Blank-Check Company

What the company is

A blank-check (SPAC) company incorporated in the Cayman Islands on December 13, 2024.
Formed to effect a single initial Business Combination (a merger, acquisition, or similar transaction) with one or more target businesses or entities.
As of the report date, no target had been selected.

No operating revenues to date.
No customers have been identified or served; the plan is to pursue a Business Combination rather than operate a current business.
Two officers on the management team: Tapiero and Majocha.
No full-time employees prior to completing an initial Business Combination.

On July 3, 2025, completed an Initial Public Offering (IPO) of 17,250,000 Units, including 2,250,000 Over-Allotment Option Units.
Each Unit consisted of one Public Share and one-quarter of one Public Warrant; each full Public Warrant permits purchase of one Class A Ordinary Share at $11.50.
IPO price: $10.00 per Unit.
Gross proceeds from the IPO: $172,500,000.
Simultaneously, 2,250,000 Private Placement Warrants were sold at $2.00 each, generating $4,500,000 in gross proceeds.
Sponsor purchased 1,500,000 of the Private Placement Warrants; Cantor purchased 750,000.
A total of $172,500,000 (IPO proceeds plus Private Placement proceeds) was placed in the Trust Account.

The Trust Account holds funds intended to finance the initial Business Combination and related redemptions.
As of December 31, 2025, the Trust Account balance was approximately $172.5 million less a Deferred Fee.
After payment of $8,212,500 of the Deferred Fee, cash available for a Business Combination was $164,287,500.
Per-share redemption value (as of that date) was approximately $10.20 per Public Share (before taxes).
Cash and liquidity outside the Trust Account to fund ongoing operations: approximately $383,075 as of December 31, 2025.

Focus area: digital assets and blockchain sectors, based on the senior leadership and advisory experience of the sponsor and management team (including affiliates of 50T).
Target guidelines (not exclusive): enterprise value greater than $1.0 billion (transactions outside this range may be considered); emphasis on industry leadership, access to public markets, strong leadership, and proven business models.
The company may pursue targets outside these guidelines and will disclose material deviations in shareholder communications related to the Business Combination.

Expectation of a due diligence process including meetings with management, document reviews, and financial, legal, and operational assessment.
Transactions may involve cash, stock, debt, or a combination. The post-transaction company is expected to have Public Shareholders owning 50% or more of the equity or otherwise hold a controlling interest.
If a Business Combination involves affiliated parties, an independent valuation opinion may be sought.
No current mandate to use professional finders, though finder fees or engagements could occur if determined beneficial.

Public Shareholders will have the right to redeem their Class A Ordinary Shares for a pro rata cash share of the Trust Account either at the time of a general vote on the Business Combination or via a tender offer, depending on the chosen process.
The company intends to provide redemption rights for Public Shares; for certain charter amendments (e.g., extending the Combination Period or altering redemption rights), the redemption mechanism applies as described in the charter.
Sponsor and certain insiders have agreed to vote in favor of the Business Combination and have waived redemption rights on Founder Shares.
There is a 24-month Combination Period from the closing of the IPO to consummate a Business Combination, with potential extensions by charter amendment subject to shareholder approval and applicable redemption options.

Authorized capital: up to 200,000,000 Class A Ordinary Shares, 20,000,000 Class B Ordinary Shares, and 1,000,000 preference shares.
Founder Shares: 4,312,500 issued to Sponsor (approximately $25,000 paid); Sponsor holds 20% of issued and outstanding ordinary shares.
Public Shares: 17,250,000 issued in the IPO.
Private Placement Warrants: 2,250,000; exercisable at $11.50.
Anti-dilution protections for Founder Shares (and for Class B conversions) may cause dilution to Public Shareholders upon consummation of a Business Combination.
Sponsor and Cantor hold Private Placement Warrants; those holders have registration and other rights that could affect the post-transaction capital structure.

Sponsor and its affiliates have substantial influence. Sponsor owns 20% of the issued and outstanding ordinary shares and will appoint directors prior to completion of the initial Business Combination.
The board is classified with staggered terms; director appointments prior to the Business Combination are controlled by the Sponsor through Founder Shares.
No working employees beyond the two officers prior to the Business Combination.

Subject to Nasdaq listing requirements and 2024 SPAC rules, which may affect costs and timing to complete a Business Combination.
Operates as an emerging growth company and a smaller reporting company, with certain reduced disclosure obligations.
Organized as a Cayman Islands exempted company; shareholder rights and dispute resolution may differ under Cayman law. The charter and warrant agreements include exclusive forum provisions.

Proceeds in the Trust Account at closing: $172.5 million (net of a Deferred Underwriter Fee of $8,212,500 paid by December 31, 2025).
Cash available for a Business Combination (as of December 31, 2025): $164,287,500.
Public redemption value (as of December 31, 2025): approximately $10.20 per Public Share.
Cash outside the Trust Account (working capital): approximately $383,075 as of December 31, 2025.
No operating revenues or profits to date; no customers; founders and insiders hold a significant stake and have agreed to vote in favor of the Business Combination.