What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-04 compared with 2025-03-31 · 162 added, 68 removed, 386 unchanged (37% of the section changed)

We are a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination.

We have not selected any specific Business Combination target.

We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination.

While we may pursue an initial Business Combination target in any stage of its corporate evolution or in any industry or sector, our initial search is focused on companies in the cybersecurity, artificial intelligence (“AI”) or financial technology (“FinTech”) industries.

Our Management Team has had significant success sourcing, acquiring, growing and monetizing these types of companies.

We believe this experience makes us well suited to identify, source, negotiate and execute an initial Business Combination with the ultimate goal of pursuing attractive risk-adjusted returns for our shareholders.

The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

We believe this experience makes us well suited to identify, source, negotiate and execute an initial Business Combination, including the ThomasLloyd Business Combination, with the ultimate goal of pursuing attractive risk-adjusted returns for our shareholders.

Initial Public Offering

13 unchanged sentences

It is the job of our Sponsor and Management Team to complete our initial Business Combination.

Our Management Team is led by (i) Dixon Doll, Jr., our Chief Executive Officer, (ii) John C.

Small, our Chief Financial Officer, and (iii) Dr.

Our Management Team is led by (i) Dixon Doll, Jr., our Chief Executive Officer, (ii) John J.

Birmingham, our Chief Financial Officer, and (iii) Dr.

Basile, our Chief Technology Officer.

6 unchanged sentences

If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.

Management Team

Our Management Team

We believe our Management Team is well positioned to identify and evaluate businesses within the cybersecurity, AI and FinTech industries that would benefit from being a public company and from access to our expertise.

16 unchanged sentences

In addition, in order to facilitate our initial Business Combination or for any other reason determined by our Sponsor in its sole discretion, our Sponsor may surrender or forfeit, transfer or exchange our Founder Shares, Private Placement Warrants or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities.

The Founder Shares will automatically convert into Class A Ordinary Shares at the time of our initial Business Combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein.

In the case that additional Class A Ordinary Shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of our initial Business Combination, the ratio at which Class B Ordinary Shares shall convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares equaled, in the aggregate, on an as-converted basis, 25% of the total number of all Ordinary Shares outstanding following completion of the Initial Public Offering (including the Class A Ordinary Shares underlying the Option Units and excluding any Class A Ordinary Shares underlying the Private Placement Warrants) plus all Class A Ordinary Shares and equity-linked securities issued or deemed issued in connection with our initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any warrants issued to our Sponsor or its affiliates or to our officers and directors upon conversion of Working Capital Loans made to us).

ThomasLloyd Business Combination

Business Combination Agreement

The subsection below describes the material provisions of the ThomasLloyd Business Combination Agreement, but does not purport to describe all the terms thereof.

This summary of the ThomasLloyd Business Combination Agreement is qualified in its entirety by reference to the complete text of the ThomasLloyd Business Combination Agreement, a copy of which is filed with the Report as Exhibit 2.1, and is incorporated by reference herein.

Unless otherwise defined herein, the capitalized terms used in this subsection have the same meanings given to them in the ThomasLloyd Business Combination Agreement.

Unless otherwise indicated, this Report does not assume the consummation of the ThomasLloyd Business Combination.

On February 27, 2026, we, ThomasLloyd, and each of the ThomasLloyd Shareholders, entered into the ThomasLloyd Business Combination Agreement.

PubCo and Merger Sub will become parties to the ThomasLloyd Business Combination Agreement following the formation of PubCo.

The ThomasLloyd Business Combination Agreement and the transactions contemplated under the ThomasLloyd Business Combination were unanimously approved by the boards of directors of each of our Company and ThomasLloyd.

The ThomasLloyd Business Combination is expected to close in the third quarter of 2026, following the receipt of the requisite approvals of our shareholders and the ThomasLloyd Shareholders and the fulfillment of other customary closing conditions.

The Merger and the Share Exchange

The ThomasLloyd Business Combination Agreement provides, among other things, that at least one day prior to the share exchange described below, the Company will merge with and into Merger Sub (the “Merger”), with Merger Sub continuing as the Surviving Company after the Merger and a direct, wholly owned subsidiary of PubCo.

The effective time of the Merger is referred to as the “Merger Effective Time.” As a result of the Merger, each issued and outstanding share of our Class A Ordinary Shares and Class B Ordinary Shares, other than the Roman Dissenting Shares (each as defined in the ThomasLloyd Business Combination Agreement) will no longer be outstanding and will be automatically cancelled and converted into and exchanged for the right to receive one PubCo Class A Ordinary Share (as defined below), and each issued and outstanding Roman Warrant (as defined in the ThomasLloyd Business Combination Agreement) will become one warrant to purchase one PubCo Class A Ordinary Share (“PubCo Warrant”), with PubCo issuing a number of PubCo Class A Ordinary Shares and PubCo Warrants in accordance with the terms of the ThomasLloyd Business Combination Agreement.

Exercise of each Roman Warrant will be handled pursuant to an Assignment, Assumption and Amendment Agreement, entered into by each of PubCo, the Surviving Company and Continental, as warrant agent, amending the Warrant Agreement (as defined in the ThomasLloyd Business Combination Agreement), pursuant to which, among other things, PubCo will assume the obligations of the Surviving Company under the Warrant Agreement.

Each Roman Dissenting Share shall be cancelled and cease to exist at the Merger Effective Time, will not be entitled to receive the applicable PubCo Shares (as defined below) and will be entitled to receive only the payment of the fair value of such Roman Dissenting Share held by them as determined in accordance with Section 238 of the Cayman Companies Act.

At least one day following the Merger Effective Time, PubCo will acquire all of the issued and outstanding ordinary shares of ThomasLloyd from the Sellers in exchange for the issuance by PubCo of new ordinary shares, par value $0.01 per share, consisting of Class A ordinary shares (“PubCo Class A Ordinary Shares”) and Class B ordinary shares (“PubCo Class B Ordinary Shares” and, together with the PubCo Class A Ordinary Shares, the “PubCo Shares”).

The effective time of such share exchange is referred to as the “Share Exchange Effective Time” and such share exchange is referred to as the “Share Exchange.” The Share Exchange, together with the Merger, the ThomasLloyd Business Combination and the other transactions contemplated by the ThomasLloyd Business Combination Agreement and the related agreements, are collectively referred to as the “Transactions.”

Subject to the terms and conditions of the ThomasLloyd Business Combination Agreement, PubCo will issue to the Sellers in the aggregate, a number of PubCo Class A Ordinary Shares or PubCo Class B Ordinary Shares, as applicable, with an aggregate value up to an amount equal to the relevant portion of the Share Exchange Aggregate Consideration (as defined in the ThomasLloyd Business Combination Agreement, based on an equity value of $850,000,000), with PubCo allotting and issuing to each Seller, for each ThomasLloyd ordinary share held, a number of PubCo Class A Ordinary Shares and/or PubCo Class B Ordinary Shares, as applicable, equal to the Per Share Exchange Ratio in accordance with the Allocation Schedule (each as defined in the ThomasLloyd Business Combination Agreement).

Following the Closing of the ThomasLloyd Business Combination, in addition to the consideration to be received pursuant to the Share Exchange, if at any time during the period beginning on the date of the Closing (the “Closing Date”) and ending on the fifth anniversary thereof (the “Earn-Out Period”), the closing price of the PubCo Class A Ordinary Shares equals or exceeds certain specified price thresholds for any twenty (20) consecutive Trading Days (as defined in the ThomasLloyd Business Combination Agreement) (each such threshold, an “Earn-Out Target”), then within ten (10) Trading Days following the achievement of such Earn-Out Target, PubCo will issue to the Sellers an aggregate of 7,500,000 PubCo Class A Ordinary Shares for each Earn-Out Target achieved, in an amount of shares equal to each Seller’s pro rata portion of the ThomasLloyd ordinary shares exchanged in the Share Exchange (such PubCo Class A Ordinary Shares issuable upon achievement of the Earn-Out Targets, the “Earn-Out Consideration”).

The Earn-Out Targets are:

(i) $12.50 per share, (ii) $15.50 per share, (iii) $17.50 per share, (iv) $20.00 per share, (v) $22.50 per share, and (vi) $25.00 per share.

The Earn-Out Consideration for each Earn-Out Target is calculated as a separate and distinct target obligation and is payable following the achievement of such target even if such achievements occur concurrently.

The aggregate Earn-Out Consideration available to be earned across all Earn-Out Targets is 45,000,000 PubCo Class A Ordinary Shares.

If any Earn-Out Target is not satisfied during the Earn-Out Period, the obligations with respect to such Earn-Out Target will terminate.

The Earn-Out Consideration and the closing price requirement for each Earn-Out Target are subject to adjustment to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into PubCo Class A Ordinary Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to PubCo Class A Ordinary Shares, occurring on or after the effective date of the ThomasLloyd Business Combination Agreement and prior to the time any such Earn-Out Period is achieved and the Earn-Out Consideration is delivered, if any.

Roman II Shareholder Redemption

We will provide the holders of our Class A Ordinary Shares, the right to have all or a portion of their Class A Ordinary Shares redeemed for cash in connection with the ThomasLloyd Business Combination, in accordance with our governing documents, for a per-share price equal to the pro rata portion of the funds then in our Trust Account (including interest not previously released to pay taxes).

Representations and Warranties;

The ThomasLloyd Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including with respect to the operations of our Company and ThomasLloyd prior to the Closing and the preparation and filing of the ThomasLloyd Registration Statement on Form F-4 relating to the ThomasLloyd Business Combination containing a prospectus and proxy statement (“Proxy Statement”).

In addition, prior to the effectiveness of ThomasLloyd Registration Statement / Proxy Statement, PubCo will adopt a new equity incentive plan (the “PubCo Equity Incentive Plan”) and an employee share purchase plan (the “PubCo Employee Stock Purchase Plan” or “PubCo ESPP”, together with the PubCo Equity Incentive Plan, the “Equity Plan Proposals”).

The PubCo Equity Incentive Plan will provide for the issuance of shares equal to up to 10% of the PubCo Shares on a fully-diluted basis (calculated after giving effect to the Transactions) and will include an annual automatic increase in the share reserve on the first day of each fiscal year, such increase up to 3% of the PubCo Shares on a fully-diluted basis.

The PubCo ESPP will provide for the issuance of shares equal to 2% of the PubCo Shares on a fully-diluted basis (calculated after giving effect to the Transactions) and will include an annual automatic increase in the share reserve on the first day of each fiscal year of 1% of the PubCo Shares on a fully-diluted basis.

The ThomasLloyd Business Combination Agreement also contains obligations of our Company and PubCo to use commercially reasonable efforts to seek financing agreements for an aggregate of at least $100 million in proceeds through one or more subscription agreements on such terms and conditions therein, and using a placement agent, to be mutually agreed by our Company, PubCo and ThomasLloyd.

Each of our Company, PubCo and ThomasLloyd will use commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing (as defined in the ThomasLloyd Business Combination Agreement).

The parties to the ThomasLloyd Business Combination Agreement have agreed to take all requisite action such that, effective immediately after the Share Exchange Effective Time, the PubCo board of directors will initially consist of seven (7) directors:

(A) one (1) director will be designated by ThomasLloyd;

(B) one (1) director will be designated by our Company;

and (D) four (4) directors will be Independent Directors who are not employed by ThomasLloyd and who are mutually agreeable to our Company and ThomasLloyd;

provided, that at least a majority of the PubCo board of directors will qualify as Independent Directors.

The initial director designees will hold such office until their respective successors are duly appointed and qualified or until their earlier death, resignation or removal.

Conditions to Closing

The obligation of the parties to consummate the ThomasLloyd Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of any applicable waiting periods under applicable antitrust law, (ii) no legal restraint or prohibition issued by any governmental entity enjoining, prohibiting or preventing the consummation of the ThomasLloyd Business Combination being in effect, (iii) the effectiveness of the ThomasLloyd Registration Statement / Proxy Statement, (iv) receipt of the requisite approvals of our shareholders, (v) the approval for listing of the PubCo Shares on Nasdaq (or other principal market mutually agreed by our Company and ThomasLloyd), and (vi) the PubCo board of directors being constituted as required by the ThomasLloyd Business Combination Agreement.

The obligation of our Company and the PubCo Parties to consummate the Transactions is also subject to the fulfillment of other customary closing conditions, including, but not limited to, (i) there having been no Material Adverse Effect (as defined in the ThomasLloyd Business Combination Agreement) since the date of the ThomasLloyd Business Combination Agreement that is continuing, (ii) execution and delivery of an officer’s certificate by an officer of ThomasLloyd certifying the accuracy of certain conditions, and (iii) receipt of evidence that each of the Terminating Contracts (as defined in the ThomasLloyd Business Combination Agreement) shall be terminated effective as of immediately prior to the Merger Effective Time.

The obligation of ThomasLloyd and the Sellers to consummate the Transactions is also subject to the fulfillment of other customary closing conditions, including, but not limited to, (i) there having been no Roman Material Adverse Effect (as defined in the ThomasLloyd Business Combination Agreement) since the date of the ThomasLloyd Business Combination Agreement that is continuing, (ii) execution and delivery of an officer’s certificate by an officer of our Company certifying the accuracy of certain conditions, (iii) the articles of association of PubCo (the “PubCo Articles”) having been filed with Companies House, accepted by the registrar and shown as effective on the public register, (iv) the execution and delivery of the registration rights agreement (the “ThomasLloyd Registration Rights Agreement”) and lock-up agreement (the “ThomasLloyd Lock-Up Agreement”), and (v) that sponsor support agreement (the “Sponsor Support Agreement”) has been complied with in all material respects.

The ThomasLloyd Business Combination Agreement may be terminated under certain circumstances, including (i) by mutual written consent of ThomasLloyd and our Company at any time prior to the Closing, (ii) by either ThomasLloyd or our Company if the Closing has not occurred by August 31, 2026 (the “Outside Closing Date”) (provided that, if the SEC has not declared the ThomasLloyd Registration Statement / Proxy Statement effective on or prior to August 31, 2026, the Outside Closing Date shall be automatically extended to November 16, 2026) or the Outside Closing Date shall be extended by a vote of the shareholders of our Company to a date not to exceed December 16, 2027, (iii) by ThomasLloyd or our Companny if a governmental authority issues a final and non-appealable order or enacts a law making the Transactions illegal or permanently restraining, enjoining or otherwise prohibiting the Transactions, (iv) by ThomasLloyd or our Company if the shareholder meeting of our Company has been held and concluded and the shareholder approval of Roman was not obtained, (v) by Roman at any time after May 15, 2026 if ThomasLloyd fails to deliver the required audited financial statements, management’s discussion and analysis, and information necessary for the preparation of unaudited pro forma condensed combined financial information of PubCo within the time period required under the ThomasLloyd Business Combination Agreement, (vi) by our Company if ThomasLloyd or the PubCo Parties breach any representation, warranty, agreement or covenant in the ThomasLloyd Business Combination Agreement which has rendered or would reasonably be expected to render the satisfaction of certain closing conditions impossible and such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by ThomasLloyd of written notice from our Company describing the nature of such breach, or (vii) by ThomasLloyd if our Company breaches any of its covenants, agreements, representations, and warranties in the ThomasLloyd Business Combination Agreement which has rendered or would reasonably be expected to render the satisfaction of certain closing conditions impossible and such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by our Company of written notice from ThomasLloyd describing the nature of such breach.

If the ThomasLloyd Business Combination Agreement is validly terminated, none of the parties will have any liability or any further obligation under the ThomasLloyd Business Combination Agreement other than customary confidentiality obligations, except in the case of willful breach or fraud.

Notwithstanding the foregoing, (i) if our Companny terminates the ThomasLloyd Business Combination Agreement after June 30, 2026 solely due to ThomasLloyd’s failure to deliver the required audited financial statements by June 30, 2026, ThomasLloyd shall pay our Company the portion of Roman’s reasonable and documented out-of-pocket fees and expenses paid or payable to third parties as they relate to the negotiation of the Ancillary Agreement (as defined in the ThomasLloyd Business Combination Agreement) and the ThomasLloyd Business Combination Agreement (the “Roman Transaction Expenses”), (ii) if ThomasLloyd fails to consummate the Transactions upon satisfaction of all of the conditions to Closing as set forth in Article XI of the ThomasLloyd Business Combination Agreement (other than those conditions that by their nature would be satisfied at the Closing) or otherwise terminates the ThomasLloyd Business Combination Agreement in breach of Article XII of the ThomasLloyd Business Combination Agreement, provided in each case, that our Company and PubCo are each ready and willing to consummate the Transactions at such time and not in breach of their obligations, ThomasLloyd shall pay our Company the Roman Transaction Expenses plus $8,000,000 as liquidated damages as set forth in the ThomasLloyd Business Combination Agreement, or (iii) if either our Company or ThomasLloyd terminates the ThomasLloyd Business Combination Agreement because the Closing has not occurred by the Outside Closing Date (provided that such termination right is not available to a party whose failure to fulfill its obligations was the proximate cause of the failure to close), ThomasLloyd shall pay our Company the Roman Transaction Expenses plus $8,000,000 as liquidated damages as set forth in the ThomasLloyd Business Combination Agreement.

Related Agreements

Sponsor Support Agreement

Concurrently with the execution of the ThomasLloyd Business Combination Agreement, our Company, our Sponsor, and ThomasLloyd entered into the Sponsor Support Agreement, pursuant to which our Sponsor has agreed to, among other things, (i) vote in favor of the ThomasLloyd Business Combination Agreement, the Merger, and each other proposal related to the Transactions, and against any alternative transactions or agreements that would impede, hinder, interfere with, delay, postpone, frustrate, prevent or nullify the Transactions, (ii) not redeem any Subject Shares (as defined in the Sponsor Support Agreement) in connection with the Transactions, (iii) be bound by certain other covenants and agreements related to the ThomasLloyd Business Combination, (iv) be bound by certain transfer restrictions with respect to the shares in our Company prior to the expiration time of the Sponsor Support Agreement, (v) be subject to the restrictions contemplated by the ThomasLloyd Lock-Up Agreement, (vi) waive anti-dilution protections with respect to the conversion of our Class B Ordinary Shares, (vii) convert each of our Class B Ordinary Shares into one Class A Ordinary Share, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement, (viii) waive any appraisal rights to dissent from the Transactions, and (viii) not amend, terminate or modify the Insider Letter (as defined in the Sponsor Support Agreement) without ThomasLloyd’s prior written consent.

PubCo will become a party to the Sponsor Support Agreement by executing a signature page thereto.

ThomasLloyd Registration Rights Agreement

In connection with the Transactions, PubCo, our Company, our Sponsor, and certain shareholders of our Company and ThomasLloyd will enter into the ThomasLloyd Registration Rights Agreement.

Pursuant to the ThomasLloyd Registration Rights Agreement, among other things, PubCo will agree that, within thirty (30) days following the Closing Date, PubCo will file with the SEC a registration statement registering the resale of certain PubCo Shares held by or issuable to the parties thereto (such registration statement, the “ThomasLloyd Resale Registration Statement”), and PubCo will use its commercially reasonable efforts to have the ThomasLloyd Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) sixty (60) days following the filing (or ninety (90) days if the SEC reviews the ThomasLloyd Resale Registration Statement) and (ii) seven (7) business days after the SEC notifies PubCo that the ThomasLloyd Resale Registration Statement will not be reviewed.

Such holders will be entitled to customary piggyback registration rights and demand registration rights, including underwritten demands.

The ThomasLloyd Registration Rights Agreement also provides for liquidated damages payable to holders if PubCo fails to file or have declared effective the ThomasLloyd Resale Registration Statement within the required timeframes.

The ThomasLloyd Registration Rights Agreement amends and restates the Roman II Registration Rights Agreement that was entered into by our Company, our Sponsor and B.

Riley, in connection with our IPO.

The ThomasLloyd Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the ThomasLloyd Registration Rights Agreement or (b) with respect to any holder party thereto, on the date that such holder no longer holds any Registrable Securities (as defined therein).

ThomasLloyd Lock-Up Agreement

In connection with the consummation of the Transactions, our Sponsor and the ThomasLloyd Shareholders will enter into the ThomasLloyd Lock-Up Agreement with PubCo.

Pursuant to the ThomasLloyd Lock-Up Agreement, our Sponsor and certain ThomasLloyd Shareholders will agree not to effect any transfer, sale or distribution (except for certain permitted transfers) of any PubCo Shares held by such holder after the Closing until the earlier of 180 days after the Closing Date or the date on which PubCo consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction which results in all of the shareholders of PubCo having the right to exchange their PubCo Shares for cash, securities or other property.

Amended and Restated Business Combination Marketing Agreement

In connection with the signing of the ThomasLloyd Business Combination Agreement, our Company, ThomasLloyd and B.

Riley entered into an Amended and Restated Business Combination Marketing Agreement, which amended and restated the Business Combination Marketing Agreement, dated December 12, 2024, by and between our Company and B.

Pursuant to the Amended and Restated Business Combination Marketing Agreement, B.

Riley will provide certain advisory, marketing and capital markets services to our Company in connection with certain business combinations, including the ThomasLloyd Business Combination.

As consideration for such services, our Company has agreed to pay B.

Riley a fee equal to 4.5% of the gross proceeds received by our Company from the sale of our equity securities in our IPO, including any proceeds from the full exercise of the underwriters’ Over-Allotment Option (the “Fee”).

In connection with the ThomasLloyd Business Combination, the Fee will be structured and calculated based on the gross proceeds available to PubCo at the Closing, including proceeds retained from the Trust Account following the redemption deadline, proceeds from any PIPE Financing and proceeds from any other sources (collectively the “Gross Proceeds”) as follows:

30% of the Gross Proceeds on the first $10.0 million of Gross Proceeds;

10% of the incremental Gross Proceeds exceeding $10.0 million, up to the total amount of the Fee.

If all or any portion of the Fee is not paid in full at Closing, PubCo is obligated to enter into a committed equity facility (the “CEF”) with B.

Riley or its affiliate immediately upon the Closing, as described below.

If the Fee has not been paid in its entirety at Closing or subsequent to the Closing, subject to certain conditions, our Company has agreed to maximize our use of the CEF, subject to customary ownership and volume limitations, and to pay B.

Riley 30% of the net proceeds raised under the CEF until the Fee is paid in full.

If the Fee has not been paid in full by the twelve-month anniversary of the Closing, PubCo will be required to pay the remaining unpaid balance in cash.

In addition, PubCo has granted B.

Riley the right to serve in the following capacities in certain capital markets transactions:

(1) as lead distribution agent for any at-the-market offering (with a commission of 2.0% of gross proceeds) for 24 months following the Closing, and (2) until the Fee is paid in full, as joint lead underwriter and joint lead bookrunner for any public offerings (with equal economics to other joint lead underwriters) and placement agent for any private offerings.

Committed Equity Facility Term Sheet

In connection with the consummation of the Transactions, our Company, ThomasLloyd and B.

Riley entered into a binding term sheet (the “CEF Term Sheet”) with B.

Riley relating to the CEF.

Pursuant to the CEF Term Sheet, subject to the consummation of the ThomasLloyd Business Combination and the execution of definitive documentation, B.

Riley will agree to purchase, from time to time during the 36-month commitment period following closing, up to an aggregate of $200.0 million (the “Aggregate Commitment Amount”) of PubCo’s common stock, at a purchase price equal to 97.0% of the volume-weighted average price of PubCo’s common stock during a defined pricing period, subject to customary ownership, exchange cap and volume limitations.

In consideration for the investor’s commitment, PubCo will agree to pay the investor a commitment fee of 1.0% of the Aggregate Commitment Amount and to reimburse certain expenses, up to $75,000, not including quarterly legal fees of up to $7,500 in quarters where the CEF is used.

If the engagement of a qualified independent underwriter is required, PubCo will reimburse B.

Riley up to an additional $55,000 for such engagement.

The CEF Term Sheet is subject to customary conditions, including the negotiation of a definitive purchase agreement.

The Founder Shares will automatically convert into Class A Ordinary Shares at the time of our initial Business Combination, including the ThomasLloyd Business Combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein.

In the case that additional Class A Ordinary Shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of our initial Business Combination, including the ThomasLloyd Business Combination, the ratio at which Class B Ordinary Shares shall convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares equaled, in the aggregate, on an as-converted basis, 25% of the total number of all Ordinary Shares outstanding following completion of the Initial Public Offering (including the Class A Ordinary Shares underlying the Option Units and excluding any Class A Ordinary Shares underlying the Private Placement Warrants) plus all Class A Ordinary Shares and equity-linked securities issued or deemed issued in connection with our initial Business Combination, including the ThomasLloyd Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any warrants issued to our Sponsor or its affiliates or to our officers and directors upon conversion of Working Capital Loans made to us).

Our Public Shareholders may incur substantial dilution due to such anti-dilution adjustments that result in the issuance of Class A Ordinary Shares on a greater than one-for-one basis upon conversion.

3 unchanged sentences

If we raise additional funds through equity or convertible debt issuances, our Public Shareholders may suffer substantial dilution.

This dilution would increase to the extent that the anti-dilution provision of the Founder Shares result in the issuance of Class A shares on a greater than one-for-one basis upon conversion of the Founder Shares at the time of our initial Business Combination.

In addition, the cashless exercise of the Private Placement Warrants would further increase the dilution to our Public Shareholders.

3 unchanged sentences

The Management Team, driven by these skills, has realized capital in various private companies that have exited via initial public offerings and trade sale.

Our Management Team has worked together for over 20 years across Silicon Valley, including roles as founders, technology executives and board directors, which has allowed our Management Team to develop a pipeline of proprietary deal flow based upon our relationships with many C-Level executives and founders, former employees and associates, and deal partners across the leading venture capital and private equity groups.

Basile and Mr.

Doll have worked together for over 20 years across Silicon Valley, including roles as founders, technology executives and board directors, which has allowed our Management Team to develop a pipeline of proprietary deal flow based upon our relationships with many C-Level executives and founders, former employees and associates, and deal partners across the leading venture capital and private equity groups.

We believe our Management Team’s experience and deal flow pipeline will allow us to create value for our stockholders over time.

51 unchanged sentences

Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses.

We use these criteria and guidelines in evaluating initial Business Combination opportunities, but we may decide to enter into our initial Business Combination with a target business that does not meet these criteria and guidelines.

We use these criteria and guidelines in evaluating initial Business Combination opportunities, including the ThomasLloyd Business Combination, but we may decide to enter into our initial Business Combination with a target business that does not meet these criteria and guidelines.

We are focusing on companies that alone, or through a strategic combination with another company, have a most recent enterprise valuation between $300 million and $1.5 billion.

17 unchanged sentences

Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

The time required to select and evaluate a target business and to structure and complete our initial Business Combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another Business Combination.

The time required to select and evaluate a target business and to structure and complete our initial Business Combination, including the ThomasLloyd Business Combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial Business Combination, including the ThomasLloyd Business Combination, is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another Business Combination.

Competitive Strengths

8 unchanged sentences

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the Initial Public Offering.

We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of the sale of our Ordinary Shares in connection with our initial Business Combination (including pursuant to any forward purchase agreements or backstop agreements into which we may enter following the consummation of the Initial Public Offering or otherwise), Ordinary Shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.

We may seek to complete our initial Business Combination with a company or business that may be financially unstable or in its early-stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

We will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer.

If we seek shareholder approval, we will complete our initial Business Combination only if we receive an Ordinary Resolution under Cayman Islands law and our Amended and Restated Charter.

The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.

We have until December 16, 2026, or until such earlier liquidation date as our Board may approve, to consummate our initial Business Combination.

If we anticipate that we may be unable to consummate our initial Business Combination within the Combination Period, we may seek shareholder approval to amend our Amended and Restated Charter to extend the date by which we must consummate our initial Business Combination.

We intend to effectuate our initial Business Combination, including the ThomasLloyd Business Combination, using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of the sale of our Ordinary Shares in connection with our initial Business Combination, including the ThomasLloyd Business Combination (including pursuant to any forward purchase agreements or backstop agreements into which we may enter following the consummation of the Initial Public Offering or otherwise), Ordinary Shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.

We may seek to complete our initial Business Combination, including the ThomasLloyd Business Combination, with a company or business that may be financially unstable or in its early-stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

We will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination, including the ThomasLloyd Business Combination, either (i) in connection with a general meeting called to approve the Business Combination, including the ThomasLloyd Business Combination, or (ii) without a shareholder vote by means of a tender offer.

If we seek shareholder approval, we will complete our initial Business Combination only, including the ThomasLloyd Business Combination, if we receive an Ordinary Resolution under Cayman Islands law and our Amended and Restated Charter.

The decision as to whether we will seek shareholder approval of a proposed Business Combination, including the ThomasLloyd Business Combination, or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.

We have until December 16, 2026, or until such earlier liquidation date as our Board may approve, to consummate our initial Business Combination, including the ThomasLloyd Business Combination.

If we seek shareholder approval for an extension, Public Shareholders will be offered an opportunity to redeem their Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding Public Shares, subject to applicable law.

If we are unable to complete our initial Business Combination within the Combination Period, or by such earlier liquidation date as our Board may approve, we will redeem 100% of the Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, subject to applicable law and certain conditions as further described herein.

If we are unable to complete our initial Business Combination (including the ThomasLloyd Business Combination) within the Combination Period, or by such earlier liquidation date as our Board may approve, we will redeem 100% of the Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, subject to applicable law and certain conditions as further described herein.

As of December 31, 2025, the pro rata redemption price was approximately $10.49 per Public Share (less taxes payable).

4 unchanged sentences

We are not required to obtain such an opinion in any other context.

Additionally, pursuant to Nasdaq rules, any initial Business Combination must be approved by a majority of our independent directors.

Additionally, pursuant to Nasdaq rules, any initial Business Combination, including the ThomasLloyd Business Combination, must be approved by a majority of our independent directors.

We anticipate structuring our initial Business Combination so that the post-transaction company in which our Public Shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

We may, however, structure our initial Business Combination, including the ThomasLloyd Business Combination, such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the Business Combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the Business Combination.

5 unchanged sentences

We are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers or directors (or their respective affiliates), or completing the Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors.

In the event we seek to complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated Charter) with our Sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial Business Combination is fair to our Company from a financial point of view.

While ThomasLloyd is not affiliated with our Sponsors, directors or officers or members of our Management Team, in the event we do not consummate the ThomasLloyd Business Combination and we seek to complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated Charter) with our Sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial Business Combination is fair to our Company from a financial point of view.

We are not required to obtain such an opinion in any other context.

Members of our Management Team and our independent directors directly or indirectly own Founder Shares and/or Private Placement Warrants following the Initial Public Offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination.

The low price that our Sponsor, executive officers and directors (directly or indirectly) paid for the Founder Shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for Public Shareholders.

6 unchanged sentences

As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial Business Combination.

In addition, our Sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial Business Combination.

As a result, our Sponsor, officers and directors could have conflicts of interest in determining whether to present Business Combination opportunities to us or to any other SPAC with which they may become involved.

Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial Business Combination target.

As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial Business Combination.

As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial Business Combination, including the ThomasLloyd Business Combination.

Sourcing of Potential Business Combination Targets

We believe our Management Team’s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial Business Combination targets.

We believe our Management Team’s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial Business Combination targets, including the ThomasLloyd Business Combination.

Over the course of their careers, the members of our Management Team have developed a broad network of contacts and corporate relationships around the world.

3 unchanged sentences

In addition, target Business Combination candidates are brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions.

We are not required to obtain such an opinion in any other context.

Status as a Public Company

4 unchanged sentences

The typical initial public offering process takes a significantly longer period of time than the typical Business Combination transaction process, and there are significant expenses and market and other uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with a Business Combination with us.

Furthermore, once a proposed initial Business Combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences.

Following an initial Business Combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions.

Furthermore, once a proposed initial Business Combination is completed, such as the ThomasLloyd Business Combination, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences.

Following an initial Business Combination, including the ThomasLloyd Business Combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions.

Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

2 unchanged sentences

With funds available for a Business Combination in the amount of approximately $241 million (as of December 31, 2025), we offer a target business a variety of options, such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.

Because we are able to complete our initial Business Combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Because we are able to complete our initial Business Combination (including the ThomasLloyd Business Combination) using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

However, there can be no assurance third party financing will be available to us.

Effecting our Initial Business Combination

If our initial Business Combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial Business Combination or used for redemptions of our Public Shares, we may use the balance of the cash released to us from the Trust Account following the closing of the Initial Public Offering for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial Business Combination, to fund the purchase of other companies, or for working capital.

If our initial Business Combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial Business Combination, including the ThomasLloyd Business Combination, or used for redemptions of our Public Shares, we may use the balance of the cash released to us from the Trust Account following the closing of the Initial Public Offering for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial Business Combination, to fund the purchase of other companies, or for working capital.

We may need to obtain additional financing to complete our initial Business Combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number of our Public Shares upon completion of the Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

2 unchanged sentences

Further, as described above, due to the anti-dilution rights of our Founder Shares, our Public Shareholders may incur material dilution.

In addition, we are targeting businesses with enterprise values that are greater than we could acquire with the net proceeds of the Initial Public Offering and the Private Placement, and, as a result, if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by Public

Shareholders, we may be required to seek additional financing to complete such proposed initial Business Combination.

We may also obtain financing prior to the closing of our initial Business Combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial Business Combination.

10 unchanged sentences

While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

Prior to or in connection with the completion of our initial Business Combination, there may be payment by the company to our Sponsor, officers, directors, advisors, or their respective affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account.

Prior to or in connection with the completion of our initial Business Combination, including the ThomasLloyd Business Combination, there may be payment by the company to our Sponsor, officers, directors, advisors, or their respective affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account.

We will engage a finder only to the extent our Management Team determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue.

1 unchanged sentence

Lack of Business Diversification

For an indefinite period of time after the completion of our initial Business Combination, the prospects for our success may depend entirely on the future performance of a single business.

For an indefinite period of time after the completion of our initial Business Combination, including the ThomasLloyd Business Combination, the prospects for our success may depend entirely on the future performance of a single business.

Unlike other entities that have the resources to complete Business Combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.

3 unchanged sentences

Limited Ability to Evaluate the Target’s Management Team

Although we closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial Business Combination with that business, our assessment of the target business’s management may not prove to be correct.

Although we closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial Business Combination with that business, such as the management of ThomasLloyd, our assessment of the target business’s management may not prove to be correct.

In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.

1 unchanged sentence

The determination as to whether any of the members of our Management Team will remain with the combined company will be made in connection with our initial Business Combination.

While it is possible that one or more of our directors will remain associated in some capacity with us following our initial Business Combination, it is unlikely that any of them will devote their full efforts to our

affairs subsequent to our initial Business Combination.

While it is possible that one or more of our directors will remain associated in some capacity with us following our initial Business Combination, including the ThomasLloyd Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial Business Combination.

Moreover, we cannot assure our shareholders that members of our Management Team will have significant experience or knowledge relating to the operations of the particular target business.

16 unchanged sentences

and (v) additional legal complexities of a proposed Business Combination that would be time-consuming and burdensome to present to shareholders.

See “ThomasLloyd Business Combination” above for more information on the requisite approvals in connection with the ThomasLloyd Business Combination.

Permitted Purchases of Our Securities

If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors, and their affiliates may purchase Public Shares or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination, although they are under no obligation or duty to do so.

If we seek shareholder approval of our initial Business Combination, including the ThomasLloyd Business Combination, and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors, and their affiliates may purchase Public Shares or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination, although they are under no obligation or duty to do so.

Such a purchase may include a contractual acknowledgment that such Public Shareholder, although still the record holder of our Public Shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

2 unchanged sentences

Additionally, at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, officers, advisors, and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination or not redeem their Public Shares.

However, they have no current commitments, plans or intentions to engage in such

transactions and have not formulated any terms or conditions for any such transactions.

However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions.

23 unchanged sentences

Riley pursuant to the Business Combination Marketing Agreement.

Our Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they may hold in connection with the completion of our initial Business Combination.

Our proposed initial Business Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

1 unchanged sentence

We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to forward purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

See “ThomasLloyd Business Combination” above for more information on redemptions and our net tangible assets in connection in connection with the ThomasLloyd Business Combination.

Manner of Conducting Redemptions

We will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination, including the ThomasLloyd Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer.

5 unchanged sentences

● conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

● file proxy materials with the SEC.

In the event that we seek shareholder approval of our initial Business Combination, we will distribute proxy materials and, in connection therewith, provide our Public Shareholders with the redemption rights described above upon completion of the initial Business Combination.

● file proxy materials with the SEC, such as those included in the ThomasLloyd Registration Statement.

If we seek shareholder approval, we will complete our initial Business Combination only if we receive an Ordinary Resolution under Cayman Islands law and our Amended and Restated Charter, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of our Company.

17 unchanged sentences

In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial Business Combination.

In addition, if we conduct redemptions in connection with a

shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such Public Shares is included.

In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such Public Shares is included.

The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our Public Shares in connection with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements.

1 unchanged sentence

If the proposed initial Business Combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by Public Shareholders who elected to redeem their shares.

In the event the aggregate cash consideration we would be required to pay for Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption will be returned to the holders thereof.

We may, however, raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Limitation on Redemption Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our Amended and Restated Charter provides that a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in the Initial Public Offering (“Excess Shares”), without our prior consent.

If we seek shareholder approval of our initial Business Combination, including the ThomasLloyd Business Combination, and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our Amended and Restated Charter provides that a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in the Initial Public Offering (“Excess Shares”), without our prior consent.

We believe this restriction will discourage Public Shareholders from accumulating large blocks of shares, and subsequent attempts by such Public Shareholders to use their ability to exercise their redemption rights against a proposed Business Combination as a means to force us or our Management to purchase their Public Shares at a significant premium to the then-current market price or on other undesirable terms.

4 unchanged sentences

As described above, we intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their Public Shares to our transfer agent electronically using the DWAC system, prior to the date set forth in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial Business Combination.

In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial Business Combination, including the ThomasLloyd Business Combination.

12 unchanged sentences

In such case, we will promptly return any certificates delivered by Public Shareholders who elected to redeem their Public Shares.

If our initial proposed Business Combination is not completed, we may continue to try to complete a Business Combination with a different target until the end of the Combination Period.

If our initial proposed Business Combination, including the ThomasLloyd Business Combination, is not completed, we may continue to try to complete a Business Combination with a different target until the end of the Combination Period.

Redemption of Public Shares and Liquidation if No Initial Business Combination

Our Amended and Restated Charter provides that we will have only the duration of the Combination Period to complete our initial Business Combination.

Our Amended and Restated Charter provides that we will have only the duration of the Combination Period to complete our initial Business Combination, including the ThomasLloyd Business Combination.

If we have not completed our initial Business Combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

4 unchanged sentences

Our Sponsor, officers and directors have also agreed, pursuant to the Letter Agreement, that they will not propose any amendment to our Amended and Restated Charter (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, in each case unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1.27 million of proceeds held outside the Trust Account as of December 31, 2024, although we cannot assure our shareholders that there will be sufficient funds for such purpose.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of proceeds held outside the Trust Account as of December 31, 2025, although we cannot assure our shareholders that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

6 unchanged sentences

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by Management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Management is unable to find a service provider willing to execute a waiver.

Marcum, our independent registered public accounting firm, and the underwriters of the Initial Public Offering will not execute agreements with us waiving such claims to the monies held in the Trust Account.

CBIZ, our independent registered public accounting firm, and the underwriters of the Initial Public Offering will not execute agreements with us waiving such claims to the monies held in the Trust Account.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason.

22 unchanged sentences

These provisions of our Amended and Restated Charter, like all provisions of our Amended and Restated Charter, may be amended with a shareholder vote.

In identifying, evaluating and selecting a target business for our initial Business Combination, we have encountered competition from other entities having a business objective similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions.

In identifying, evaluating and selecting a target business for our initial Business Combination, including the ThomasLloyd Business Combination, we have encountered competition from other entities having a business objective similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying and effecting Business Combinations directly or through affiliates.

5 unchanged sentences

We currently have three officers:

Doll, Small and Basile.

Doll, Birmingham and Basile.

These individuals are not obligated to devote any specific number of hours to our matters, but they devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination.

The amount of time they devote in any time period varies based on whether a target business has been selected for our initial Business Combination and the stage of the Business Combination process we are in.

We do not intend to have any full time employees prior to the completion of our initial Business Combination.

We do not intend to have any full time employees prior to the completion of our initial Business Combination, including the ThomasLloyd Business Combination.

Periodic Reporting and Financial Information

1 unchanged sentence

In accordance with the requirements of the Exchange Act, our annual reports, including this Report, contain financial statements audited and reported on by our independent registered public accountants.

We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business.

In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB.

3 unchanged sentences

While this may limit the pool of potential Business Combination candidates, we do not believe that this limitation will be material.

We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act.

We are required to evaluate our internal control procedures for the fiscal year ending December 31, 2025 pursuant to the Sarbanes-Oxley Act.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited.

4 unchanged sentences

We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial Business Combination.

On August 28, 2025, we received a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC, notifying us that we were not in compliance with requirements of Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of not having filed with the SEC our quarterly report on Form 10-Q for the quarterly period ended June 30, 2025 in the prescribed timeframe.

The deficiency letter had no immediate effect on the listing of our securities on Nasdaq.

According to the deficiency letter, we had a period of 60 calendar days, or until October 27, 2025, to submit a plan to Nasdaq to regain compliance.

We filed such quarterly report on October 23, 2025.

On November 5, 2025, we received a notice from Nasdaq confirming that we are in compliance with the Rule.

On October 1, 2025, our Board of Directors appointed John J.

Birmingham as our new Chief Financial Officer.

Birmingham also serves as our principal financial officer.

In connection with Mr.

Birmingham’s appointment, we and Mr.

Birmingham entered into an offer letter, dated October 1, 2025 (the “Offer Letter”), pursuant to which Mr.

Birmingham received a one-time initial cash payment in the amount of $25,000 and will receive a subsequent cash payment of $50,000 relating to our Securities and Exchange Commission reporting obligations as more specifically described in the Offer Letter, and such additional amounts as may be agreed upon by the parties.

We are a Cayman Islands exempted company.

11 unchanged sentences

We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our Public Shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Public Shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

In addition, after completion of the Initial Public Offering and prior to the consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on the appointment or removal of directors.

In addition, after completion of the Initial Public Offering and prior to the consummation of a Business Combination, including the ThomasLloyd Business Combination, only holders of our Class B Ordinary Shares have the right to vote on the appointment or removal of directors.

As a result, Nasdaq considers us to be a “controlled company” within the meaning of Nasdaq corporate governance standards.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business