We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination target in any business or industry. While we may pursue an acquisition opportunity in any business industry or sector, we intend to capitalize on the ability of our management team and OneIM personnel to identify, acquire and manage a business that can benefit from our expertise, as members of our management team and OneIM personnel have expertise in diverse asset classes, including corporate equity, growth equity, corporate credit, real estate equity, real estate credit and securitized products, amongst others globally both for private and public businesses. Our sponsor is an affiliate of OneIM. OneIM is a global alternative investment manager that invests across the capital structure, in a range of asset classes, industries and geographies. The firm applies a flexible investment approach and focuses on creating long-term value working with exceptional partners and management teams. OneIM is sector agnostic and focuses on situations where it can leverage its cross-asset class expertise and capital base to achieve differentiated risk-adjusted returns. The firm was founded in 2022 and manages approximately $10 billion in assets as of December 2025. The team consists of approximately 70 people globally, and operates from offices in Abu Dhabi, London, Tokyo and New York. --- Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies that we believe: • have a defensible core business, sustainable revenues and established customer relationships; • are undergoing change in capital structure, strategy, operations or growth; • can benefit from our operational and strategic approach; • offer a unique value proposition with transformational potential that can be substantiated during our detailed due diligence process; and • have reached a transition point in their lifecycle presenting an opportunity for transformation. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. Our executive offices are located in New York, New York.
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