Business Description

Overview We are a blank check company incorporated on January 2, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination with one or more businesses or entities. To date, we have not selected any Business Combination target and our efforts have been limited to (i) organizational activities, (ii) activities related to our Initial Public Offering, and (iii) searching for a Business Combination target. We have also generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial Business Combination. We may pursue an initial Business Combination target in any business or industry or at any stage of its corporate evolution. Our primary focus, however, is in completing a Business Combination with a target in the financial services sector. Our Management Team has an extensive track record of acquiring attractive assets at disciplined valuations, investing in growth while fostering financial discipline and improving business results. Although our Management assess the risks inherent in a particular target business with which we may combine, we cannot assure our shareholders that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business. We believe that the experience and capabilities of our Management Team makes us an attractive partner to potential target businesses, will enhance our ability to complete a successful Business Combination, and will bring value to the business post-Business Combination. Our Management Team has broad sector knowledge though their collective involvement across a variety of industries, as well as extensive global capital markets experience, with local and cross-border capabilities allowing access to different sectors of the capital markets. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto. Initial Public Offering On May 22, 2025, we consummated our Initial Public Offering of 25,000,000 units including the partial exercise by the Underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds to us of $250,000,000. Each Unit consists of one Class A ordinary share and one-third of one public warrant. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 430,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, in a private placement to our Sponsor, generating gross proceeds of $4,300,000 (the “Private Placement”). Each Private Placement Unit consists of one Class A ordinary share and one-third of one redeemable warrant (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”). Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. A total of $250,000,000, comprised of the proceeds from the Initial Public Offering and the Private Placement, was placed in the Trust Account (the “Trust Account”) maintained by Odyssey Transfer and Trust Company, 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 Anthony Pompliano, our Chief Executive Officer, and Catalina Abbey, our Chief Financial Officer. In addition, our Management Team is aided by Brent Saunders (our “Special Advisor”). We must complete our initial Business Combination by May 22, 2027, which is 24 months from the closing of our Initial Public Offering, unless we decide to pursue an amendment to our Amended and Restated Charter in order to extend the Combination Period. If our initial Business Combination is not consummated by the end of our Combination Period (as extended, if it has been extended), then, unless our Board of Directors shall otherwise determine, our existence will terminate, and we will distribute all amounts in the Trust Account, as described further herein. 1 We may seek to extend the Combination Period, consistent with applicable laws, regulations and stock exchange rules, by amending our Amended and Restated Charter.…