ADDED
As of March 6, 2026, there were 17,998,375 Class A Ordinary Shares, par value $0.0001 per share, and 6,118,000 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.
49 SIGNATURES 51 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report (as defined below), including, without limitation, statements under Part II, Item 7.
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.
As of the date of this Report, we have not selected any Business Combination target.
We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial Business Combination.
Initial Public Offering Our IPO Registration Statement became effective on October 31, 2025.
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.
Our Management Team is led by (i) Anthony James Vinciquerra, the Chairman of our Board, (ii) Thomas Bushey, our Chief Executive Officer and (iii) Jake Gudoian, our Chief Financial Officer, who have many years of experience in identifying, acquiring, investing in and operating businesses, and providing depth of knowledge in capital markets.
We must complete our initial Business Combination by (i) November 4, 2026, the end of our Combination Period, which is 24 months from the closing of our Initial Public Offering, (ii) such earlier liquidation date as our Board may approve or (iii) such later date as our shareholders may approve pursuant to the Amended and Restated Articles .
If our initial Business Combination is not consummated by the end of our Combination Period, our existence will terminate, and we will distribute all amounts in the Trust Account as described elsewhere in this Report.
REMOVED
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
The registrant s Units begin trading on T he Nasdaq Stock Market LLC on November 1, 2024, and the registrant s Class A Ordinary Shares and Warrants began trading on The Nasdaq Stock Market LLC on December 27, 2024 .
Accordingly, there was no market value for the registrant s common equity as of the last business day of the second fiscal quarter of 2024.
The aggregate market value of the registrant s outstanding Class A Ordinary Shares, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on December 31, 2024, as reported on The Nasdaq Stock Market LLC, was $ 170,775,000 .
As of March 31, 2025, there were 17,998,375 Class A Ordinary Shares, par value $0.0001 per share, and 6,118,000 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.
38 SIGNATURES 40 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report (as defined below), including, without limitation, statements under Item 7.
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.