| (a) | The following documents are filed as part of this report or incorporated herein by reference: |
| Page |
| Report of Independent Registered Public Accounting Firm | F-2 |
|---|
| Balance Sheet as of December 31, 2024 | F-3 |
|---|
| Statement of Operations for the period from June 10, 2024 (inception) through December 31, 2024 | F-4 |
|---|
| Statement of Changes in Shareholder’s Deficit for the period from June 10, 2024 (inception) through December 31, 2024 | F-5 |
|---|
| Statement of Cash Flows for the period from June 10, 2024 (inception) through December 31, 2024 | F-6 |
|---|
| Notes to Financial Statements | F-7 |
|---|
| (2) | Financial Statements Schedule |
None.
The following documents are included as exhibits to this Annual Report:
| Exhibit No. | Description |
| 3.1(1) | Amended and Restated Memorandum and Articles of Association |
| 4.1(2) | Specimen Unit Certificate |
| 4.2(2) | Specimen Class A Ordinary Share Certificate |
| 4.3(2) | Specimen Warrant Certificate (included in Exhibit 4.4) |
| 4.4(1) | Warrant Agreement, dated January 14, 2025, between the Company and Odyssey Transfer and Trust Company |
| 4.5* | Description of Securities of the Registrant. |
| 10.1(1) | Units and Restricted Shares Subscription Agreement, dated January 14, 2025, between the Company and Plum Partners IV, LLC |
| 10.2(1) | Units Subscription Agreement, dated January 14, 2025, between the Company and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC |
| 10.3(1) | Units Subscription Agreement, dated January 14, 2025, between the Company and Seaport Global Securities LLC |
| 10.4(1) | Letter Agreement, dated January 14, 2025, among the Company, the sponsor and each of the initial shareholders, directors and officers of the Company |
| 10.5(1) | Investment Management Trust Account Agreement, dated January 14, 2025, between the Company and Continental Stock Transfer & Trust Company |
| 10.6(1) | Registration Rights Agreement, dated January 14, 2025, among the Company, the sponsor and the other Holders (as defined therein) signatory thereto |
| 10.7(1) | Form of Indemnity Agreement, January 14, 2025, between the Company and each of the officers and directors of the Company |
| 10.8(2) | Amended And Restated Promissory Note, dated January 6, 2025, issued to Plum Partners IV, LLC |
| 19* | Insider Trading Policy |
| 31.1* | Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
| 31.2* | Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
| 32.1** | Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. |
| 97.1* | Clawback Policy |
| 101.INS* | Inline XBRL Instance Document. |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema. |
| 101.CAL* | Inline XBRL Taxonomy Calculation Linkbase. |
| 101.LAB* | Inline XBRL Taxonomy Label Document. |
| 101.PRE* | Inline XBRL Definition Linkbase Document. |
| 101.DEF* | Inline XBRL Definition Linkbase Document. |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| (1) | Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-42472), filed with the SEC on January 16, 2025. |
| (2) | Incorporated by reference to an exhibit to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-281144), filed with the SEC on January 7, 2025. |