Item 1. Business
ITEM
1. BUSINESS.
Introduction
We
are a blank check company incorporated in the Cayman Islands as an exempted company for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses.
We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a “shell
company” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because we have no operations
and nominal assets consisting almost entirely of cash.
On August 27, 2025, we issued to our sponsor an
aggregate of 9,583,333 Class B ordinary shares (the “founder shares”) for an aggregate purchase price of $25,000, or approximately
$0.003 per share. Prior to our sponsor’s initial investment of $25,000, we had no assets, tangible or intangible.
On
January 12, 2026, we consummated our initial public offering (the “IPO” or “Initial Public Offering”) of 28,750,000
units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “public
shares”), which included the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units,
at $10.00 per Unit, generating gross proceeds of $287,500,000. Each Unit consists of one Class A ordinary share and one-fourth of one
redeemable warrant (each, a “public warrant”). Each whole public warrant entitles the holder to purchase one Class A ordinary
share at a price of $11.50 per share, subject to adjustment.
Simultaneously
with the closing of the Initial Public Offering, we consummated the sale of 760,000 private placement units (the “private units”
and, with respect to the Class A ordinary shares included in the private units being offered, the “private shares”), at a
price of $10.00 per private unit, in a private placement to our sponsor and BTIG, LLC (“BTIG”), the representative of the
underwriters in the Initial Public Offering, generating gross proceeds of $7,600,000. Of those 760,000 private units, the sponsor purchased
435,000 private units and BTIG purchased 325,000 private units. Each private unit consists of one Class A ordinary share and one-fourth
of one redeemable warrant (each, a “private warrant”). Each whole private warrant entitles the holder to purchase one Class
A ordinary share at a price of $11.50 per share, subject to adjustment.
The
private units are identical to the Units sold in the IPO, except that the private units, including the underlying securities, are not
transferable, assignable or salable by our sponsor or BTIG until the consummation of our initial business combination, subject to certain
limited exceptions. Our sponsor and BTIG were granted certain demand and piggyback registration rights in connection with the purchase
of the private units. No underwriting discounts or commissions were paid with respect to such sale. The private units were issued pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Following the closing of the Initial Public Offering,
a total of $287,500,000 from the net proceeds of the sale of the Units and the private units was placed in a U.S.-based trust account
established for the benefit of the Company’s public shareholders (the “trust account”) with Continental Stock Transfer
& Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released
to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest
of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial
business combination within the completion window, or (iii) the redemption of our public shares properly submitted in connection with
a shareholder vote to amend our amended and restated memorandum and articles of association to (A) 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 have not
consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating
to shareholders’ rights or pre-initial business combination activity, subject to applicable law. The funds may only be invested
in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations and/or held as cash or cash
items (including in demand deposit accounts).
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)
(the “completion window”) to consummate our initial business combination or until such earlier liquidation date as our board
of directors may approve. If we are unable to complete our initial business combination within the completion window 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
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 then seek to liquidate and subsequently dissolve.
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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. 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 or whether
we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules).
Effecting
Our Initial Business Combination
While
we may pursue an initial business combination with any business, in any industry or geographic location (subject to certain limitations),
we intend to focus our search within the financial services and technology industries. Areas of emphasis include blockchain-enabled financial
infrastructure and the broader digital-asset ecosystem, financial technology and payments, artificial-intelligence-enabled financial
software, encryption and cybersecurity, and enabling compute and hardware. We expect to evaluate public-network and enterprise use cases
alike. Across opportunities, we prioritize lawful, standards-aligned operations while preserving the benefits of open, permissionless
architectures. While we remain open to all opportunities, we expect to prioritize opportunities aligned with Ethereum and its broader
ecosystem. We are not limited to these sectors and may evaluate opportunities outside them where we believe our capabilities can catalyze
durable value creation.
Sourcing
and Selection
We
intend to leverage the relationships of our directors and officers with founders and operators, venture and growth-equity investors,
corporate development teams, investment banks and strategic partners to source proprietary and semi-proprietary opportunities. Our process
contemplates direct outreach to businesses evaluating late-stage private financing or public-market alternatives, certain corporate carve-outs,
and referrals from aligned capital partners. We expect to conduct rigorous technology and financial diligence tailored to the target’s
operating environment.
Business
Combination Criteria
Consistent
with our strategy, we have identified the following non-exhaustive criteria and guidelines. We may decide to enter into a business combination
with a target that does not meet all of these criteria and, if we do, we will disclose that in our shareholder communications for such
transaction.
● Large,
growing addressable market with favorable secular drivers and headroom for share capture.
● Differentiated
technology or defensible data (for example, cryptographic intellectual property, network
effects, verifiable compute) supporting durable unit economics.
● Attractive
financial profile with a path to operating leverage and positive free cash flow over
the medium term.
● Policy-aware,
standards-aligned operations (governance, information-security and auditability) appropriate
for public-company stewardship.
● Public-market
suitability , including transparent key performance indicators and a credible long-term
plan.
● Experienced,
high-integrity management aligned through meaningful equity rollover and performance-based
structures.
● Scalability
and platform potential (products, geographies, customer segments), including via disciplined
mergers and acquisitions.
● Operational
resiliency and security posture commensurate with mission-critical financial services
and enterprise requirements.
Transaction
Structuring and Capital Strategy
We
expect to remain flexible in structuring a business combination to balance execution certainty and post-closing capitalization. This
may include cash and stock or share consideration; sponsor and seller equity rollover; performance-based earn-outs; committed private
investment in public equity or redemption-mitigation/backstop financing; and, where appropriate, debt financing for working capital or
growth initiatives. To the extent the cash purchase price exceeds the net proceeds available to us, we may issue additional debt or equity
to consummate the acquisition.
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Competitive
Strengths
● Experienced
team with cross-cycle execution. Our leadership has operated, financed and scaled technology-enabled
and regulated businesses, equipping us to underwrite complex technology, market-structure
and finance considerations.
● Deep
Ethereum network and literacy. Members of our team participate in open Ethereum forums
and developer discussions focused on scaling, sequencing and cryptography, which we believe
enhances sourcing, technical diligence and post-combination support.
● Decades
of experience in financial services and economics. Our team brings extensive backgrounds
across global macro, banking and policy, including experience at the intersection of technology
and capital markets. This breadth allows us to evaluate opportunities through both traditional
finance and emerging digital-asset lenses.
● Network
across founders, investors and strategics. We expect our relationships to provide proprietary
sourcing and co-investment opportunities in mature and emerging markets.
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
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 taxes payable on the interest earned on the trust account) at the time of the agreement to enter into the initial business
combination. 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 aggregate value
of all of the target businesses, will be taken into account for purposes of the 80% fair market value test.
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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.
Redemption
Rights for Public Shareholders Upon Consummation of Our Initial Business Combination
We
will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares, regardless
of whether they abstain, vote for, or vote against, our initial business combination, upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days
prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (less
taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein.
The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors
who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor,
officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights
with respect to their founder shares, private shares and any public shares they may hold in connection with the completion of our initial
business combination.
If
a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder vote for business
or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, and
will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same
financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A
under the Exchange Act.
Redemption
of Public Shares and Liquidation if No Initial Business Combination
Our
amended and restated memorandum and articles of association provide that we will have only the duration of the completion window to complete
our initial 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 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 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.
There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail
to complete our initial business combination within the completion window.
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Our
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to
liquidating distributions from the trust account with respect to any founder shares and private shares held by them if we fail to
complete our initial business combination within the completion window, although they will be entitled to liquidating distributions
from assets outside the trust account. However, if our sponsor or management team acquire public shares in or after the Initial
Public Offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we
fail to complete our initial business combination within the allotted completion window.
Our
sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our
amended and restated memorandum and articles of association (A) 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 completion window or (B) 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.
Competition
In
identifying, evaluating and selecting a target business for our initial business combination, we may encounter significant competition
from other entities having a business objective similar to ours (including other special purpose acquisition companies, private equity
groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions), which competition may impact
the attractiveness of the acquisition terms that we will be able to negotiate. 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
financial, technical, human and other resources that are similar to or greater 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 the exercise of redemption rights by our public shareholders
may reduce the resources available to us for our initial business combination and our issued and outstanding warrants, and the future
dilution they potentially represent, may not be viewed favorably by certain target businesses. Either or both of these factors may place
us at a competitive disadvantage in successfully negotiating an initial business combination.
Facilities
We
currently utilize office space at 201 South Biscayne Blvd, 28 th Floor, Miami, FL 33131, provided by an affiliate of our
sponsor. We will reimburse our sponsor or an affiliate thereof in an amount equal to $20,000 per month for office space, utilities 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 two officers: Mr. Jernigan and Robert Munro. 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.
ITEM
1A. RISK FACTORS.
As
a smaller reporting company, we are not required to make disclosures under this Item.