The Company

Entity type and purpose

• Cayman Islands-domiciled blank check company (special purpose acquisition company, SPAC), formed September 19, 2025.
• Purpose: effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination with one or more businesses (the initial business combination).
• Not limited to FinTech targets; may pursue business combinations outside the Financial Technology sector.

Initial public offering and private placement

• IPO closed February 19, 2026.
• Issued 24,850,000 units; each unit consists of one Class A Share and one-half of one public warrant to purchase one Class A Share.
• Gross proceeds from the IPO: $248,500,000.
• Private placement: 672,000 private placement units; gross proceeds: $6,720,000.

Trust Account and use of proceeds

• At IPO closing, $248,500,000 of the net proceeds (including the underwriters’ deferred discount of up to $4,600,000) from the IPO and a portion of the private placement were placed in a segregated U.S.-based Trust Account.
• Trust funds are invested only in specified U.S. government treasury bills or specified money market funds.
• The Trust Account is intended to fund future redemptions and the initial business combination.

Market focus and target industries

• Primary focus: Financial Technology (FinTech), Software-as-a-Service (SaaS), and Artificial Intelligence (AI).
• Management intends to consider targets ranging from high-growth startups to established firms with stable cash flow that could benefit from access to public markets and the management team’s operational, transactional, and regulatory experience.

Management and personnel

• Chief Executive Officer: Stephen P. Herbert.
• Chief Financial Officer: Douglas M. Lurio.
• Two executive officers; the company does not intend to have full-time employees prior to completion of a business combination.

Initial business combination mechanics and criteria

• Shareholder approval or a tender offer may be used to permit shareholder redemptions.
• The company must complete an initial business combination within 18 months of the IPO closing; if not completed, public shares may be redeemed at approximately $10.00 per Class A Share (subject to adjustments for taxes and dissolution costs) and the company will liquidate.
• 80% fair market value test: target(s) must have a combined fair market value equal to at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on interest).
• The Board will determine fair market value using generally accepted standards and may obtain an independent valuation opinion if it cannot determine fair value independently.
• Transaction structure may result in the post-transaction company owning 50% or more of the target’s voting securities or otherwise obtaining a controlling stake to avoid registration as an investment company; the company may acquire less than 100% of a target in some scenarios.

Potential conflicts and governance

• Certain directors and officers may have fiduciary duties or contractual obligations to other entities, which could present conflicts of interest when evaluating acquisition opportunities.
• Sponsor, officers, and directors may participate in other blank check company ventures.
• Conflicts will be reviewed on a case-by-case basis.

Competition and market positioning

• The company competes with other blank check companies and private or strategic buyers for target transactions.
• Management believes the company’s public status and access to U.S. public markets may provide a competitive advantage in acquiring high-growth targets.

Corporate information

• Emerging growth company under the JOBS Act, with related exemptions and extended transition periods for certain accounting standards.
• Also classified as a smaller reporting company, with associated reduced disclosure obligations.
• Principal executive offices: 1760 Market Street, Suite 602, Philadelphia, PA 19103.
• Phone: (215) 543-6886.

Operations and current financials

• No active operations to date; no customers, no revenue, and no income from ongoing operations.
• All financial activity to date relates to capital raising and establishment of the Trust Account.
• Office space and related services are provided by the Sponsor for a monthly fee of $19,000; the space is used for the company’s operations prior to a business combination.
• No full-time employees; two executive officers.

Cybersecurity and risk notes

• The company relies on third-party digital technologies and services and has no internal dedicated cybersecurity personnel or processes.
• Cyber threats or security breaches affecting third-party providers could impact the company’s assets, proprietary information, or managed data.

Summary

• Cayman Islands-registered SPAC formed to pursue a single, substantial business combination primarily in FinTech, SaaS, or AI, funded by a $248.5 million IPO (plus $6.72 million from a private placement) placed in a Trust Account. The company has two executive officers, no full-time employees, no operating revenue, and an 18-month window to complete a qualifying business combination.