Item 1. Business
ITEM 1. BUSINESS
Overview
We are a blank check company incorporated on August 7,
2025 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 annual report
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
target in any business or industry or at any stage of its corporate evolution. Our management team and board members consist of seasoned
professionals who have experience spanning the various industries, including the Artificial Intelligence (AI), consumer AI, mobile applications
(mobile apps), mobile games, financial technology, mergers and acquisitions, corporate finance, corporate governance and compliance and
legal matters, and investment management that we intend to focus on initially. See “ Management ” for additional information
about our directors and executive officers. We believe that our officers’ and directors’ industry expertise, transaction experience
and relationships may provide us with a substantial number of attractive potential business combination targets.
On December 10, 2025, we consummated our IPO of
25,000,000 units, including 2,500,000 units issued pursuant to the partial exercise by the underwriters of their over-allotment option,
pursuant to the Company’s registration statements on Form S-1 (File Nos. 333-290165 and 333-292014) with respect to the IPO. Each
unit consists of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant of the Company, with each whole
warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). The units were
sold at an offering price of $10.00 per Unit, generating gross proceeds of $250,000,000. Pursuant to that certain underwriting agreement,
dated December 8, 2025, we granted BTIG, LLC, the representative of the underwriters, a 45-day option to purchase up to an additional
3,375,000 Units solely to cover over-allotments, if any (the “Over-Allotment Option”). Simultaneously with the consummation
of the IPO, the underwriters exercised the Over-Allotment Option partially and purchased 2,500,000 units, generating total proceeds of
$25,000,000.
Simultaneously with the closing of the IPO on
December 10, 2025, the Company consummated a private placement (the “private placement”) of an aggregate of 685,000 units
(the “private units”) to the sponsor and BTIG, at a price of $10.00 per Private Unit, generating total proceeds of $6,850,000.
Each private unit consists of one Class A ordinary share and one-fourth of one redeemable warrant, with each whole warrant entitling the
holder thereof to purchase one Class A ordinary share for $11.50 per share (subject to adjustment). Of those 685,000 private units, the
Sponsor purchased 435,000 private units and BTIG purchased 250,000 private units. The private units are identical to the units sold in
the IPO. Additionally, the sponsor and BTIG agreed not to transfer, assign, or sell any of the private units or underlying securities
(except in limited circumstances, as described in the registration statement) until 30 days after the completion of our initial business
combination or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange
or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities
or other property. The sponsor and BTIG were granted certain demand and piggyback registration rights in connection with the purchase
of the private units.
On December 10, 2025, a total of $250,000,000
of the net proceeds from the sale of the units in the IPO and the private placement were deposited in a trust account established for
the benefit of the Company’s public shareholders at JPMorgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust
Company, acting as trustee (the “Trust Account”). Except for all interest income that may be released to us to pay taxes,
and up to $100,000 to pay dissolution expenses, none of the funds held in the trust account will be released from the trust account until
the earlier of: (1) the completion of our initial business combination within the required time period; (2) our redemption of 100% of
the outstanding public shares if we have not completed an initial business combination in the required time period; and (3) the redemption
of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles
of association (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial
business combination within the required time period or (B) with respect to any other provision relating to shareholders’ rights
or pre-business combination activity.
We believe that the experience and capabilities
of our management team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful
business combination and bring value to the business post-business combination. Our team has broad sector knowledge though their
collective involvement across a variety of industries, as well as extensive global capital markets experience, with local and cross-border capabilities
allowing access to different sectors of the capital markets.
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Our Management Team
Our management team is led by Husnu Akin Babayigit
and Orkun Kilic, our Co-Chief Executive Officers since September, 2025, Nimika Karadia, our Chief Financial Officer since September
2025, and Directors of the Board since August 2025. Husnu Akin Babayigit and Orkun Kilic are co-managers of our sponsor, Daedalus
Special Acquisition LLC.
Husnu Akin Babayigit, our Co-Chief Executive
Officer and Director, is a serial entrepreneur and an active investor. He has served as the Managing Director of Arcadia Interactive Partners
since February 2025, one of the most active investment firms in gaming. He has also been the co-founder, President and board director
of Tripledot Studios since April 2018, one of the largest gaming companies in the world. Under his leadership, Tripledot grew to
$2 billion in revenues with over 2,500 employees and 25 million daily active users, earning the #1 fastest-growing European
company title from the Financial Times. In 2025, it acquired AppLovin’s games portfolio for approximately $800 million. From
October 2018 to June 2021, Akin was the co-founder of Luna Labs, a B2B SaaS business acquired by IronSource in 2021 for
a nine-figure sum and held senior roles at Facebook, Activision Blizzard, Skype and McKinsey. He has invested in approximately 50
companies, advising and backing several of gaming’s biggest successes, including Dream Games ($5 billion valuation), Peak Games
(sold to Zynga for $1.8 billion), Gram Games (sold to Zynga for about $500 million), Masomo (sold to Miniclip) and many others.
Akin received an MBA degree from Harvard Business School in June 2009, a Master of Science degree in Engineering & Applied
Sciences from Yale University in 2004, a Master of Science degree in Electrical and Computer Engineering from the University of Wisconsin — Madison
in 2003 and a Bachelor of Science degree in Electrical & Computer Engineering from the University of Wisconsin — Madison
in 2001.
Orkun Kilic , our Co-Chief Executive
Officer and Director, is the founder & Chief Investment Officer of Berry Street Capital, an event-driven hedge fund. Orkun
was previously the sole Portfolio Manager of the Paulson European Opportunities fund. He joined Paulson in 2011, and within 4 years,
was made the Head of Paulson’s European investments in 2015 before being appointed Managing Partner of Paulson Europe LLP in January 2017.
Prior to Paulson, Orkun worked at Morgan Stanley, focusing on mergers and acquisitions. Before that, he worked for FIBA Holdings, one
of the largest investment firms in Turkey, as an investment analyst covering private and public investment opportunities. He has served
in numerous public and private company boards pursuing transformational and shareholder value enhancing initiatives, including Premier
Foods PLC. Orkun received an MBA degree from Harvard Business School in June 2009. He graduated magna cum laude in Business
Administration and Economics from Koc University, Turkey in 2004. He also received his MSc. in Financial Engineering from Bogazici University,
Turkey in 2006.
Nimika Karadia has served as our Chief
Financial Officer since September 2025. Ms. Karadia has served as the Chief Operating Officer and Chief Financial Officer of Berry
Street Capital Management LLP since February 2025, an event-driven hedge fund and was responsible for the set-up of the firm’s
corporate operations and the affairs of the business as a whole. Prior to Berry Street, Ms. Karadia was the COO of Kanou Capital LLP from
July 2024 to December 2024, and the CFO and COO of Andromeda Capital Management (UK) LLP from September 2022 to April 2024, where she
coordinated fund launches and managed non-investment aspects of the business. From November 2010 to August 2022, Ms. Karadia was
the COO and CFO of Numen Capital LLP. With a background in both credit and equity, Ms. Karadia has over 19 years of financial experience
holding key roles such as CFO, CRO, CCO and MLRO and being responsible for all business accounting and audit processes. She is also an
active CIMA-registered fund director. She is also a long-time Director on several private company boards undertaking all financial
and operational functions. Ms. Karadia holds a Bachelor of Science degree in Politics with Economics from University of Bath, United Kingdom.
Debra Schwartz has served as a member
of our board of directors since December 8, 2025. Ms. Schwartz is a seasoned financial leader skilled at enabling companies to innovate,
grow and scale. Ms. Schwartz is Chief Financial Officer at Goldbelly, the leading curated marketplace for iconic restaurants and chefs.
She has previously served as the CFO of several innovative technology companies including H1, a leading healthcare data technology company
whose mission is to connect the world to the right doctors, Cameo, the celebrity video shoutout pioneer, and Bustle Digital Group, the
digital media provider. Ms. Schwartz spent more than a decade as an equity analyst with Goldman Sachs and Credit Suisse, is on the Board
of Lemonade (NYSE: LMND), and holds an MBA from Harvard University, and a BA/BS from the University of Pennsylvania. We believe Ms. Schwartz
is qualified to serve on our board of directors as she is a seasoned financial leader skilled at enabling companies to innovate, grow
and scale.
Bedii
Can Yücaoğlu has served as a member of our board of directors since December 8,
2025. Mr. Yűcaoğlu has served as the Managing Director at Map Capital Partners based in Istanbul since 2011. He focuses
on investments in consumer products, real estate, chemicals and technology. Mr. Yücaoğlu currently leads teams driving
the transformation of Burda Bebek into the leading regional player in juvenile products as well as providing real estate development
and asset management services to BioCity on behalf of institutional investors led by Blackrock as well as to Anadolu on behalf of Immofinanz
AG. He also serves on the Board of Directors of Burda Bebek (baby products) since 2015, Turkuaz Turizm (real estate) since June 2025,
Silahtarağa Gayrimenkul (real estate) since January 2024, Tarimsal Kimya (chemicals) since 2009 and Map Elektronik (technology)
since May 2025. Bedii Can is a Member of the Board of TUSIAD (Turkish Business Round Table) serving as the Leader of Global Relations &
EU, a Board Member of the HBS Club Istanbul, and serves on the Board of Trustees of GIRVAK (Turkish Entrepreneurship Foundation) and
on the Asset Management Committee of TEV (Turkish Education Foundation). Prior to starting MAP, he worked as a Director at Turkven Real
Estate and as a Senior Associate for McKinsey & Company with project work in finance, logistics and private equity. He holds
an MBA from Harvard Business School and a BS in Electrical Engineering from Northwestern University. We believe Mr. Yücaoğlu
is qualified to serve on our board of directors as he brings extensive investment, strategic, and operational experience across multiple
industries, together with significant board leadership experience.
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Sean Davey Ryan has served as a member
of our board of directors since December 8, 2025. Mr. Ryan is a digital media & technology operator with extensive
global experience in online payments, stable coins and blockchain, e-commerce, marketplaces, mobile ad networks, digital games, enterprise
collaboration platforms, real money gaming and online music. Since January 2024, Mr. Ryan has served as the CEO and co-founder of
Enigma Lake Holdings, Inc. (dba ZOOT), a sweepstakes and stablecoin-focused iCasino operator and game developer, where he leads the
company. From 2022 to 2024, Mr. Ryan served as the CEO of AQUA.xyz, an early web3 commerce marketplace focused on the Immutable and
Polygon blockchain game systems. Since 2014, Mr. Ryan has been serving as Vice President of Business Platform Partnerships at Facebook,
Inc. (Nasdaq: FB), where he leads a more than 500 person global organization that manages the Payments, Commerce, Novi/Blockchain, Workplace
and Audience Network businesses. Prior to his role, Mr. Ryan was hired in 2011 as the Director of Games Partnerships to lead and
grow the Games business at Facebook. Prior to joining Facebook, Mr. Ryan created the new social and mobile games division at News
Corp, an American multinational mass media corporation. Mr. Ryan co-founded Twofish in 2009, a virtual goods and services platform
that provided developers with data analytics and insights for individual application’s digital economies. From 2005 to 2008, Mr. Ryan
founded and led Meez.com, a leading social entertainment service combining avatars, web games and virtual worlds. Mr. Ryan also co-founded SingShot
Media, an online karaoke community, which was sold to Electronic Arts (Nasdaq: EA) and merged into its Sims division. Mr. Ryan received
a Bachelor of Arts from Columbia University in 1990 and a MBA degree from the Anderson School at UCLA in 1996. We believe Mr. Ryan
is qualified to serve on our board of directors because of his track record in implementing monetization strategies in digital media and
technology.
Past performance of our management team or their
respective affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that
we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance
record of our management team or their affiliates as indicative of our future performance. Our officers and directors may have conflicts
of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities.
For a list of our officers and directors and entities for which a conflict of interest may or does exist between such persons and us,
as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities
to us, please refer to the table and subsequent explanatory paragraph under “Management — Conflicts of Interest.”
Prior SPAC Experience
Our independent director, Mr. Sean Davey
Ryan, served as a director of Tekkorp Digital Acquisition Corp. from October 2020 to 2022. Tekkorp Digital Acquisition Corp. (“TEKK”)
was formed in August 2020 as a Cayman Islands — incorporated blank check company. It completed its initial public
offering on October 26, 2020, raising approximately $250 million in IPO proceeds. On October 4, 2022, TEKK announced that
it would not complete its initial business combination by the October 26, 2022 deadline and would not seek an extension to do so.
The company subsequently commenced winding down its operations, redeeming shares held by public shareholders, and was liquidated and delisted
from Nasdaq.
Other than as set forth above, none of our sponsor,
officers or directors has had any prior SPAC experience.
Business Strategy
We believe that there are a range of target businesses
that could benefit from our industry knowledge, relationships, capital and public vehicle. Our strategy is to capitalize on the significant
experience, network and reach of Husnu Akin Babayigit, our Co-Chief Executive Officer, along with our directors to identify and complete
our initial business combination with a target business that we can introduce to a large and growing customer base and generate much more
value in the future. Our initial focus will be on the Consumer AI sector. While we intend to initially focus on potential opportunities
in the United States, we may pursue opportunities internationally.
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Following the IPO, our management team plans to
identify and contact potential target businesses and start to evaluate and pursue a possible business combination. In addition, we will
communicate the parameters of our search to our network of relationships and transaction sources to help us identify potential target
businesses. We intend to leverage our team’s collective experience in the financial services industry and capital markets to successfully
complete a business combination, and then continue to support the combined company with our industry relationships, insights and regulatory
knowledge, financial expertise and capital resources.
Our strategy is to capitalize on the largest technological
platform shift of our generation: consumer artificial intelligence (AI). Just as mobile reshaped consumer behavior over the past decade,
AI is now redefining how people write, learn, create and interact daily.
Our business will focus on acquiring and scaling
a leading consumer AI company operating at large scale, with a profitable subscription-driven model and strong unit economics. Leveraging
our team’s proven playbook in building and consolidating mobile-first businesses, we aim to establish a platform that becomes
the natural consolidator in this fragmented, hyper-growth market.
The strategy consists of three pillars:
1. Anchor Acquisition : Acquire an
attractively valued, high-growth, profitable AI-powered consumer app with strong KPIs and recurring subscription revenue.
2. Platform Expansion : Apply our
operating expertise in user acquisition, retention, monetization and product development to accelerate growth and maximize margins.
3. Market Consolidation : Use the
anchor company as a platform to acquire and integrate additional AI app businesses, replicating the consolidation strategy successfully
executed at Tripledot Studios, where our leadership scaled revenues from zero to $2 billion and executed multiple accretive acquisitions.
Through disciplined execution, we intend to build
a diversified portfolio of AI-powered consumer products that capture outsized share in a market projected to grow at double-digit rates
annually.
Market Opportunity
Consumer AI represents one of the fastest-growing categories
in global technology. Unlike enterprise-focused AI platforms, consumer adoption is already at scale, powered by mobile distribution
and subscription monetization.
● Large and growing TAM: While the TAM of consumer app companies is
estimated to be hundreds of billions of dollars, mobile consumer app revenues (excluding gaming) grew from $3.5 billion in 2014
to $69.2 billion in 2023, with continued strong growth projected. Generative AI app downloads alone have surged from near zero
in 2021 to over 1.5 billion in 2024.
● Proven monetization: AI-powered consumer apps generate revenue predominantly
through recurring subscriptions, with industry benchmarks showing margins above 20% and growth rates exceeding 100% annually for leading
players.
● Emerging leaders: Many companies demonstrate both the scale and profitability achievable
in this category, with valuations ranging from several hundred million to over $13 billion.
● Platform shift tailwinds: As with mobile and social before it, AI is spawning entirely
new user behaviors and creating opportunities for new category leaders across writing assistance, health & wellness, productivity,
video and communication.
We believe we are positioned to harness this growth
by consolidating high-quality, profitable companies in this fragmented and underserved market.
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Competitive Strengths
We believe that our management team is well positioned
to identify attractive target businesses within the Consumer AI industry and to facilitate a successful business combination for the following
reasons:
● Experience recognizing key trends in the financial services industry : Our
team has decades of combined experience across consumer tech, gaming and AI, with operational, financial and investing track records spanning
early-stage venture to large-scale buyouts.
● Experience identifying strong management teams : With key members
of our team having had significant senior executive roles at both public and private companies, we believe we have an ability to identify
the characteristics of successful business leaders, and effective in engaging with these management teams. In addition, key members of
our team have more recently been investing in many founder-led businesses.
● History of operating experience and large scale M&A : Husnu Akin
Babayigit co-founded and ran Tripledot studios, which is now one of the largest mobile gaming companies in the world with approximately
$2bn in yearly revenues, 25 million daily active users, and 2500 employees globally. Tripledot studios recently bought Applovin’s
games businesses for $800mn. Under Akin’s leadership Tripledot studios raised over $250mn, and was recognized as the #1 fastest
growing company in Europe by the Financial Times. More recently, Akin was handed the “Lifetime achievement award” by Mobile
Games Awards organized by Pocket Gamer. In aggregate, our team has many years of proven experience in developing and executing strategy,
building and retaining teams, and executing mergers, acquisitions and business combinations among other activities.
● Deep network and connections to company founders : Our team has many
connections to company founders and business leaders across sectors within the consumer AI, mobile apps and AI sectors. We have invested
in many companies, served on many boards and have worked with many influential founders and senior management teams within the industry,
and specifically the sectors we intend to initially focus on.
● Investor Credibility : A track record of creating significant shareholder
value through successful exits, including Dream Games ($5B), Peak Games ($1.8B), Gram Games (~$500M), Luna Labs (nine-figure exit)
and others.
Investment Criteria
We intend to leverage the extensive network and
experience of our management team in identifying a suitable target within the financial services industry and structuring a business combination
that is attractive to both the target and our public shareholders. We have identified the following general criteria and guidelines that
we believe are important in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating
prospective businesses, we may deviate from these criteria and guidelines should we see fit to do so:
● Clear and Sustainable Competitive Advantages : We intend to target
businesses that differentiate themselves from their peers in ways that are difficult to replicate and have clear competitive advantages.
● High Growth Potential and Cash Flow : We intend to seek businesses
that are well positioned to grow in their respective markets and which have clear plans on how to leverage additional capital to accelerate
growth. We expect to target businesses that have had, or expect to have, strong cash flow generation.
● Experienced Management Teams : We intend to seek to target businesses
that have strong, experienced management teams who we believe may benefit from our financial, managerial and investment expertise as well
as our extensive industry networks and insights. We believe that identifying such management teams is particularly important given our
target industry.
● Attractive Valuations : We intend to only evaluate a business that,
based on our due diligence and industry experience, represents an attractive valuation relative to publicly listed companies with similar
characteristics or in similar industry segments.
● Will Benefit from Being a Public Company : We intend
to pursue a business that will benefit from being a public company, including potentially having broader access to capital and a public
currency for acquisitions.
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These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general
guidelines as well as other considerations, factors and criteria that our management may deem relevant. We may decide to enter into our
initial business combination with a target business that does not meet the above criteria and guidelines, and in the event we do so, we
will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business
combination, which, as discussed in our prospectus, would be in the form of proxy solicitation materials or tender offer documents that
we would file with the SEC.
Our Acquisition Process
In evaluating a prospective target business, we
expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document
reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational,
legal and other information about the target and its industry which will be made available to us. If we determine to move forward with
a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.
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.
Initial Business Combination
We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time following the IPO. We intend to effectuate our initial business combination
using cash from the proceeds of the IPO and the private placement of the private placement units, the proceeds of the sale of our shares
in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter
into following the consummation of the IPO or otherwise), 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 Class A ordinary 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 memorandum and articles of association, 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 the company. 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 the date that is 24 months
from the closing of the IPO (as may be extended by shareholder approval to amend our amended and restated memorandum and articles of association
to extend the date by which we must consummate our initial business combination) or until such earlier liquidation date as our board of
directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial
business combination within the completion period, we may seek shareholder approval to amend our amended and restated memorandum and articles
of association to extend the date by which we must consummate our initial business combination. There are no limitations on the number
of times we may seek shareholder approval for an extension or the length of time of any such extension. However, if we seek shareholder
approval for an extension, holders of public shares will be offered an opportunity to redeem their 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 income taxes payable),
divided by the number of then issued and outstanding public shares, subject to applicable law.
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If we are unable to complete our initial business
combination within 24 months from the closing of the IPO and do not hold a shareholder vote to amend our amended and restated memorandum
and articles of association to extend the amount of time we will have to consummate an initial business combination, or by such earlier
liquidation date as our board of directors may approve, from the closing of the IPO, 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
income 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. We expect the pro rata redemption price to
be approximately $10.00 per public share (whether or not the underwriters exercise their over-allotment option), without taking into
account any interest or other income earned on such funds. However, we cannot assure you that we will in fact be able to distribute such
amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders.
If we do not complete our initial business combination
within the completion window, while we do not currently intend to seek shareholder approval to amend our amended and restated memorandum
and articles of association to extend the amount of time we will have to consummate an initial business combination, we may elect to do
so in the future. There is no limit on the number of extensions that we may seek; however, we do not expect that it will be necessary
to extend the time period to consummate our initial business combination beyond 36 months from the closing of the IPO. If we determine
not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to
extend the completion window, our sponsor’s investment in our founder shares and our private placement units will be worthless.
Nasdaq rules require that we must complete one
or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account
(excluding the deferred underwriting commissions and income taxes payable on the interest earned on the trust account). Our board of directors
will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to
independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment
banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.
While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of
our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target
or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to
Nasdaq rules, any initial 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 issued
and outstanding 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 of 1940, as amended, or 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. For example,
we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock,
shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a
result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could
own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the
equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion
of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test
described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate
value of all of the target businesses.
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We are not prohibited from pursuing an initial
business combination with a company that is affiliated with our sponsor, officers or directors, 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 memorandum and articles of association)
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 will directly or indirectly own founder shares and/or private placement units following the IPO 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. If we are unable to complete our initial business combination
within 24 months from the closing of the IPO (as may be extended by shareholder approval to amend our amended and restated memorandum
and articles of association to extend the date by which we must consummate our initial business combination), or by such earlier liquidation
date as our board of directors may approve, the founder shares and private placement units will expire worthless, except to the extent
they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive
officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable
for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular
business combination if the retention or resignation of any such officers and directors was included by a target business as a condition
to any agreement with respect to our initial business combination.
Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities
pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly,
if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or
she has then current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations
to present such business combination opportunity to such other entity. Our amended and restated memorandum and articles of association
provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons,
shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same
or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered
an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or
officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director
or officer to any other entity. 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, which could
materially affect our ability to complete our initial business combination.
We have filed a Registration Statement on Form 8-A with
the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended,
or the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. 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.
8
Potential Additional Financings
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. If we raise
additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities
could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness
would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described
above, due to the anti-dilution rights of our founder shares, our public shareholders may incur material dilution. In addition, we
intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the IPO and the sale
of the private placement units, 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.
There is no limitation on our ability to 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 forward purchase agreements
or backstop agreements we may enter into following consummation of the IPO. Subject to compliance with applicable securities laws, we
would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete
our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account.
In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in
order to meet our obligations.
Financial Position
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.
Facilities
We currently utilize
office space at 50 Sloane Avenue, London, SW3 3DD, United Kingdom, provided by an affiliate of our sponsor. We reimburse an affiliate
of our sponsor in an amount equal to $10,000 per month for office space, utilities, management, operations and secretarial and administrative
support made available to us. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly
fees. We consider our current office space adequate for our current operations.
Employees
We currently have three
officers: Husnu Akin Babayigit, Orkun Kilic and Nimika Karadia. These individuals are not obligated to devote any specific number of hours
to our matters but they intend to 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 will devote in any time period will vary 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.
Recent Developments
On December 10, 2025, we consummated our IPO of
25,000,000 units, including 2,500,000 units issued pursuant to the partial exercise by the underwriters of their over-allotment option,
pursuant to the Company’s registration statements on Form S-1 (File Nos. 333-290165 and 333-292014) with respect to the IPO. Each
unit consists of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant of the Company, with each whole
warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). The units were
sold at an offering price of $10.00 per Unit, generating gross proceeds of $250,000,000. Pursuant to that certain underwriting agreement,
dated December 8, 2025, we granted BTIG, LLC, the representative of the underwriters, a 45-day option to purchase up to an additional
3,375,000 Units solely to cover over-allotments, if any (the “Over-Allotment Option”). Simultaneously with the consummation
of the IPO, the underwriters exercised the Over-Allotment Option partially and purchased 2,500,000 units, generating total proceeds of
$25,000,000.
9
Simultaneously with the closing of the IPO on
December 10, 2025, the Company consummated the private placement of an aggregate of 685,000 private units to the sponsor and BTIG, at
a price of $10.00 per Private Unit, generating total proceeds of $6,850,000. Each private unit consists of one Class A ordinary share
and one-fourth of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share
for $11.50 per share (subject to adjustment). Of those 685,000 private units, the sponsor purchased 435,000 private units and BTIG purchased
250,000 private units. The private units are identical to the units sold in the IPO.
On December 10, 2025, a total of $250,000,000
of the net proceeds from the sale of the units in the IPO and the private placement were deposited in a trust account established for
the benefit of the Company’s public shareholders at JPMorgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust
Company, acting as trustee
We paid a total of $5,000,000 in underwriting
discounts (excluding deferred underwriting commissions of $8,750,000) and $699,003 for other costs and expenses related to the IPO.
The
underwriters in our IPO did not exercise the remainder of their overallotment option as of January 22, 2026, 45 days from the effective
date of registration statement for the IPO. As such, the overallotment
option has expired and the Sponsor has forfeited 291,667 Founder Shares back to the Company. As a result, the Sponsor currently has 8,333,333
Founder Shares.
On January
27, 2026, the Company announced that, on January 29, 2026, the holders of the Company’s units may elect to separately trade the
Class A ordinary shares and warrants included in the units.
ITEM 1A. RISK FACTORS
For
the risks relating to our operations, see the section titled “Risk Factors” contained in our IPO prospectus dated December
8, 2025, incorporated by reference herein. Since such date, there have been no material changes to the risks relating to our operations.