Company Description

We are a blank check company incorporated on October 9, 2024, 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 prospectus as our initial business combination. 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 in any business or industry. We will seek to acquire a business that we believe will provide an attractive value proposition to the public markets by utilizing our management team’s and advisor’s experience with catalyst-driven, opportunistic, and value-focused investing across a wide range of industries. We intend to focus on private companies which we believe offer an opportunity for shareholder value creation through the combination of (i) an attractive valuation entry point, (ii) a clear plan to unlock incremental value through operational and/or strategic improvements, (iii) access to public and private financing sources and (iv) implementation of best-in-class public company governance. We will seek to partner with the owners of private companies to offer them an option to create partial liquidity, transition their legacy to a public company and/or resolve any fragmented ownership or succession planning issues, all while maintaining a singular focus on driving the target business to a higher level of performance and value. We may also look at earlier stage companies that exhibit the potential to change the industries in which they participate, and which offer the potential of sustained high levels of revenue growth. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that align with the background of our management team and advisor. These industries include technology, media, entertainment, sports, consumer products, financial services, real estate and hospitality. We will also focus on AI companies positioned to complement or disrupt those industries, as well as companies within the digital assets and blockchain ecosystem. We refer to the preceding as our targeted sectors. We believe that there are many potential business combination targets within these industries that could become attractive public companies. Furthermore, we believe that we are well-positioned to drive ongoing value creation post-business combination, based on the operational and investment experience and track record of our management team and advisor within our targeted sectors over time. We believe our management team and advisor are well-suited to identify and execute on opportunities that have the potential to generate attractive risk-adjusted returns for our shareholders. We are not, however, required to complete our initial business combination within our targeted sectors, and, as a result, we may pursue a business combination outside of these industries. --- Our executive offices are located at 801 Brickell Avenue, 8th Floor, Miami, Florida, 33131, and our telephone number is (786) 744-7720.