Business Description

Overview We are a blank check company incorporated on September 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. Although we currently intend to focus on target businesses in the healthcare industry, we may pursue an initial Business Combination target in any business, industry, sector or geographical location. We intend to focus on industries that complement our Management Team’s background, and to capitalize on the ability of our Management Team to identify and acquire a business. We will seek to acquire established businesses of scale that we believe are poised for continued growth with capable management teams and proven unit economics, but potentially in need of financial, operational, strategic or managerial enhancement to maximize value. Although our Management Team assesses 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. Not only does our Management Team bring a combination of operating, investing, financial and transactional experience, but members of our Management Team and Advisors have also successfully identified and closed four SPAC Business Combinations. Our Management Team has broad sector knowledge through 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. Initial Public Offering On January 8, 2026, we consummated our Initial Public Offering of 25,300,000 Units, including 3,300,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Unit consists of one Public Share and one-third 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 us of $253,000,000. Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreement, we completed the private sale of an aggregate of 5,000,000 Private Placement Warrants to our Sponsor, including 330,000 Private Placement Warrants sold pursuant to the full exercise of the Over-Allotment Option, with each Private Placement Warrant exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to us of $ 5,000,000. We also issued a private placement to BTIG of 1,000,000 Class A Ordinary Shares upon the consummation of the Initial Public Offering. A total of $253,000,000, comprised of the proceeds from the Initial Public Offering and the Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee. 1 It is the job of our Sponsor and Management Team to complete our initial Business Combination. Our Management Team is led by Arghavan Di Rezze, our Chief Executive Officer and Jamie Weber, our Chief Financial Officer. In addition, our Management Team is aided by Peter Ondishin and Nicholas Shekerdemian, our Advisors. We must complete our initial Business Combination by January 8, 2028, 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.…