Business Description

Overview We are a blank check company incorporated on August 7, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this annual report as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination target in any business or industry or at any stage of its corporate evolution. Our management team and board members consist of seasoned professionals who have experience spanning the various industries, including the Artificial Intelligence (AI), consumer AI, mobile applications (mobile apps), mobile games, financial technology, mergers and acquisitions, corporate finance, corporate governance and compliance and legal matters, and investment management that we intend to focus on initially. See “ Management ” for additional information about our directors and executive officers. We believe that our officers’ and directors’ industry expertise, transaction experience and relationships may provide us with a substantial number of attractive potential business combination targets. On December 10, 2025, we consummated our IPO of 25,000,000 units, including 2,500,000 units issued pursuant to the partial exercise by the underwriters of their over-allotment option, pursuant to the Company’s registration statements on Form S-1 (File Nos. 333-290165 and 333-292014) with respect to the IPO. Each unit consists of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant of the Company, with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). The units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $250,000,000. Pursuant to that certain underwriting agreement, dated December 8, 2025, we granted BTIG, LLC, the representative of the underwriters, a 45-day option to purchase up to an additional 3,375,000 Units solely to cover over-allotments, if any (the “Over-Allotment Option”). Simultaneously with the consummation of the IPO, the underwriters exercised the Over-Allotment Option partially and purchased 2,500,000 units, generating total proceeds of $25,000,000. Simultaneously with the closing of the IPO on December 10, 2025, the Company consummated a private placement (the “private placement”) of an aggregate of 685,000 units (the “private units”) to the sponsor and BTIG, at a price of $10.00 per Private Unit, generating total proceeds of $6,850,000. Each private unit consists of one Class A ordinary share and one-fourth of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share (subject to adjustment). Of those 685,000 private units, the Sponsor purchased 435,000 private units and BTIG purchased 250,000 private units. The private units are identical to the units sold in the IPO. Additionally, the sponsor and BTIG agreed not to transfer, assign, or sell any of the private units or underlying securities (except in limited circumstances, as described in the registration statement) until 30 days after the completion of our initial business combination or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. The sponsor and BTIG were granted certain demand and piggyback registration rights in connection with the purchase of the private units. On December 10, 2025, a total of $250,000,000 of the net proceeds from the sale of the units in the IPO and the private placement were deposited in a trust account established for the benefit of the Company’s public shareholders at JPMorgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”).…