Business Description

We are a blank check company incorporated as an exempt company under the laws of the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not commenced any operations nor generated any revenues to date. All activity for the period from April 23, 2024 (inception) through December 31, 2025, relates to the Company’s formation and the initial public offering (the “Initial Public Offering” or “IPO”) described below. We have 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 are also an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we are focused on businesses in industries that complement our management team’s background, and we intend to capitalize on the ability of our management team to identify and acquire a business, focusing on the travel and transportation industries where our management has extensive investment experience. Our sponsor is a Delaware limited liability company, which was formed to invest in our company. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our sponsor’s business is focused on investing in our company. Mr. Hemmeter, our Co-Chief Executive Officer and Co-President, and Mr. Farrell, our Co-Chief Executive Officer, Co-President and Chief Financial Officer, are each a manager of our sponsor, and as such, each has control over the management of our sponsor and voting and investment discretion over the securities held by our sponsor. As of the date of this report, other than Messrs. Farrell and Hemmeter, no other person has a direct or indirect material interest in our sponsor. Messrs. Farrell and Hemmeter indirectly own membership interests in our sponsor, which together represent approximately 100%, and 50% and 50%, respectively of the economic interests in our sponsor. In addition, our sponsor has transferred 25,000 founder shares to each of our independent directors for their services as a director. Except in certain limited circumstances, no member of the sponsor may sell, transfer, assign, pledge, mortgage, charge, hypothecate, exchange or otherwise dispose of, directly or indirectly, all or any portion of its membership interests in the sponsor. Our sponsor is not controlled by and does not have any members who are, or has substantial ties with, a non-U.S. person. On May 16, 2025, we consummated our IPO of 20,125,000 units (the “Units”), which included the full exercise of the underwriters’ over-allotment option to purchase 2,625,000 additional Units. Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”) and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit. Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of 362,500 units (the “Private Placement Units”) with the Sponsor, at a price of $10.00 per unit, generating total proceeds of $3,625,000. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The net proceeds from the Initial Public Offering, together with certain of the proceeds from the private placement, totaling $201,250,000 in the aggregate, were placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, established for the benefit of the Company’s public shareholders. The remaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination.…