Item 1. Business
ITEM 1. Business.
We are a blank check company
incorporated in the Cayman Islands on July 2, 2024, formed for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses. The Company has not commenced any operations nor
generated any revenues to date. All activity for the period from July 2, 2024 (inception) through December 31, 2025 relates
to the Company’s formation and the initial public offering described below, and since the initial public offering to its search
for an initial business combination. We are also an emerging growth company and, as such, we are subject to all of the risks associated
with emerging growth companies.
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Our sponsor is International
SPAC Management Group I LLC, a Cayman Islands limited liability company. On July 30, 2024, our sponsor entered into a subscription
agreement with us to purchase 9,583,333 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share.
On March 13, 2025, the sponsor surrendered for cancellation 3,740,591 founder shares held by it for no consideration. On May 14, 2025
we issued an additional 1,168,548 unissued Class B ordinary shares to the sponsor, resulting in the sponsor owning 7,011,288 Class B ordinary
shares. Accordingly, the sponsor’s initial investment in us of $25,000 resulted in an effective purchase price of $0.004 per share
for the 7,011,288 founder shares the sponsor has purchased.
On May 16, 2025, we consummated
the initial public offering of 24,150,000 Units (the “Public Units” and, with respect to the Class A ordinary shares and public
warrants included in the Public Units, the “Public Shares”, and “Public Warrants”, respectively), including 3,150,000
Units issued pursuant to the exercise of the underwriters’ over-allotment option. The Units were sold at a price of $10.00 per Unit,
generating gross proceeds to the Company of $241,500,000. Simultaneously with the closing of the initial public offering, we completed
the private sale of 3,821,591 private placement warrants to the Sponsor and the underwriters at a purchase price of $1.00 per private
placement warrant, generating gross proceeds to the Company of $3,821,591. The private placement warrants are identical to the Public
Warrants sold in the initial public offering. Following the closing of the initial public offering and the private placement, a total
of $242,103,750 was placed in the trust account. We incurred $12,213,743 of transaction costs, consisting of $1,207,500 of cash underwriting
fee, $8,452,500 of deferred underwriting fee, and $2,553,743 of other offering costs.
Following the initial public
offering and the sale of the private placement warrants, a total of $242,103,750 was placed in a trust account (“Trust Account”)
located in the United States, with Odyssey Transfer and Trust Company acting as trustee, and has been invested only in U.S. “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (“Investment Company
Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under
the Investment Company Act which invest only in direct U.S. government treasury obligations, or held as cash, as determined by us, until
the earlier of: (i) the completion of an initial business combination and (ii) the distribution of the Trust Account as described below.
We intend to use substantially
all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less income taxes
payable), to complete our initial business combination. To the extent that our capital share or debt is used, in whole or in part, as
consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital
to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Market Opportunity and Business Strategy
While we may pursue an initial
business combination opportunity in any industry or sector (subject to certain limitations described in the IPO Prospectus), we intend
to focus on high potential businesses based in the United States with an enterprise valuation between $500,000,000 and $5,000,000,000.
To the extent the purchase price for any acquisition to be paid in cash exceeds the net proceeds available to us, we may issue debt or
equity to consummate the acquisition. Such additional financing may come in the form of bank financings or preferred equity, common equity
or debt offerings or a combination of the foregoing.
Our business strategy is to identify opportunities
where a combination of capital, talent and network will improve the customer experience and drive value for all stakeholders. Our business
strategy focuses on leveraging our proven management team to execute our business strategy, improve profitability and demonstrate growth
across mature and emerging markets.
While we may enter into an initial business combination
opportunity with a target business in any industry, there are three primary areas of focus we will concentrate our efforts in:
1.
Cryptocurrency and Blockchain . The cryptocurrency market has evolved into a significant global asset class, with a total market capitalization exceeding $1 trillion, driven by increasing institutional adoption and technological advancements. The global blockchain technology market size was estimated at USD 31.28 billion in 2024 and is projected to grow at a CAGR of 90.1% from 2025 to 2030.
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The current administration has taken unprecedented
steps to integrate digital assets into the national financial strategy. In January 2025, President Donald Trump issued Executive
Order 14178, titled “Strengthening American Leadership in Digital Financial Technology,” which prohibits the establishment
of a central bank digital currency (CBDC) and establishes a group tasked with proposing a federal regulatory framework for digital assets
within 180 days. Furthermore, on March 6, 2025, President Trump signed an executive order to create a “strategic bitcoin reserve”
by stockpiling cryptocurrency assets seized through law enforcement. The move, aimed at benefiting the digital assets industry, directs
federal agencies to hold onto Bitcoin and develop budget-neutral strategies to acquire more, with no cost to taxpayers.
Our team brings extensive experience in digital
assets, blockchain infrastructure, and regulatory and policy matters affecting the sector. With backgrounds spanning finance, technology,
and public policy, our leadership has been at the forefront of navigating the intersection of crypto innovation and government oversight.
This expertise positions us well to identify and capitalize on opportunities within the evolving digital asset ecosystem, leveraging strategic
insights, industry relationships, and a forward-thinking approach to drive value creation.
2.
Data Security . Traditionally data security
has been nothing more than a buzzword. Major U.S. enterprises and government entities have struggled to find effective solutions to counter
data breaches. As the world becomes more connected, data has become much more ubiquitous, exposing much more than just sensitive data
to these attacks. Americans are constantly bombarded with notices of data breach violations on an ever-increasing scale. This has led
to a seismic shift in how society views data privacy as we have capitulated and ceded a once sacred right to privacy.
After major attacks on infrastructure, such as
the Colonial Pipeline attack, governments and enterprises have realized that data security is no longer something that can be placated
through public relations efforts. Over the next decade, an estimated $3 trillion USD is expected to be spent on data security and
systems hardening. We believe that number could be materially higher. We also believe the solutions will come from emerging technologies
that will challenge the narrative of the large corporations that are currently hiding behind a façade of big-name security as society
is continuously paying the price for their failures.
The need to protect critical infrastructure, financial systems and
military applications is outpacing the desire for corporations to shirk meaningful investment in exchange for profit margins and the ability
to hide behind well-established failures and broken promises of the “trusted solutions.” The cost of attacks on critical infrastructure
and similar systems simply outweighs the savings from ignoring the issue. This will potentially lead to opportunities in cutting edge
technologies focused on real solutions.
Our management team has an
extensive network of relationships that supports our capability to partner with public and private companies, as well as with large financial
sponsors. This network includes senior executives, investment bankers, private equity funds, venture capital firms, various investment
professionals and owners of private businesses.
Our independent board members
have been selected for their extensive sector and geographic expertise, operating experience, access to proprietary deal flow, strong
relationships with government and business leaders and entrepreneurs and their ability to source attractive targets and assist us in implementing
our business combination strategy. They have significant experience in senior government roles and have held senior leadership positions
with companies where they have a strong track record of creating shareholder value, organically and through transformational acquisitions
or corporate restructurings, as well as extensive relationships with owners and operators of companies within their respective industries.
We believe that the networks
and experience of our management team and independent board members provide us with specific competitive advantages over other blank check
companies in sourcing attractive targets for the following reasons:
First-class leadership team fueled by the
combination of proven management team and Board of Directors.
Our leadership team has extensive expertise across
the target regions and sectors, with private and public board experience as well as a proven track record of generating value for investors
across macroeconomic and industry cycles.
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Diverse global network drives sourcing of
attractive opportunities.
Our leadership team has a
broad network of relationships in both the public and private sectors, with access to both mature (U.S. and Europe) and emerging markets
(Asia, Latin America and Africa), which we believe will provide us with a range of attractive potential business combinations.
Proven track record of deploying technology
in regulated businesses.
Our management team has substantial
experience in managing change and leveraging technology to drive improved business performance across a broad range of sectors, including
media, data, banking, logistics, wealth/asset management and real estate. Their experience covers a diverse range of technology strategies,
including both in-house development and joint-venture creation, and have a track-record of successfully deploying these strategies in
the past.
Demonstrated track-record of attracting
talent and business scale-up.
Our experienced leadership
team has experience fostering a company culture which both attracts and retains talent. Our team has a strong track record of achieving
sustained business growth as well as significant value creation for investors, with experience in leadership roles at prominent companies.
Extensive experience of disciplined M&A.
Our management team and independent
board members have significant background in executing competitive, sizeable and complex transactions. The rigorous and disciplined criteria
we intend to use to assess potential acquisitions derives from our leadership team’s collective industry experience across a range
of leading companies, which has provided them with a deep understanding of the market as well as expertise in scaling businesses.
Competitive Strengths
We believe that we possess
several competitive strengths to successfully source, evaluate and execute an initial business combination. We believe that the background,
operating history and experience of our management team provides us not only with access to a broad spectrum of investment opportunities,
but also with the ability to significantly improve upon the operational and financial performance of a target business. Members of our
management team have previously successfully funded a SPAC and subsequently completed an initial business combination with a high-quality
target.
Business Combination Criteria
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 intend to use these criteria and guidelines in evaluating business combination opportunities, although we may decide to
enter into our initial business combination with a target business that does not meet these criteria and guidelines. Qualities we look
for in identifying target businesses include but are not limited to the following:
Large addressable market underpinning long-term
growth prospects.
We seek to acquire one or
more businesses with significant runway to capture market share in a large addressable market, with attractive long-term growth prospects,
favorable secular trends and superior unit economics that can be further enhanced through diverse revenue drivers. We evaluate companies
with significant potential to grow both organically and through strategic mergers and acquisitions.
Business with significant revenue and earnings
growth potential.
We seek to acquire one or
more businesses with a leading market position in an attractive industry. We believe scale and technological differentiation can provide
a basis for superior competitive performance relative to industry peers. Our team’s deep understanding of various industries as
well as our experience in managing businesses and achieving sustainable growth is unparalleled when compared to other sources of equity
and growth capital.
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Management team with a focus on generating
profitable, long-term growth and operating free cash flow.
We seek to acquire one or
more businesses with a management team that is focused on driving shareholder value through not only increasing revenues but by also demonstrating
the ability to control operating costs and delivering positive free cash flow in the future.
Distinct business strengths driving competitive
differentiation and attractive unit economics.
We seek to acquire one or
more businesses that has long-term, sustainable competitive differentiation coupled with superior unit economics. We are focused on companies
with strong business models and favorable sector tailwinds which we believe can lead to durable and profitable growth.
Scalable operations.
We seek to acquire one or
more businesses that will be able to significantly scale its operations to take advantage of its opportunities. We intend to leverage
our management team’s experience in scaling businesses in order to help accelerate growth.
Uncorrelated returns with minimal cyclicality
risk.
We seek to acquire one or more businesses with
limited susceptibility to cyclical risk and shifts in the macroeconomic environment.
Reputable management team with well-defined
vision and credible track record.
We seek to acquire one or
more businesses with a professional management team which has a clear and compelling vision for the company, with skills that complement
the expertise of our founders and whose interests are aligned with those of our investors. Where necessary, we also look to complement
and enhance the capabilities of the target business’ management team by recruiting additional talent through our deep network of
contacts.
These criteria and guidelines
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 criteria and guidelines as well as other considerations, factors and criteria that our management
team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not
meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our
shareholder communications related to our initial business combination, which, would be in the form of proxy solicitation materials or
tender offer documents that we would file with the SEC. In addition to any potential business candidates we may identify on our own, we
anticipate that other target business candidates will be 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.
Because there are numerous
special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for
available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved
financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns (including
a negative public perception of mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed
to close business combinations or operate targets post-business combination. Thus, our ability to identify and evaluate a target company
may be impacted by significant competition among other special purpose acquisition companies in pursuing business combination transaction
candidates and significant competition may impact the attractiveness of the acquisition terms that we will be able to negotiate.
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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 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 of the private
placement warrants, 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 initial public offering 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 ordinary shares upon the completion of our initial business combination
either (i) in connection with a meeting of our shareholders 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 the law of the Cayman Islands 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.
Pursuant to our amended and
restated memorandum and articles of association, we have until 24 months from the closing of the initial public offering to consummate
an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within
24 months, we may, by resolution of our board of directors, extend the period of time to consummate a business combination in two three-month
increments (for a total of 30 months) after the closing of the initial public offering by depositing into the trust account, for each
three-month extension, $1,750,000, or up to $2,012,500 if the underwriters’ over-allotment option is exercised in full (representing
$0.10 per unit of the total units sold in the initial public offering). Our shareholders, in connection with any such extension, will
not be offered the opportunity to vote on such extension or redeem their shares. If we are unable to consummate our initial business combination
within the applicable time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our board of directors, 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.
In such event, there will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless.
The Nasdaq listing rules require
that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least
80% of the assets held in the trust account (excluding the deferred underwriting commissions and Permitted Withdrawals on the interest
income earned on the funds held in the trust account). We refer to this as the 80% fair market value test. If our board of directors is
not able to independently determine the fair market value of the target business or businesses, 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. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business
combination, although there is no assurance that will be the case. In addition, pursuant to Nasdaq listing rules, our initial business
combination must be approved by a majority of our independent directors.
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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 issued and outstanding voting securities
of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as
an investment company under the Investment Company Act of 1940, as amended (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 our initial business combination
may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our
initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares
in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target business or issue a substantial
number of new shares to third parties in connection with financing our initial business combination. 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 valued
for purposes of the 80% fair market value test. If our initial business combination involves more than one target business, the 80% fair
market value test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then
listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test.
Our amended and restated memorandum
and articles of association require the affirmative vote of a majority of our board of directors, which must include a majority of our
independent directors, to approve our initial business combination (or such other vote as the applicable law or stock exchange rules then
in effect may require).
We do not believe we will
need to raise additional funds following the initial public offering in order to meet the expenditures required for operating our business.
However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial
business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business
prior to our initial business combination. In addition, because we intend to target businesses with enterprise values that are greater
than we could acquire with the net proceeds of the initial public offering and the sale of the private placement warrants, 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 redemptions
by public shareholders, we may need to obtain additional financing, through the issuance of additional securities or the incurrence of
debt, to complete our initial 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. 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 any forward purchase
agreements, backstop or similar agreements we may enter into following the consummation of the initial public offering or otherwise. Subject
to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our 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 cease operations and 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.
Facilities
We currently maintain our
executive offices at 1825 Ponce de Leon Blvd, Suite 260, Coral Gables, Florida 33134, and our telephone number is 645-201-8586.
We consider our current office space adequate for our current operations.
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Employees
We currently have three officers
and do not intend to have any full-time employees prior to the completion of our initial business combination. Members of our management
team 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 that any such person will devote
in any time period to our company will vary based on whether a target business has been selected for our initial business combination
and the current stage of the business combination process.
Competition
In identifying, evaluating
and selecting a target business for our initial business combination, we may encounter intense competition from other entities having
a business objective similar to ours, including other blank check companies, 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. Moreover, many of these competitors possess greater financial,
technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial
resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation
to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for
our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably
by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial
business combination.
Emerging Growth Company
We are an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible
to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not
“emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result,
there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107
of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging
growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging
growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion
of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which
we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates
exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we
have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging
growth company” shall have the meaning associated with it in the JOBS Act.
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