ADDED
As of March 30, 2026, there were 23,425,499 Class A Ordinary Shares, par value $0.0001 per share, and 5,750,000 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.
These forward-looking statements can be identified by the use of forward-looking terminology, including the words believe, estimate, anticipate, expect, intend, plan, may, will, potential, project, predict, continue, should, could or would or, in each case, their negative or other variations or comparable terminology.
Overview We are a blank check company incorporated on March 7, 2023 as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination with one or more businesses or entities.
We may pursue an initial Business Combination in any business or industry.
To date, our efforts have been limited to (i) organizational activities, (ii) activities related to our Initial Public Offering, and (iii) searching for and consummating a Business Combination, including the Suncrete Business Combination (as described below).
Initial Public Offering Our IPO Registration Statement became effective on July 25, 2023.
The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to our Company of $230,000,000.
Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the private sale of 797,600 Private Placement Units to our Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to our Company of $7,976,000.
The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.
A total of $232,300,000, comprised of $226,000,000 of the proceeds from the Initial Public Offering and $6,300,000 of the proceeds from the Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee.
REMOVED
As of March 14, 2025, there were 23,797,600 Class A Ordinary Shares, par value $0.0001 per share, and 5,750,000 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.
These forward-looking statements can be identified by the use of forward-looking terminology, including the words believes, estimates, anticipates, expects, intends, plans, may, will, potential, projects, predicts, continue, or should, or, in each case, their negative or other variations or comparable terminology.
Additionally, in 2024, the SEC (as defined below) adopted additional rules and regulations relating to SPACs (as defined below).
In addition, the SEC s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act (as defined below), including its duration, asset composition, business purpose, and the activities of the SPAC and its management team.
The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
General We are a blank check company incorporated as an exempted company under the laws of the Cayman Islands on March 7, 2023 and will seek to effect an initial Business Combination with one or more businesses or entities.
To date, our efforts have been limited to organizational activities, activities related to our Initial Public Offering, and, after the closing of the Initial Public Offering, searching for a Business Combination target.
We have not selected any specific Business Combination target.
We intend to acquire and operate a business in the consumer and consumer-related products and services industries and believe our Management Team is well suited to identify opportunities that have the potential to generate attractive risk-adjusted returns for our shareholders.