Business Description

Overview We are a blank check company incorporated as a Cayman Islands exempted company and formed 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 to throughout this Annual Report as our initial business combination. On November 3, 2025, we consummated an initial public offering (“Offering”) of 23,000,000 units (the “public units”), including the issuance of 3,000,000 public units as a result of the underwriter’s exercise in full of their over-allotment option. Each public unit consists of one Class A ordinary share of the Company (each a “public share”), and one-third of one warrant. Each whole warrant (“public warrant”) entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. The public units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $230,000,000. We have 24 months from the closing of the Offering to consummate an initial business combination or until such earlier liquidation date as our board of directors may approve, to consummate an initial business combination, which we refer to herein as the completion window. Simultaneously with the closing of the Offering, our sponsor and Cohen purchased 660,000 private placement units in a private placement that closed concurrently with the Offering. Each unit sold in this private placement consisted of one Class A ordinary share and one-third of one warrant. Each whole private placement warrant contained in the private placement units is exercisable to purchase one whole Class A ordinary share at a price of $11.50 per share. The private placement warrants will become exercisable on the later of (a) 30 days after the completion of our initial business combination, or (b) 12 months from the closing of the Offering, and will not expire except upon liquidation. We refer to these units as “private placement units,” the Class A ordinary shares included in the units as “private placement shares” and the warrants included in such units as “private placement warrants.” The private placement units are identical to the public units sold in the Offering, subject to certain limited exceptions. Our sponsor owns 7,666,667 Class B ordinary shares which it purchased for an aggregate of $25,000. We refer to these Class B ordinary shares as the “founder shares.” The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of our initial business combination, as may be determined by our directors), or earlier at the option of the holders thereof, on a one-for-one basis, subject to adjustment and forfeiture as provided herein. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination target in any business or industry. We intend to effectuate our initial business combination using cash from the proceeds of our Offering, the sale of the private placement units, the sale of private investor shares, our common equity or any preferred equity that we may create in accordance with the terms of our charter documents, debt, or a combination of cash, common or preferred equity and debt. We seek to capitalize on the significant experience and contacts of our management team to complete our initial business combination. Two of the members of our management team, N. Håkan Wohlin and Louis Jaffe are also the managing partners of KingsRock, a global independent financial services advisory firm founded in 2020. KingsRock provides creative financial and strategic advisory services to a broad range of clients across industries, asset classes and geographies. KingsRock will not be directing and managing our activities, as that will be the responsibility of our board of directors and officers. However, KingsRock’s extensive advisory network has unique access to private and public corporations, alternative investors and governments due to its wealth of deal-making experience and advisory-only nature.…