Business Description

Overview We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination. While we may pursue an initial Business Combination target in any stage of its corporate evolution or in any industry or sector, our initial search is focused on companies in the cybersecurity, artificial intelligence (“AI”) or financial technology (“FinTech”) industries. Our Management Team has had significant success sourcing, acquiring, growing and monetizing these types of companies. We believe this experience makes us well suited to identify, source, negotiate and execute an initial Business Combination, including the ThomasLloyd Business Combination, with the ultimate goal of pursuing attractive risk-adjusted returns for our shareholders. Initial Public Offering On December 16, 2024, we consummated our Initial Public Offering of 20,000,000 Units. Each Unit consists of one Public Share and one-half of one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to our Company of $200,000,000. Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we sold an aggregate of 7,385,000 Private Placement Warrants to our Sponsor and B. Riley in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $7,385,000. Of those 7,385,000 Private Placement Warrants, the Sponsor purchased 4,885,000 Private Placement Warrants and B. Riley purchased 2,500,000 Private Placement Warrants. Each Private Placement Warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share. On January 23, 2025, the underwriters of the Initial Public Offering fully exercised the Over-Allotment Option, and on January 27, 2025, purchased an additional 3,000,000 Option Units pursuant to such exercise. The Option Units were sold at an offering price of $10.00 per Option Unit, generating gross proceeds of $30,000,000. In connection with the closing of the Over-Allotment Option, the Sponsor and B. Riley purchased an additional 750,000 Private Placement Warrants in the aggregate at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $750,000. A total of $231,150,000 of the proceeds from the Initial Public Offering, the Private Placement and the full exercise of the Over-Allotment Option, was placed in the Trust Account maintained by Continental, acting as trustee. It is the job of our Sponsor and Management Team to complete our initial Business Combination. Our Management Team is led by (i) Dixon Doll, Jr., our Chief Executive Officer, (ii) John J. Birmingham, our Chief Financial Officer, and (iii) Dr. Donald G. Basile, our Chief Technology Officer. We must complete our initial Business Combination by December 16, 2026, the end of our Combination Period, which is 24 months from the closing of our Initial Public Offering. If our initial Business Combination is not consummated by the end of our Combination Period, then, unless our shareholders approve an extension to our Combination Period, our existence will terminate, and we will distribute all amounts in the Trust Account. We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Charter. Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete our initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq. 1 Table of Contents Our Management Team We believe our Management Team is well positioned to identify and evaluate businesses within the cybersecurity, AI and FinTech industries that would benefit from being a public company and from access to our expertise.…