Business Description

We are a blank check company incorporated on July 28, 2025 as a Cayman Islands exempted company 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 or entities (a “Business Combination”). While we may pursue an initial Business Combination in any business or industry or sector, we intend to concentrate our efforts on companies in the digital asset ecosystem. Our mission is to accelerate the next phase of growth for the teams building the bridge between DeFi and TradFi. We expect to focus on companies developing the core infrastructure of the digital asset economy-payment networks, tokenization platforms, blockchain infrastructure, compliance solutions, and other essential services. While we retain flexibility to pursue opportunities in any sector, we believe the most transformative opportunities lie in the convergence of DeFi and TradFi. We believe that our Sponsor’s deep expertise in these sectors will provide us with multiple opportunities in these sectors. We have reviewed, and continue to review, a number of opportunities to enter into a Business Combination, but we are unable to determine at this time whether we will complete a Business Combination with any of the target businesses that we have reviewed or with any other target business. We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering (as defined below) and the sale of the private placement shares, our shares, debt or a combination of cash, equity and debt. Based on our business activities, the Company is a “shell company,” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because we have no operations and nominal assets consisting almost entirely of cash. Our Sponsor was formed through the partnership of Payward, Inc. (d/b/a Kraken) (“Kraken”), one of the world’s most established global crypto platforms, Tribe Capital, a leading and data-driven venture firm in innovative fintech and crypto markets, and Natural Capital, an investment platform founded by experienced operators with venture capital, public markets and special purpose acquisition company (‘‘SPAC’’) expertise, for the purpose of investing in us. On January 29, 2026, we consummated our Initial Public Offering of 34,500,000 units, which included the full exercise by the underwriters of the over-allotment option to purchase an additional 4,500,000 units, at $10.00 per unit, generating gross proceeds of $345,000,000 (the “Initial Public Offering”). Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 2,250,000 Private Placement Warrants to our Sponsor at a price of $1.00 per warrant, generating gross proceeds of $2,250,000. Prior to the consummation of the Initial Public Offering, on August 5, 2025, our Sponsor paid $25,000, or approximately $0.0035 per share, to cover certain of our offering and formation costs in consideration of 7,187,500 Class B Ordinary Shares, par value $0.0001 (the “Founder Shares”). On January 5, 2026, our Sponsor transferred 30,000 Class B Ordinary Shares to each of our independent directors. On January 27, 2026, the Company effected a share capitalization, resulting in 8,625,000 Founder Shares outstanding. As a result of the underwriters’ election to fully exercise their over-allotment option granted in connection with our Initial Public Offering, none of the Founder Shares are subject to forfeiture. As of December 31, 2025, there was approximately $345.0 million in permitted investments and cash held in the Trust Account and $44,147 of cash held outside the Trust Account. As of December 31, 2025, no funds had been withdrawn from the Trust Account to pay taxes. Business Strategy Our strategy is to identify and complete an initial Business Combination with a company that can benefit from the strategic, transactional and operating experience of our Management Team and Sponsors.…