Business Description

We are a blank check company incorporated on April 19, 2022 in Cayman Islands as an exempted company, incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer herein as our “initial business combination” or “Business Combination.” The registration statement (File No. 333-282763) (the “Registration Statement”) for our initial public offering was declared effective on December 20, 2024 (the “IPO”). On December 24, 2024, we consummated the IPO of 17,250,000 units (the “Units”), which includes the full exercise of the underwriter’s over-allotment option. Each Unit consists of one Class A ordinary share (the “Ordinary Share”) and one-half of one redeemable warrant (the “Warrant”), each whole Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $172,500,000. Simultaneously with the closing of the IPO, we consummated the private placement (“Private Placement”) with TDAC Partners LLC (the “Sponsor”) and BTIG LLC (the “Underwriter”), an aggregate of 7,075,000 (the “Private Placement Warrants”) at a price of $1.00 per warrant, generating total proceeds of $7,075,000. Of those 7,075,000 Private Placement Warrants, the Sponsor purchased 4,850,000 Private Placement Warrants and the Underwriter purchased 2,225,000 Private Placement Warrants. The Private Placement Warrants (and underlying securities) are identical to the Warrants included in the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. A total of $174,225,000 net proceeds from the IPO and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Background and Competitive Strengths We believe the experience and network of relationships of our management and director team will give us distinct advantages in sourcing, structuring and consummating a business combination. We believe that our team has a diverse set of skills, including experience across business development, entrepreneurship, investment, finance and marketing, which will provide us access to proprietary deals, assist us in identifying and evaluating a target, manage risk and effect a successful business combination. However, none of our management and director team is obligated to remain with the company after an acquisition transaction, and we cannot provide assurance that the resignation or retention of our current management will be a term or condition in any agreement relating to an acquisition transaction. Moreover, despite the competitive advantages we believe we have, we remain subject to significant