Company Description

We are a newly organized blank check company incorporated as a Cayman Islands exempted company on October 18, 2024 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 prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Members of our management team worked together as executive officers or members of the board of directors of (i) Bite Acquisition Corp., which completed its initial business combination with Above Food Corp (NASDAQ: ABVE), (ii) Digital World Acquisition Corp., which completed its initial business combination with Trump Media & Technology Group Corp (NASDAQ: DJT), and (iii) Agrinam Acquisition Corporation (AGRI-U.TO). • Bite Acquisition Corp. (“BITE”) completed its initial public offering in February 2021 and consummated its initial business combination in June 2024 with Above Food Corp (“ABVE”), approximately 40 months after its initial public offering. Approximately 3.8% of BITE’s public shares were redeemed in connection with two extensions to consummate an initial business combination and approximately 29.1% of BITE’s public shares were redeemed in connection with the consummation of its initial business combination with ABVE. As of June 10, 2025, ABVE’s stock price was $0.99. • Digital World Acquisition Corp. (“DWAC”) completed its initial public offering in September 2021 and consummated its initial business combination in March 2024 with Trump Media & Technology Group Corp (“TMTG”), approximately 31 months after its initial public offering. Approximately 0.1% of DWAC’s public shares were redeemed during the seven three-month extensions, and approximately 0.02% of DWAC’s public shares were redeemed in connection with the consummation of its initial business combination with TMTG. As of June 10, 2025, TMTG’s stock price was $20.91. • In 2021, members of our management team founded Agrinam Acquisition Corporation (“Agrinam”), a blank check company, listed on the Toronto Stock Exchange (TSX), formed for substantially similar purposes as our company. Additionally, members of our management team serve as the management team for Agrinam. Agrinam completed its initial public offering in 2022, raising total proceeds of $138,000,000 through the sale of 1,800,000 Restricted Class A Voting Units. On December 12, 2024, at the fourth special meeting of shareholders, shareholders of Agrinam approved the extension of the date by which the company must consummate a qualifying acquisition from December 15, 2024 to June 15, 2025. On June 12, 2025, at the fifth special meeting of shareholders, shareholders of Agrinam approved the extension of the date by which the company must consummate a qualifying acquisition from June 15, 2025 to September 15, 2025. On June 5, 2025, Agrinam was notified by the TSX that it will be delisted from the TSX due to failure to consummate an initial business combination within 36-months of the closing date of its initial public offering. Agrinam has filed an appeal of the TSX’s decision that is currently pending. As of January 6, 2025, an aggregate of 10,500 Class A Restricted Voting Shares of Agrinam were redeemed, approximately $1.59 million was held in the escrow account and 1,892 Class A Restricted Voting Shares were issued and outstanding. On March 14, 2025, Agrinam and Blue Energy and Electricity, S.A. de C.V. (“Blue Energy”), a leading independent energy supplier, specializing in the provision of renewable electricity, solar panels and battery storage in Mexico, announced they have entered into a definitive business combination agreement. Under the terms of the agreement, Blue Energy will merge with Agrinam, through a share exchange to become a publicly traded company listed on the TSX, pending regulatory approval. As a result, there is a material conflict of interest between Agrinam and our company as we and Agrinam are both engaged in the business of engaging in business combinations. We expect that Agrinam will generally have priority over us with respect to acquisition opportunities until it completes its initial business combination, enters into a contractual agreement that would restrict its ability to engage in material discussions regarding a potential initial business combination, or ceases operations and liquidates its trust account. In addition, there are no contractual agreements between us, Agrinam, our sponsor or our management team regarding allocation of opportunities among us and Agrinam. To the extent that our sponsor, our management team or any other entity affiliated with our sponsor becomes aware of a potential acquisition opportunity, such entity has complete discretion, subject to applicable fiduciary duties, as to which blank check company with which they choose to pursue a business combination. We expect that a determination will be made as to whether we or Agrinam would be presented with the opportunity, if at all, based on the circumstances of the particular situation, including but not limited to the relative sizes of the blank check companies compared to the sizes of the targets, whether the target prefers a company listed on Nasdaq or on the TSX, the need or desire for additional financings, the amount of time required to complete a business combination, and the relevant experience of the directors and officers involved with a particular blank check company. As the fourth SPAC led by members of our management and board team, we believe our experiences offer a competitive advantage for us. As discussed further below, we seek to leverage and capitalize on our collective multi-faceted expertise, investing and operating experience, and broad network of relationships to source and evaluate potential transactions and create value for our stakeholders. We believe we have a deep and broad network of relationships and sector expertise to source and evaluate potential transactions, enhancing our ability to position us as a partner of choice with potential target companies. We believe that the extensive investing track record and operational experience of the management team, including significant public company executive and board experience, are expected to enhance our credibility with prospective investors, and will allow us to be a value-added partner to the management team and stakeholders of a target business following an initial business combination. We believe our extensive M&A and capital markets experience, including SPAC experience, will enable us to successfully execute an initial business combination transaction. We may pursue an initial business combination in any business or industry. However, we intend to focus our search on target businesses within the agribusiness and water sectors, primarily in food-tech, ag-tech, bio-tech, controlled environment agriculture and open field crops in the case of agribusiness, and in water utility, water treatment, pipelines, desalination and other water solutions within the water sectors. Our geographic focus will be the Americas, with particular emphasis on North America, including Canada, the United States, and Mexico, where we believe the expertise of our management team and Advisors will provide us with a competitive advantage in completing a successful initial business combination. We intend to seek to acquire one or more businesses with an aggregate enterprise value between $500 million and $1 billion, to be determined in the sole discretion of our officers and directors according to reasonably acceptable valuation standards and methodologies, although a target entity with a smaller or larger enterprise value may be considered. --- Our executive offices are located at 382 NE 191st Street #952377, Miami, Florida 33179, and our telephone number is + 52 55 8975 9325.