Business Description

We are a blank check exempted company incorporated in the Cayman Islands on September 5, 2025, and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). We intend to utilize cash derived from the proceeds of our IPO (the “IPO”), our securities, debt or a combination of cash, securities and debt, in effecting a business combination. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, we are 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 solely of cash and/or cash equivalents. On September 11, 2025, the Sponsor purchased 7,187,500 shares of Class B ordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”) for $25,000, or approximately $0.003 per share. On January 9, 2026, the Sponsor transferred 25,000 Founder Shares to each of the independent directors at their original purchase price. On January 15, 2026 (the “IPO Closing Date”), we consummated our IPO of 28,750,000 units (the “Units”) of the Company. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share, and one-sixth of one warrant of the Company (“Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $287,500,000. Simultaneously with the IPO Closing Date, we completed the private sale of an aggregate of 200,000 private placement units to our Sponsor (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, each consisting of one Class A ordinary share and one-sixth of one warrant exercisable to purchase one Class A ordinary share at $11.50 per share, generating gross proceeds to us of $2,000,000. The Private Placement Units are identical to those of the units sold in the IPO, except that the warrants included in the Private Placement Units (i) may be exercised on a cashless basis, (ii) are not redeemable and (iii) may not be transferred, assigned or sold (including the Class A ordinary shares issuable upon exercise of such warrants) until the date that is thirty (30) days after the completion of the Company’s initial business combination (except to certain permitted transferees). The sale of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On the IPO Closing Date, a total of $287,500,000 comprised of the proceeds from the IPO, was placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). Except with respect to permitted withdrawals as described in the prospectus, including interest earned on the funds in the Trust Account that may be released to the Company to pay its income taxes and for winding up and dissolution expenses, the proceeds from the IPO will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the IPO Closing Date (or 27 months if the Company has executed a definitive agreement for an initial business combination within 24 months from the IPO Closing Date), or such earlier liquidation date as the Company’s board of directors may approve, or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of the Company’s public shares if it is unable to complete its business combination within such time period, subject to applicable law.…