Business Description

Overview We are a blank check company incorporated on February 24, 2025 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. As of the date of this Report, we have not selected any specific Business Combination target. 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. In identifying and evaluating target companies, we are capitalizing on the tactical, operational and organizational experience of our Co-Founders, William P. Foley, II and Richard N. Massey. We believe Mr. Foley’s and Mr. Massey’s distinguished and multi-decade track records in building, growing, operating and investing in businesses across the public and private markets can have a transformative impact on a target business. Although we may pursue targets in any business or industry, we are focusing our search on identifying a prospective target business in a business that fits within our Co-Founders’ historical areas of business expertise. Our Co-Founders’ long track record includes varied investments across financial technology, business services, entertainment & sports, consumer & retail (particularly wine and spirits), real estate, insurance and general financial institutions. Regardless of the industry, we are pursuing targets with attractive market positions, strong growth prospects and high performing management teams. We are focusing on prospective target businesses with a favorable financial profile including high recurring revenue, existing cash flow and defensible intellectual properties within their industries. We believe that a prospective target business will have the potential to benefit from a recovering economy, presenting an opportunity to invest. Our Management Team has deployed proactive sourcing strategy and focusing our efforts on companies where we believe the combination of Mr. Foley’s and Mr. Massey’s operating experience, deal making and capital allocation prowess, professional relationships and tactical expertise can be catalysts to enhance the growth potential and value of a target business and provide opportunities for attractive returns to our shareholders. Initial Public Offering Our IPO Registration Statement became effective on May 28, 2025. On May 30, 2025, we consummated our Initial Public Offering of 23,000,000 Public Units, 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 Public Right to receive one twentieth (1/20) of one Class A Ordinary Share upon consummation of our initial Business Combination. 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 an aggregate of 225,000 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 $2,250,000. 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 $230,000,000, comprised of the net proceeds from the Initial Public Offering and net 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 is led by (i) William P. Foley, II, our Chairman and Director and (ii) Richard N. Massey, our Chief Executive Officer and Director, who have many years of experience in building, growing, operating and investing in businesses across the public and private markets.…