Company Description

We are a blank check company incorporated on December 13, 2024 as a Cayman Islands exempted company and incorporated 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 but expect to focus on a target in industries that complement our advisory and management teams’ backgrounds. Our business combination criteria will not be limited to a particular industry or geographic sector. However, given the experience and expertise of both our advisory and management teams, we intend to focus our search on companies in the digital assets and blockchain space, and with an enterprise value of greater than $1.0 billion, although we may ultimately target a deal below or above that range. Our sponsor was formed by the founders and executive team of 1RoundTable Partners, LLC (“1RT”). 1RT was founded by Dan Tapiero who subsequently brought on various senior executives to assist in the growth of the business. The senior executives of 1RT are seasoned professionals who collectively combine an understanding of the Digital Asset Ecosystem, comprised of the interconnected network of digital assets, technologies, and services that facilitate the creation, storage, exchange, and management of digital assets (“DAE”) (which includes various digital assets like cryptocurrencies, non-fungible tokens (NFTs), tokenized real estate, and digital securities, as well as the infrastructure supporting them, such as blockchain platforms and decentralized finance (DeFi) protocols), private equity and macro investing, and operational expertise. The executives and employees of 1RT will provide direct support to our management’s attempts to identify, and effectuate, a suitable initial business combination. As of the date hereof, other than Mr. Tapiero, no other person has a direct or indirect material interest in our sponsor. On , our sponsor transferred an indirect interest in 25,000 founder shares to each of our independent directors, through membership interests in our sponsor, for approximately the same nominal per share purchase price paid by our sponsor, subject to each independent director’s agreement to forfeit such interest in such shares to the sponsor if he or she ceases to continue to serve in such capacity prior to the completion of our initial business combination. --- Our executive offices are located at 205 West 28th Street, 2nd Floor Suite C, New York, New York 10001, and our telephone number is 315-810-1230.