Business Description

Overview. We are a Cayman Islands company incorporated on July 17, 2024, as an exempted company with limited liability. We chose to incorporate in the Cayman Islands due to (i) its tax-neutrality, which allows international transactions to be structured efficiently without an additional layer of tax and (ii) simplicity of establishment and flexibility of administration, including easy migration to another jurisdiction, the existence of statutory procedures for merger or consolidation, and no takeover code or bespoke public company filing requirements. We were formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” On June 30, 2025, we entered into a Business Combination Agreement (the “Business Combination Agreement”) with DRC Medicine Inc., DRC Medicine Ltd. and DRC Merger Inc., as disclosed in our Current Report on Form 8-K filed on July 1, 2025. Accordingly, we are no longer pursuing other prospective target businesses and are focused on completing the proposed business combination. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location. Certain of our executive officers and independent directors are based in Hong Kong, and our executive officers have experience investing in and building businesses in the Asia Pacific region and have a deep understanding of the region’s business environment, regulations, regulatory bodies and culture. Due to (i) the risks of doing business in Greater China, and (ii) certain of our officers and directors being located in or having ties to Greater China (which includes, solely for the purpose of this 10-K Hong Kong, Taiwan and Macau), we may be a less attractive partner to non-PRC or non-Hong Kong based target companies as compared to a non-PRC or non-Hong Kong based special purpose acquisition company, which may therefore limit the pool of suitable acquisition candidates and make it harder for us to complete an initial business combination with a target company that is non-PRC or non-Hong Kong based. We will not undertake our initial business combination with any company being based in or having the majority of the company’s operations in Greater China other than pursuant to the Business Combination Agreement described above. We may retain all of our available funds and any future earnings following a business combination to fund the development and growth of our business. As a result, we may not expect to pay any cash dividends in the foreseeable future. We believe our management team is well positioned to identify attractive risk-adjusted returns in the marketplace and that our professional contacts and transaction sources, ranging from industry executives, private owners, private equity funds, family offices, commercial and investment bankers, lawyers and other financial sector service providers and participants, in addition to the geographical reach of our affiliates, will enable us to pursue a broad range of opportunities. Our management believes that its collective ability to identify and implement value creation initiatives has been an essential driver of past performance and will remain central to its differentiated acquisition strategy. Initial Public Offering and Private Placement In August 2024, the Company issued 1,437,500 Class B ordinary shares, $0.0001 per share to the Sponsor, the initial shares, for an aggregated consideration of $25,000. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to the adjustments described in our Registration Statement. In addition, 187,500 of such initial shares were forfeited as the underwriters’ over-allotment option in the initial public offering was not exercised. On January 16, 2025, the Company consummated its initial public offering (the “IPO”) of 5,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one right to receive one-seventh (1/7th) of one Class A ordinary share upon the consummation of the Company’s initial business combination.…