Business Description

We are a blank check company incorporated in the Cayman Islands as an exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash. On August 27, 2025, we issued to our sponsor an aggregate of 9,583,333 Class B ordinary shares (the “founder shares”) for an aggregate purchase price of $25,000, or approximately $0.003 per share. Prior to our sponsor’s initial investment of $25,000, we had no assets, tangible or intangible. On January 12, 2026, we consummated our initial public offering (the “IPO” or “Initial Public Offering”) of 28,750,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “public shares”), which included the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000. Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant (each, a “public warrant”). Each whole public warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 760,000 private placement units (the “private units” and, with respect to the Class A ordinary shares included in the private units being offered, the “private shares”), at a price of $10.00 per private unit, in a private placement to our sponsor and BTIG, LLC (“BTIG”), the representative of the underwriters in the Initial Public Offering, generating gross proceeds of $7,600,000. Of those 760,000 private units, the sponsor purchased 435,000 private units and BTIG purchased 325,000 private units. Each private unit consists of one Class A ordinary share and one-fourth of one redeemable warrant (each, a “private warrant”). Each whole private warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The private units are identical to the Units sold in the IPO, except that the private units, including the underlying securities, are not transferable, assignable or salable by our sponsor or BTIG until the consummation of our initial business combination, subject to certain limited exceptions. Our sponsor and BTIG were granted certain demand and piggyback registration rights in connection with the purchase of the private units. No underwriting discounts or commissions were paid with respect to such sale. The private units were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Following the closing of the Initial Public Offering, a total of $287,500,000 from the net proceeds of the sale of the Units and the private units was placed in a U.S.-based trust account established for the benefit of the Company’s public shareholders (the “trust account”) with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, subject to applicable law.…