Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller Large accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statement of the registrantincluded in the filing reflect the correction of an error to previously issued financial statement.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ The registrant’s securities were not listed on any exchange and had no market value as of the last business day of the second fiscalquarter of 2025. The registrant’s Units begin trading on the Nasdaq Stock Market on August 1, 2025 and the registrant’s Class AOrdinary Shares and Warrants began trading on the Nasdaq Stock Market on September 22, 2025. The aggregate market value of theregistrant’s outstanding Class A Ordinary Shares, other than Class A Ordinary Shares held by persons who may be deemed affiliates of As of March 25, 2026, there were 25,300,000 Class A Ordinary Shares, par value $0.0001 per share, and 8,433,333 Class B OrdinaryShares, par value $0.0001 per share, of the registrant issued and outstanding. TABLE OF CONTENTS PART I 1Item 1.Business.1Item 1A.Risk Factors.19Item 1B.Unresolved Staff Comments.22Item 1C.Cybersecurity.22Item 2.Properties.22Item 3.Legal Proceedings.22Item 4.Mine Safety Disclosures.22PART II23 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENT This Report (as defined below), including, without limitation, statement under “Item 7. Management’s Discussion andAnalysis of Financial Condition and Results of Operations,” includes forward-looking statement within the meaning of Section 27A ofthe Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statementinclude, but are not limited to, statement regarding our or our management team’s expectations, hopes, beliefs, intentions or strategiesregarding the future. In addition, any statement that refer to projections, forecasts or other characterizations of future events or Forward-looking statement in this Report may include, for example, statement about: ●our ability to select an appropriate target business or businesses; ●our ability to complete our initial business combination; ●our expectations around the performance of the prospective target business or businesses; ●our success in retaining or recruiting, or changes required in, our officers, key employees or directors following ourinitial business combination;●our officers and directors allocating their time to other businesses and potentially having conflicts of interest with ourbusiness or in approving our initial business combination;●our potential ability to obtain additional financing to complete our initial business combination;●our pool of prospective target businesses;●the adverse impacts of certain events (such as terrorist attacks, natural disasters or a significant outbreak of infectiousdiseases) on our ability to consummate an initial business combination;●the ability of our officers and directors to generate a number of potential business combination opportunities;●our public securities’ potential liquidity and trading; ●the lack of a market for our securities; ●the use of proceeds not held in the