Business Description

Overview We are a blank check company formed on November 27, 2024 as a Cayman Islands exempted company and for the purpose of effecting a Business Combination with one or more businesses or entities. While we may pursue an initial Business Combination in any business or industry, we have focused on capitalizing on the operational and investment experience of our Management Team and Senior Advisor. We have focused on companies that we believe have significant growth prospects with the potential to generate attractive returns for our shareholders, including companies with above-industry-average growth, substantial free cash flow generation, and a defensible market position, with an enterprise value of $500 million to $2 billion where our Management Team and Senior Advisor’s operational, strategic or managerial expertise can assist in maximizing value. 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 Teamshares 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 February 27, 2025. On March 3, 2025, we consummated our Initial Public Offering of 23,000,000 Units, including 3,000,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each 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 Units were sold at a price of $10.00 per Unit, generating gross proceeds to our Company of $23,000,000. Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreement, we completed the private sale of 4,500,000 Private Placement Warrants to our Sponsor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to our Company of $4,500,000. The Private Placement Warrants are identical to the Public Warrants, except as otherwise disclosed in the IPO Registration Statement. A total of $231,150,000 was placed in the Trust Account maintained by Continental, acting as trustee. We must complete our initial Business Combination by (i) March 3, 2027 (since we have executed a definitive agreement for an initial Business Combination by December 3, 2026), (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. We may seek to 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 Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team. Teamshares Business Combination The below subsection describes the material provisions of the Teamshares Merger Agreement, but does not purport to describe all the terms thereof. This summary of the Teamshares Merger Agreement is qualified in its entirety by reference to the complete text of the Teamshares Merger Agreement, a copy of which is filed with the Report as Exhibit 2.1 and incorporated by reference herein.…