Business Description

We are a blank check company incorporated on September 10, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, 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 neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash. On November 20, 2025, our sponsor paid $25,000, or approximately $0.006 per share, to cover certain of our offering and formation costs in exchange for 4,312,500 Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” or the “founder shares”). On December 1, 2025, our sponsor surrendered 718,750 founder shares to us for no consideration, resulting in our sponsor holding a total of 3,593,750 founder shares. On December 4, 2025, our sponsor transferred 30,000 founder shares to each of our independent directors, Mark McKenna and John Schmid, resulting in our sponsor holding a total of 3,533,750 founder shares. On January 22, 2026, the Company effected a share capitalization with respect to the Class B ordinary shares resulting in the issue and allotment of 718,750 Class B ordinary shares to our sponsor, resulting in our sponsor holding a total of 4,252,500 founder shares, with up to 562,500 founder shares subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised. On January 22, 2026, the underwriters exercised their over-allotment option in full, and as such, the 562,500 founder shares held by the sponsor were no longer subject to forfeiture. On January 26, 2026, we consummated our IPO (the “IPO”) of 17,250,000 Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”, and the Class A ordinary shares issued as part of the IPO, the “public shares”), including the issuance of 2,250,000 Class A ordinary shares as a result of the IPO underwriters’ exercise in full of its over-allotment option. The Class A ordinary shares were sold at a price of $10.00 per share, generating gross proceeds to the Company of $172,250,000. Simultaneously with the closing of the IPO, pursuant to a Private Placement Shares Purchase Agreement (the “Private Placement Shares Purchase Agreement”) between the Company and the sponsor, the Company completed the private sale of 497,500 Class A ordinary shares (the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Share, to the sponsor, generating gross proceeds to the Company of $4,975,000. The Private Placement Shares are identical to the Class A ordinary shares sold in the IPO, except that, so long as they are held by the sponsor and its permitted transferees: (i) they may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of a business combination and (ii) they are entitled to registration rights. Additionally, on January 26, 2026, Cormorant Global Healthcare Master Fund, LP (“Cormorant Master Fund”), a member of the sponsor, purchased 800,000 public shares as part of the IPO at a price of $10.00 per share. A total of $172,500,000 comprised of the net proceeds from the IPO and the sale of the Private Placement Shares were placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “trust account”).…