Business Description

Overview We are a blank check company incorporated on March 7, 2023 as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination with one or more businesses or entities. We may pursue an initial Business Combination in any business or industry. To date, our efforts have been limited to (i) organizational activities, (ii) activities related to our Initial Public Offering, and (iii) searching for and consummating a Business Combination, including the Suncrete Business Combination (as described below). We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial Business Combination. Initial Public Offering Our IPO Registration Statement became effective on July 25, 2023. On July 28, 2023, we consummated our Initial Public Offering of 23,000,000 Public Unit, including 3,000,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public 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 Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to our Company of $230,000,000. Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the private sale of 797,600 Private Placement Units to our Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to our Company of $7,976,000. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement. A total of $232,300,000, comprised of $226,000,000 of the proceeds from the Initial Public Offering and $6,300,000 of the proceeds from the Private Placement, 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 consists of (i) Christopher Bradley, our Chief Executive Officer, Chief Financial Officer, Chairman of the Board, and Secretary and (ii) Andrew R. Heyer, our Vice President. Mr. Bradley brings extensive mergers and acquisitions, public equities, structuring and strategy consulting experience to our efforts. Mr. Heyer’s career has centered on identifying and implementing value creation initiatives within the consumer and consumer-related products and services industries. We must complete our initial Business Combination by (i) July 28, 2026, the end of our Combination Period, which is 36 months from the closing of our Initial Public Offering, (ii) such earlier liquidation date as our Board may approve or (iii) such later date as our shareholders may approve pursuant to the Amended and Restated Articles. If our initial Business Combination is not consummated by the end of our Combination Period, our existence will terminate, and we will distribute all amounts in the Trust Account as described elsewhere in this Report. Extension of Our Combination Period We initially had until July 28, 2025, 24 months from the closing of the Initial Public Offering, to consummate our initial Business Combination. On July 24, 2025, we held the 2025 AGM at which our shareholders approved, among other things, the 2025 Extension Amendment Proposal. In connection with the vote to approve the 2025 Extension Amendment Proposal, Public Shareholders holding 372,101 Public Shares exercised their right to redeem such Public Shares for cash at a redemption price of approximately $11.12 per Public Share, for an aggregate redemption amount of approximately $4,136,911 in the 2025 Redemptions. We may seek to further extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our shareholders, and our Public Shareholders 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 NYSE.…