Business Description

Our Company We are a blank check company incorporated on July 3, 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. While we may pursue a business combination target in any business or industry, we intend to search for businesses that have an enterprise value in excess of $500 million, are currently in the asset management, leisure, hospitality, catering, travel, entertainment, gaming, lifestyle and related services sectors, driven by next-generation technologies including AI and digital assets, and material business positioning in the United States, as well as Latin America, European markets and beyond. Our Investment Thesis and Business Strategy The advent of digital assets and smart contracts as well as AI have already started to disrupt asset-management, hospitality, travel, entertainment, gaming and leisure and related services sectors. We intend to focus our initial business combination and value creation strategy on identifying a private company in the target sectors with a sound business and operating model and prospects, at a valuation that is attractive as compared to publicly-traded companies in the same target sector. Many of these companies have remained private for longer than prior market cycles. We believe that businesses in the target sectors can reap substantial benefits by being publicly listed and/or well capitalized as they can subsequently take advantage of market conditions in order to expand their businesses through organic growth, further acquisitions and/or sector consolidation. We aim to source business combination opportunities through our management team’s deep and extensive business networks and proprietary channels, including but not limited to, investors and business owners, operators, financial institutions, board members, executives, lawyers, brokers and other real estate advisors. We believe our management team has the relevant skills and experience to identify companies that are best able to capture current market opportunities. Our selection process leverages our management team’s broad and deep network of relationships, industry expertise and proven deal-sourcing capabilities to provide us with a strong pipeline of potential targets. However, we expect to encounter intense