Company Description

We were incorporated on May 13, 2025, as a Cayman Islands exempted company, limited by shares. We chose to incorporate in the Cayman Islands due to (i) its tax neutrality, which allows international transactions to be structured efficiently without an additional layer of tax and (ii) simplicity of establishment and flexibility of administration, including easy migration to another jurisdiction, the existence of statutory procedures for merger or consolidation, and no takeover code or bespoke public company filing requirements. We were 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 or entities, which we refer to throughout this prospectus as our initial business combination. While we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus initially on transactions with companies and/or strategic assets in high-impact private technology companies advancing artificial intelligence and machine learning capabilities, as well as those involved in building, operating, or enabling next-generation data center infrastructure. This includes businesses at the intersection of AI, high-performance computing, cloud infrastructure, semiconductor acceleration (such as GPUs and specialized AI chips), edge computing, and the broader digital infrastructure value chain. In 2025, several major data center projects have been announced globally, with investments totaling approximately $1.5 trillion. Notable initiatives include the $500 billion Stargate project by OpenAI, SoftBank, and Oracle, and Amazon’s $100 billion commitment to AI data centers and we believe these investments reflect the growing demand for AI infrastructure and cloud computing services worldwide. 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 with respect to an initial business combination with us. --- We are a Cayman Islands exempted company limited by shares that was incorporated on May 13, 2025. Our executive offices are located at 10845 Griffith Peak Dr., Suite 200, Las Vegas, NV 89135, our registered office is located at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands, and our telephone number is (702) 747-4000.