The Company

Type and purpose

• Cayman Islands exempted company organized as a special purpose acquisition company (SPAC).
• Formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more target businesses or assets (the initial business combination).

Sector focus and flexibility

• Primarily pursuing opportunities in financial services technology (fintech) and fintech-adjacent sectors that enable transformation and innovation.
• May pursue targets outside fintech (for example, real estate, insurance, ecommerce-related technology infrastructure).
• Intends to consider global opportunities while retaining the option to acquire a domestic company.

Status and operations (through 12/31/2025)

• Had not commenced operations as of December 31, 2025.
• Activities through that date related to company formation, the IPO and identifying a target for the initial business combination.
• Has a defined completion window for completing a business combination and must cease operations and liquidate if it does not complete a business combination within that window (as amended, typically up to 36 months from the IPO closing).

Capital structure and funding

• IPO closed July 2, 2025: 25,300,000 units sold (including full exercise of the over-allotment option) for gross proceeds of $253,000,000.
• Concurrent private placement: 720,000 placement units sold at $10.00 per unit, grossing $7,200,000.
• Proceeds from the IPO and private placement were placed in a trust account. After paying $10,780,000 of deferred underwriting fees, approximately $242,220,000 remained in the trust.
• As of December 31, 2025, $1,852,928 of funds were available outside the trust to fund working capital and other needs.
• Trust investments consist of U.S. government securities with maturities of 185 days or less or money market funds that meet Rule 2a-7, plus cash or cash equivalents; trust funds finance the initial business combination or related redemptions, with interest earned (net of permitted withdrawals) potentially released for permitted uses.

Management and sponsor

• Management team includes Betsy Z. Cohen (CEO, President and Director) and Daniel G. Cohen (Chairman).
• Sponsor entities are Delaware limited liability companies; Betsy Z. Cohen is the sole manager of each sponsor. Sponsor and affiliates hold a substantial equity stake.
• As of May 2025, the sponsor held 8,673,333 founder shares; initial holders collectively owned approximately 26.3% of issued and outstanding shares.
• Placement units were issued in a private placement to the sponsor and Clear Street, creating additional founder-like interests via a sponsor-controlled structure.
• Sponsor and affiliates have governance rights and transfer restrictions, including lock-up-style arrangements on founder shares and placement units (with customary exceptions).

Target identification and deal process

• Sources of acquisition candidates include unaffiliated investment bankers, attorneys, accountants, private equity and venture capital funds, brokers, corporate executives, and the management team and sponsor affiliates.
• The company may pay advisory, finder’s or success fees to parties associated with officers or directors, subject to market norms and independence requirements for certain transactions.
• The company may seek to raise additional financing (equity or debt) to complete a business combination; such financing could dilute public shareholders or impose liens or covenants, and would be pursued in connection with the closing of the initial business combination.

Transaction structure and shareholder rights

• The post-transaction company is expected to own 50% or more of the target’s voting securities or otherwise secure a controlling interest; 80% of the trust assets must be allocated to the initial business combination (the “80% fair market value test”).
• Public shareholders generally have redemption rights in connection with the initial business combination, at a per-share cash amount equal to the funds on deposit in the trust (plus interest, net of withdrawals), subject to applicable law and the company’s governing documents.
• The sponsor, officers and directors have agreed to waive redemption rights with respect to founder shares and certain other shares held by them in connection with the initial business combination; they retain redemption rights if the company fails to complete a business combination within the completion window.
• The company may seek shareholder approval for the initial business combination depending on legal or listing requirements; when approval is sought, founder shares and placement shares generally vote in favor of the initial business combination (subject to specific agreements).

Governance, domicile and regulatory framework

• Governed by the amended and restated memorandum and articles of association and subject to Cayman Islands law.
• Nasdaq listing rules apply to the initial business combination process and related approvals.
• Warrants issued at the IPO (and private placement) have typical anti-dilution and redemption features; warrants may be redeemed by the company under certain conditions and include forum and arbitration provisions for related disputes.
• The company qualifies as an “emerging growth company” and a “smaller reporting company” under the JOBS Act and may elect to use the extended accounting transition period.

Industry risk and geographic scope

• Management’s fintech expertise is a principal driver of the deal process, but target selection may extend beyond that sector.
• Cross-border targets may introduce additional regulatory, foreign investment review and currency considerations.

Employment and customers

• The company has no operating revenues to date and will not generate operating revenues until it completes its initial business combination.
• Two executive officers are named.

Current financial highlights (as of 12/31/2025)

• Trust account balance after deferred underwriting fees: approximately $242,220,000 (assuming no redemptions).
• Funds available outside the trust for working capital: approximately $1,852,928.
• No operating revenues or income to date; revenues are expected only after completing an initial business combination.

One-sentence description

It is a Cayman Islands–based SPAC formed to raise capital via an IPO and a private placement, hold funds in trust, identify and complete a single fintech-focused (or fintech-adjacent) initial business combination, and operate the resulting post-merger business.