Company Description

We are a newly organized blank check company incorporated on November 21, 2024, as a Cayman Islands exempted company formed 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 throughout this prospectus as our initial business combination. Our sponsor is an affiliate of Rithm, a global asset manager focused on the real estate and financial services industries. To date, our efforts have been limited to organizational activities, as well as activities related to this offering. We have not selected any specific 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 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. While we may pursue an acquisition opportunity 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. In particular, we intend to target companies in the financial services and real estate sectors where our management has extensive investment and operational experience. In addition, we expect to evaluate opportunities relating to digital infrastructure, including opportunities at the convergence of infrastructure and technology. We believe this sector has many similar characteristics to the real estate sector that are applicable to the specialties of our management team. We believe that our management team is positioned to drive ongoing value creation post-business combination, as the team has done with multiple prior investments in various sectors over time. We believe our management team is well suited to identify opportunities that have the potential to generate attractive risk-adjusted returns for our shareholders. Given Rithm’s global reach and experience, we believe our team has the required investment, operational, diligence and capital raising expertise to effect a business combination with an attractive target and to position it for long-term success in the public markets. We may pursue a transaction in which our shareholders immediately prior to the completion of our initial business combination would collectively own a minority interest in the post-business combination company. --- Our executive offices are located at 799 Broadway, 8th Floor, New York, New York. Our telephone number is +1 (212) 850 7770.