Business Description

We are a blank check company incorporated in the Cayman Islands on July 2, 2024, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company has not commenced any operations nor generated any revenues to date. All activity for the period from July 2, 2024 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering described below, and since the initial public offering to its search for an initial business combination. We are also an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies. 2 Our sponsor is International SPAC Management Group I LLC, a Cayman Islands limited liability company. On July 30, 2024, our sponsor entered into a subscription agreement with us to purchase 9,583,333 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On March 13, 2025, the sponsor surrendered for cancellation 3,740,591 founder shares held by it for no consideration. On May 14, 2025 we issued an additional 1,168,548 unissued Class B ordinary shares to the sponsor, resulting in the sponsor owning 7,011,288 Class B ordinary shares. Accordingly, the sponsor’s initial investment in us of $25,000 resulted in an effective purchase price of $0.004 per share for the 7,011,288 founder shares the sponsor has purchased. On May 16, 2025, we consummated the initial public offering of 24,150,000 Units (the “Public Units” and, with respect to the Class A ordinary shares and public warrants included in the Public Units, the “Public Shares”, and “Public Warrants”, respectively), including 3,150,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $241,500,000. Simultaneously with the closing of the initial public offering, we completed the private sale of 3,821,591 private placement warrants to the Sponsor and the underwriters at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $3,821,591. The private placement warrants are identical to the Public Warrants sold in the initial public offering. Following the closing of the initial public offering and the private placement, a total of $242,103,750 was placed in the trust account. We incurred $12,213,743 of transaction costs, consisting of $1,207,500 of cash underwriting fee, $8,452,500 of deferred underwriting fee, and $2,553,743 of other offering costs. Following the initial public offering and the sale of the private placement warrants, a total of $242,103,750 was placed in a trust account (“Trust Account”) located in the United States, with Odyssey Transfer and Trust Company acting as trustee, and has been invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (“Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, or held as cash, as determined by us, until the earlier of: (i) the completion of an initial business combination and (ii) the distribution of the Trust Account as described below. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less income taxes payable), to complete our initial business combination. To the extent that our capital share or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. Market Opportunity and Business Strategy While we may pursue an initial business combination opportunity in any industry or sector (subject to certain limitations described in the IPO Prospectus), we intend to focus on high potential businesses based in the United States with an enterprise valuation between $500,000,000 and $5,000,000,000.…