Patriot Acquisition Corp./CI

This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing.

Unless otherwise stated in this prospectus or the context otherwise requires, references to:

• “we,” “us,” “our,” “company” or “our company” are to Patriot Acquisition Corp., a Cayman Islands exempted company;

• “amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering, as amended and/or restated from time to time;

• “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

• “completion window” are to (i) the period ending on the date that is 24 months from the closing of this offering, or such earlier liquidation date as our board of directors may approve, in which we must complete an initial business combination or (ii) such other time period in which we must complete an initial business combination pursuant to an amendment to our amended and restated memorandum and articles of association. Our shareholders can also vote at any time to amend our amended and restated memorandum and articles of association to modify the amount of time we will have to complete an initial business combination, in which case our public shareholders will be offered an opportunity to redeem their public shares;

• “directors” are to our directors(including our director nominees named in this prospectus);

• “Federal Reserve” refers to the Board of Governors of the Federal Reserve System.

• “founder shares” are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or at any time prior thereto at the option of the holders thereof, on a one-for-one basis, subject to adjustment, as described in this prospectus (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);

• “initial shareholders” are to our sponsor and any other holders of our founder shares immediately prior to this offering;

• “Investment Company Act” are to the Investment Company Act of 1940, as amended;

• “letter agreement” refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part;

• “management” or our “management team” are to our officers and directors;

• “ordinary resolution” are to a resolution of the company passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);

• “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

• “private placement warrants” are to the warrants issued to our sponsor and KBW in a private placement simultaneously with the closing of this offering;

• “public shares” are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market; exclude any Class A ordinary shares that are issued upon conversion of our Class B ordinary shares);

• “public shareholders” are to the holders of our public shares, including our initial shareholders and/or members of our management team to the extent our initial shareholders, and/or members of our management team purchase public shares, provided that each initial shareholder’s and member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;

• “public warrants” are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);

• “special resolution” are to a resolution of the company passed by at least a two-thirds (2/3) majority (or such higher approval threshold as specified in the company’s amended and restated memorandum and articles of association) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);

• “sponsor” are to Patriot Acquisition Sponsor LLC, a Delaware limited liability company, formed on October 7, 2025 to invest in our company, as further discussed under “Our Sponsor” below; Patriot Financial Advisors, L.P., is the managing member of Patriot Acquisition Sponsor LLC;

• “underwriters’ over-allotment option” are to the underwriters’ 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any;

• “warrants” are to our public warrants and private placement warrants, as well as any warrants issued as part of units issued on conversion of working capital loans upon or following the consummation of our initial business combination, collectively;

• “warrant exercise date” are to the date on which the warrants will become exercisable, which is 30 days after the completion of our initial business combination; and

• “warrant expiration date” are to the date on which the warrants expire, which is five years after the completion of our initial business combination or earlier upon redemption or liquidation.

All references in this prospectus to shares of the company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.

Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law (that is, an issuance of shares from share premium).

Registered trademarks referred to in this prospectus are the property of their respective owners.

Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.

Our Company

We are a blank check company incorporated on October 16, 2025, as a Cayman Islands exempted company under the laws of the Cayman Islands and incorporated for the purpose of effecting a merger, consolidation capital stock exchange, share exchange, asset acquisition, share purchase, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. While we may pursue an initial business combination target in any industry, we currently intend to concentrate our efforts in identifying businesses in the financial services industry sector (FIG Sector) with a focus on pursuing targets in the specialty finance sector, particularly specialty lending companies with unique technology platforms who can generate

loan volume digitally for commercial and consumer customers in an efficient manner, and fee-based fintech and payment companies. We will also consider investments in the community banking sector, which includes more than 4,000 public and privately held depository institutions in the United States. The Federal Reserve defines community banking organizations as those that hold under $10 billion of assets. We believe that the community banking sector is a large but underserved market with attractive investment attributes.

We will seek to capitalize on the multiple decades of combined investment experience of our management team. Our management team consists of Jack Kopnisky, Chairman and Chief Executive Officer, Thomas Cestare, Chief Financial Officer, and our board of directors and Senior Advisors comprised of individuals with deep experience in the FIG Sector. Our management team has strong financial services operating experience and in-depth knowledge of the banking regulatory environment which we believe will help facilitate the transaction approval process with regulators (if any approvals are needed), expedite the deal structuring process and lead to performance improvements. The management team members have been acquainted with each other or worked together over the past 35 years and have extensive experience as bank executives and venture capitalists. Business combination opportunities will be sourced from our management team’s network of operating executives, investors and advisors. We believe that our management team will be able to leverage its expertise and industry experiences, vast network and relationships for sourcing potential acquisitions including but not limited to the US, and capable of expanding to the international markets.

Our Management

Jack Kopnisky has served as our Chief Executive Officer and as a member of our board of directors since inception. Mr. Kopnisky is a Senior Partner with Patriot Financial Partners, L.P. (“Patriot”). Patriot is a private equity fund headquartered in Radnor, Philadelphia, maintaining a long-only, value-oriented buy and hold strategy designed to provide growth capital to financial services companies that require additional equity to grow. Patriot is focused on investments in the community banking sector, generally defined as banking institutions (as defined herein) with assets generally between $500 million and $10 billion throughout the United States, with a secondary focus on specialty lenders and financial services and financial technology firms closely related to the banking sector. Patriot is the manager of Patriot Financial Partners I, L.P. (“Fund I”); Patriot Financial Partners II, L.P. (“Fund II”); Patriot Financial Partners III, L.P. (“Fund III”); Patriot Financial Partners IV, L.P. (“Fund IV”); and Patriot Financial Partners V, L.P. (“Fund V”). Fund I was a 2008 vintage, $300 million fund; Fund II is a 2013 vintage, $305 million fund; Fund III is a 2017 vintage, $387 million fund; and Fund IV is a 2021 vintage, $274 million fund. Prior to joining Patriot, Mr. Kopnisky served from January 2022 through January 2024 as Executive Chairman of Webster Financial Corporation and its bank subsidiary, Webster Bank. Prior to that he was President and Chief Executive Officer of Sterling Bancorp from 2011 to 2022 and Chief Executive Officer of Sterling National Bank from 2020 through 2022. Mr. Kopnisky served as the Chief Executive Officer of SJB Escrow Corporation from 2009 to 2011, and was the Chief Executive Officer, President and a director of The First Marblehead Corporation from 2005 to 2008. He also served in a variety of leadership positions with KeyCorp and predecessor banks from 1998 to 2005, including President, Consumer Banking Group; President of KeyBank USA and President of Retail Banking and President and Chief Executive Officer of Key Investment. Mr. Kopnisky serves on the boards of Amerant Bancorp, Inc. and Amerant Bank, Encore Bancshares, Inc. and Encore Bank and Beacon Holding Company, Inc. and Beacon Community Bank. He received his B.A. in business administration and economics from Grove City College and is a graduate of Stonier School of Banking and the Weatherhead School of Executive Program, Case Western Reserve University.

Thomas Cestare has served as our Chief Financial Officer and as a member of our board of directors since inception. Mr. Cestare is a Partner with Patriot and has over 30 years of experience in banking. Prior to joining Patriot in 2020, Mr. Cestare served as the Executive Vice President and Chief Financial Officer from 2010-2020 at Beneficial Bancorp, a $6 billion bank based in Philadelphia. Prior to Beneficial, Mr. Cestare was the Executive Vice President and Chief Accounting Officer of Sovereign Bancorp, Inc., a $92 billion Philadelphia bank. Prior to joining Sovereign in 2005, Cestare was a Partner with the public accounting firm of KPMG LLP focusing on banks and other financial service companies. Mr. Cestare has served on the boards of many civic and professional organizations during his career including the Police Athletic League and the Preservation Alliance of Philadelphia. Mr. Cestare received his B.S. degree in Accounting from the University of Delaware.

Our Independent Director Nominees

James Barresi, Age 59, will serve as an independent director immediately upon the commencement of trading of our securities on Nasdaq. Mr. Barresi is a partner with the international law firm Squire Patton Boggs (US) LLP, where he leads the firm’s Financial Services Practice and has practiced law since 2001. He advises financial sector clients on strategic matters, including mergers, acquisitions and joint ventures; capital planning and transactions; complex investments; and related regulatory and governance issues. Illustrative clients include commercial and investment banks, specialty finance and financial technology companies, asset managers, and institutional investors in the financial sector, including private equity and hedge funds. With over 30 years of legal experience, Mr. Barresi has successfully advised clients on scores of public and private mergers, acquisitions and dispositions and in securities offerings with an aggregate value of more than US$200 billion. Previously he served as Senior Vice President and Deputy General Counsel of one of the largest and most acquisitive financial holding companies in the U.S. Mr. Barresi holds a Juris Doctor degree from Wake Forest University and a Bachelor of Arts degree from Alma College. His extensive experience on legal and regulatory matters and experience advising boards and management teams in the financial services sector on a variety of strategic matters qualify him to serve as a member of our Board of Directors.

Robert Jones, Age 68, will serve as an independent director immediately upon the commencement of trading of our securities on Nasdaq. Mr. Jones has over 40 years of experience in the banking industry. From 2004 until his retirement in 2019, he served as President and CEO of Old National Bancorp and as a member of the board of directors, being elected chairman of the board in 2016. Before joining Old National Bancorp, Mr. Jones served for 25 years at KeyCorp in a variety of roles. In addition, Mr. Jones served on the Board of Vectren Corp. and was Chair of their Finance Committee and served on the Federal Reserve Bank of St. Louis Board of Directors, where he was a member of its Executive Committee and chaired the Audit Committee. He also chaired the American Bankers Association’s Bankers Council as well as the Mid-Size Bank Coalition, and was Chair of the Evansville Regional Business Committee from 2012 – 2019. Mr. Jones is a 1979 Graduate of Ashland University with a Bachelor of Arts degree in Political Science and Business Administration. Mr. Jones is well qualified to serve as a member of our Board of Directors due to his extensive experience serving in senior investment roles at financial institutions and his experience serving on the boards of multiple large institutions.

Michael Taff, Age 63, will serve as an independent director immediately upon the commencement of trading of our securities on Nasdaq. Mr. Taff has spent 36 years gaining financial experience and knowledge in Energy, Engineering & Construction, Industrial, Manufacturing and Governmental industries, culminating in two decades of Senior Executive Financial Management, with twelve years as the Chief Financial Officer for three Fortune 500 companies. Mr. Taff served as Executive Vice President and Chief Financial Officer of CB&I from 2015 to 2018; Senior Vice President and Chief Financial Officer of Flowserve Corporation from 2012 to 2015; Senior Vice President and Chief Financial Officer of The Babcock and Wilcox Company from 2010 to 2012; Senior Vice President and Chief Financial Officer from 2007 to 2010 and Vice President and Chief Accounting Officer from 2005 to 2007 for McDermott International, Inc. Mr. Taff is currently serving on the Board of Directors and is Audit Committee Chair for Harris, a private company based in St Paul, MN, and CB&I Inc., a private company based in The Woodlands, Texas, and served for two years as a board member for the U.S. Enrichment Corporation. Mr. Taff holds a BBA from Stephen F. Austin State University and is a Certified Public Accountant. Mr. Taff’s extensive background in operational enhancements, strategic negotiations, mergers and acquisitions, capital markets, and boardroom and investor relations qualify him as an expert in corporate economics and accounting and make him qualified to serve as a member of our Board of Directors.

Joseph V. Topper, Jr., Age 70, will serve as an independent director immediately upon the commencement of trading of our securities on Nasdaq. Mr. Topper is the Chief Executive Officer of Dunne Manning Holdings LLC (“Dunne Manning”), a diversified portfolio of companies operating in the real estate and investing industries, where he has served since 1992. Mr. Topper has served on the Board of Directors of Coastal South Bancshares, Inc. (NYSE: COSO) since 2018 and is the Compensation Committee Chair, and has also served on the Board of Directors of CrossAmerica Partners, L.P. (NYSE: CAPL), a leading wholesale distributor of motor fuels, operator of convenience stores and owner and lessor of real state used in the retail distribution of motor fuels since 2012, and was elected Chairman of the Board in 2019. Mr. Topper has over 30 years of management experience in the wholesale and retail fuel distribution business. He served on the board of directors of CST Brands, Inc. from October 2014 until December 2016. He served

on the Board of Directors of Villanova University from 2010-2020 and was Chairman of the Board from 2017 to 2020. He served as a director of the boards for Lehigh Valley PBS and the Lehigh Valley PBS Foundation from 2006 to 2020 and was Chair from 2014 to 2020. He also served as a board member for the Good Shepherd Rehabilitation Hospital in Allentown. Mr. Topper holds a Master’s degree in Business Administration from Lehigh University and a bachelor’s degree in Accounting from Villanova University. Mr. Topper also previously held the designation of Certified Public Accountant. Mr. Topper’s extensive business experience and community involvement make him qualified to serve as a member of our Board of Directors.

Kirk Wycoff is the Founding and Managing Partner of Patriot. Mr. Wycoff has more than 40 years of entrepreneurial banking experience. He has served in various capacities, including as Chairman, President and CEO, of Continental Bank from its inception in 2005 through its sale in 2014. Mr. Wycoff also served on the investment committee of NewSpring Ventures (which he co-founded in 1999) and NewSpring Mezzanine Fund. Mr. Wycoff was Chairman and CEO of Progress Financial Corp. from July 1991 to April 2004, where he was responsible for building a small local bank into one of the Philadelphia area’s top community banks. Prior to leading Progress Bank, Mr. Wycoff served as Chairman and CEO of Crusader Savings Bank, a Philadelphia community bank which he transformed into a profitable mortgage lender. He also held senior level positions with Girard Bank, Philadelphia Savings Fund Society, Reliance Insurance Company, and Fleet Bank, NA. Mr. Wycoff earned his B.A. degree in Business Administration from Franklin & Marshall College. As an active member of the community, Mr. Wycoff serves on the Board of Directors of the Lincoln Center in Bridgeport, PA, which helps to provide alternative education programs for troubled youth and helps families with life transitions. Mr. Wycoff’s current Patriot fund directorships include Auxilior Capital Partners, Inc.; First National Bancshares, Inc.; Grasshopper Bancorp, Inc.; Libertas Funding, Numerated Growth Technologies; Thread Bancorp; and USCB Financial Holdings, Inc.

James Deutsch is a Senior Partner at Patriot since 2012. Mr. Deutsch has over 40 years of experience in banking. Prior to joining Patriot, Mr. Deutsch served as the President and CEO of Team Capital Bank, a private institution headquartered in Bethlehem, PA. Mr. Deutsch was also one of the founding members of Team Capital. Prior to Team Capital, Mr. Deutsch spent 25 years managing various lending groups including community bank lending, regional lending and national lending programs at Commerce Bancorp, Inc., Brown Brothers Harriman and Summit Bancorp. Mr. Deutsch was also responsible for managing and establishing investment banking, corporate finance, syndication and specialty lending groups at Commerce Bancorp. Mr. Deutsch has served on the boards of many civic and professional organizations during his career including serving as the Chair of The State Theatre, Valley Youth House, The Bethlehem YMCA and the Hugh Moore Historical Parks and Museums. He currently serves on the board of the Minsi Trails Boy Scout Council. Mr. Deutsch received his B.S. degree in Finance and his M.B.A. from Lehigh University. Mr. Deutsch’s current Patriot fund directorships include Avidbank Holdings, Inc., Fieldpoint Private Holdings, Inc., First National Bancshares, and Georgia Banking Company.

David Honold is a Principal at Patriot since 2015 and has over 25 years of investment experience in the financial services sector. His responsibilities include sourcing investment opportunities, directing due diligence and managing the relationships with and investments in several of Patriot’s portfolio companies. Prior to joining Patriot, he served as a Senior Portfolio Manager at Turner Investments. Mr. Honold’s primary responsibilities included managing the firm’s financial-services focused hedge fund as well as research and security selection for banks, asset managers, insurers, brokers, REITs and financial technology companies for the firm’s diversified equity portfolios. Prior to joining Turner, Mr. Honold held the position of Senior Research Analyst at Keefe, Bruyette & Woods, Inc. where he covered southeast regional banks as part of the team that helped rebuild the firm after 9/11. Mr. Honold began his career at the Federal Reserve Bank of New York as an Analyst in the Bank Supervision Group. Mr. Honold received a B.A. degree in English from the College of the Holy Cross. He is a CFA® charterholder and currently serves on the Board of Directors of DR Bank.

Our Sponsor

Our sponsor is a Delaware limited liability company, which was formed on October 7, 2025, to invest in our company. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable laws, our sponsor’s business is focused on providing value added growth capital and hands-on oversight to community banks and financial services companies closely related to the banking industry.

Patriot Financial Advisors, L.P., the sole member of our Sponsor, holds voting and investment discretion with respect to the securities held of record by the Sponsor. As of the date hereof, other than Patriot Financial Advisors, L.P. and our independent directors, no other person or entity has a direct or indirect material interest in our sponsor. Patriot Financial Advisors, L.P. owns membership interests in our Sponsor, which currently represents approximately 100% of the economic interests in our sponsor. Patriot Financial Advisors, L.P. will hold approximately 100% of the sponsor membership interests reflecting indirect interests in the founder shares and approximately 100% of the sponsor membership interests reflecting indirect interests in the private placement warrants.

Our Sponsor is seeking companies operating in strong markets with attractive demographics, low-cost funding bases, and unique business models.

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

Up to 750,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. In addition, in order to facilitate our initial business combination or for any other reason determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private placement warrants or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein.

Pursuant to the letter agreement to be entered with us, each of our sponsor, directors and officers have agreed to a lock-up and restrictions on their ability to transfer, assign, or sell the founder shares and private placement warrants and securities underlying the private placement warrants. Further, the sponsor membership interests are locked up and not transferable because the letter agreement prohibits indirect transfers.

Our letter agreement may be amended without shareholder approval. Such transfer restrictions have been amended in connection with business combinations for certain other special purpose acquisition companies. While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement.

Business Strategy & Competitive Strengths

Our acquisition and value creation strategy will be to identify, acquire and, after the initial business combination, build a company in the FIG sector, which complements the experience of our management team and which can benefit from their management and operating expertise. In addition to leveraging our management team’s, board’s, and advisor’s networks of proprietary and public transaction sources, where we believe the combination of our relationships, knowledge and experience could affect a positive transformation or augmentation of an existing business to improve its value proposition, we also plan to use the following competitive strengths to our advantage in the search and combination process:

• extensive experience in both investing in and operating across the FIG sector;

• experience in sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses;

• relationships with sellers, financing providers and target management teams; and

• experience in executing transactions in the FIG sector under varying economic and financial market conditions.

We expect these networks will provide our management team with a robust flow of business combination opportunities. In addition, we anticipate that target business candidates will be brought to our attention by various unaffiliated sources, which may include investment market participants, private equity groups, investment banking firms, consultants,

accounting firms and large business enterprises. Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potentially interesting leads.

Our investment strategy is to primarily seek business combinations involving community banks, specialty lenders, non-bank financial services and financial technology companies and community banks that exhibit what we believe to be attractive characteristics, including:

• valuations that are at a discount to their peers on both a price-to-earnings or a price-to-book multiple;

• attractive geographic market locations and/or attractive product niches with potential for superior growth;

• sub-par performance compared with peers, with identifiable best practices that Patriot can implement post-investment to enhance shareholder value;

• strong management teams with aligned financial incentives via significant equity ownership;

• likely candidates to be sold to or merged with regional banks or other strategic buyers at significant premiums to book value and/or earnings, or to go public;

• specialty lending companies with unique technology, underwriting and customer acquisition models that can drive loan origination efficiently and profitability on a consistent basis; and/or

• non-bank financial services companies that enable the delivery of banking services, enhance a bank’s operations, and have a scalable business model.

We expect to follow a business combination that applies strong operational expertise with a dual focus on profit improvement and franchise growth. Typically, in the investment life cycle of financial services companies, there is an initial emphasis on rapid growth followed by a focus on profitability.

Non-Bank Financial Services Business Combination Criteria

• We believe that non-depository investments, primarily in specialty lenders but also in financial services and financial technology, represent an increasing market opportunity, in part because:

• The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) de-risking of U.S. banking system has created an increasingly large “shadow banking” industry for assets and activities in which banks previously engaged (called “private credit”);

• Disruption by financial technology firms through the development of new technologies designed to improve and automate financial services are making traditional ways of banking obsolete;

• The largest banks spend billions annually on technology development, thus smaller banks need to rely on third-party providers to keep pace;

• Banks increasingly need to add to their suite of product offerings beyond loans and deposits to compete with larger institutions; and

• Private credit (loans outside the banking industry) totaled $1.6 trillion in 2023 and are projected to increase by $1 trillion over the next five years. Specialty lenders are expected to continue to provide innovative technology to borrowers and capture market share.

• Our non-depository target investment universe includes companies (a) which a bank could acquire outright, (b) which a bank could purchase originated assets, (c) which facilitate the digital transformation in asset and deposit generation, risk management or client acquisition, (d) which improve efficiency via technology for community banks, or (e) which add a new line of business to diversify and enhance profitability.

• Future exits could be to banks, core system providers, financial services firms and other strategic financial technology focused firms.

• We may invest in three broad non-bank verticals: (a) Specialty Finance, (b) Financial Technology, and (c) fee-based, with the following criteria:

• Companies with a proven, scalable business model; and

• Companies which could directly improve a bank’s efficiency, credit quality/underwriting capability, and/or customer acquisition strategy.

Our Investment Themes

Specialty Finance

In 2024, the specialty finance market in the U.S. was estimated at approximately $20 trillion. The market has expanded meaningfully since the 2008 financial crisis and is expected to experience continued growth. Growth has been spurred by tighter bank regulations, IT advancements, a shift of financing activity into a newer ecosystem dominated by non-bank financial institutions, and a willingness to address the financing needs of complex or underbanked segments of the market, and people are looking for diversification away from corporate credit risk. Specialty finance refers to non-traditional financing solutions that go beyond the scope of conventional banks. It involves a variety of financial products, including private debt, which provides capital to businesses through mechanisms like asset-based lending, revenue-based financing and more. Specialty finance serves consumers and businesses that do not have access to traditional banking. This includes startups, small businesses and borrowers with limited or poor credit history. It includes consumer finance such as mortgages, personal loans, credit cards, student loans, home improvement loans, and solar loans, commercial finance such as equipment-based lending, aircraft leasing, commercial real estate finance, infrastructure finance, and litigation finance, royalty streams and structured settlements. Sector leaders include Global Payments, Worldpay, PayPal, Square, and Stripe. In the specialty finance sector, we see many attractive investment areas where we could leverage our decades of experience. For example, legacy institutions that have been slower to adopt technology are now exiting the small business lending space, while newer technology companies have started to engage in small business lending and offer other products that were once only sold by big banks. As regulatory costs have continued to increase, more and more companies have decided to exit this market. A massive underserved market of consumers and small business owners need access to credit, which has been exacerbated in recent years. Going forward, we believe the best businesses in the space are those focused on solid underwriting and credit evaluation and use technology to enhance their core mission versus the other way around. Structural shifts within the specialty finance industry will continue to create consolidation opportunities for stronger players, especially tech-enabled participants using next-generation analytics and intelligence to develop sourcing, underwriting and customer experience tools.

Fintech

The global fintech market was valued at $340.10 billion in 2024. The market is projected to be worth $394.88 billion in 2025 and reach $1,126.64 billion by 2032, exhibiting a CAGR of 16.2% during the forecast period. Key trends leading to this growth include mobile payments, blockchain and cryptocurrencies, open banking and AI/Machine Learning. Fintech applications are providing efficient automation of processes, leveraging big data analytics and user-friendly digital platforms for client interaction to make informed investment decisions ultimately improving the overall client experience and reducing operational costs. Fintech is changing the way companies in the financial services sectors do business given their new technologies and disruptive business models. We believe that this sector has an incredible amount of intellectual capital and appealing investment opportunities. Financial and business services firms increasingly seek to outsource their financial technology needs as they realize they are not core competencies and others can do it better at a lower cost. Examples of this include asset managers outsourcing back office, using data science and collection techniques, outsourced dialer systems, outsourced network management systems and artificial intelligence to drive efficiency and predictability of results among many others. In addition, financial technology companies have benefited from the work-from-home environment in recent years. Fintech sector company examples include Checkout.com, Wise, GoodLeap, Brex, Plaid, Rapyd, Chime, Revolut, Stripe, Ayden, PayPal, Robinhood, Coinbase, Ripple, and Ant Group.

Community Banks

Community banks anchor local economies with relationship-based credit, payments, and treasury services. Rising funding costs, tougher deposit competition, expanding regulation including third party and banking as a service oversight, and higher technology and cybersecurity spending are reshaping the model. Scale now matters for core modernization, real time payments, analytics and AI driven risk and compliance, talent, and broader products across treasury, payments, wealth, insurance and mortgage servicing. These forces are opening a consolidation window through mergers, in market roll ups, branch sales and selective exits. Fee income is increasingly pivotal through payments, wealth, trust, insurance and embedded banking, but demands strong vendor risk management and balance sheet discipline. Leading acquirers pair granular deposit strategy with careful interest rate and liquidity management, prudent credit in commercial real estate and small business, and modern operations that lower unit costs and lift customer experience.

FIG Sector M&A Activity

M&A among U.S. banks rebounded in 2024 from 2023 lows but remained below pre pandemic norms. 168 US bank deals have been announced in 2025 (as of November 25 th) with an aggregate deal value at announcement of $46.1 billion. 52 US bank deals were announced in the third quarter of 2025, marking the highest quarterly number of deals since the third quarter of 2021, when the industry disclosed 59 transactions. The aggregate deal value of $16.63 billion for the quarter is also the largest since the fourth quarter of 2021, when $25.26 billion worth of deals were disclosed.

The return of a robust M&A environment in 2025 has been driven by a more-accommodating regulatory backdrop, strong sector fundamentals, and improved valuations. Strong sector fundamentals, steady credit quality, improved investor sentiment, and a more favorable rate environment have clearly contributed to this latest wave. Bank management teams additionally cite faster deal closings as a key catalyst for renewed consolidation.

Key Trends and Drivers

Consolidation for scale: Banks are combining to improve operating efficiency, spread rising technology and compliance costs, and strengthen funding and liquidity profiles. Larger regional combinations and many smaller community bank pairings both contributed to the rebound.

Funding and deposit competition: Higher funding costs and tougher competition for core deposits are pushing banks to seek larger balance sheets, better treasury capabilities and more diversified markets.

Capital, interest rate and credit discipline: Transactions aim to improve interest rate risk positioning and capital resilience, including exposure to commercial real estate. Buyers favor targets with cleaner credit and defensible core funding.

Regulatory environment: Approvals improved versus 2023 but remain rigorous. Larger deals face heightened scrutiny, while most combinations by count involve community institutions.

Technology modernization: Scale is increasingly necessary for core upgrades, real time payments, analytics, and risk and compliance tooling, which encourages mergers of equals and in market roll ups.

Succession and governance: Leadership transitions at founder-led and family-influenced institutions continue to catalyze sales and mergers.

Adjacent acquirers: While most community bank deals are bank to bank, other consolidators such as credit unions or thrifts occasionally appear, especially in specific geographies.

Market Opportunity

We view the market opportunity for identifying, acquiring and, after the initial business combination, building a company in the FIG sector to follow the same investment approach that our management team and affiliates of our sponsor have made when making other control investments in this sector. However, the potential valuation levels for our investments may be at the lower end of the historical targeted range of similar investments of our management team and affiliates of our sponsor due to rapid increases in short-term interest rates implemented by the Federal Reserve

from March of 2022 through July of 2023 in order to lower inflation, which has reduced bank profitability broadly. Additionally, the rapid increase in interest rates has had a negative impact on the fair value of fixed rate investments and loans held by banks, which has put pressure on tangible book values.

We believe that community banks have survived the deposit crisis of 2023, with higher percentages of FDIC insured deposits and have emerged stronger as a result. Community bank deposits remain resilient and are mostly insured by the FDIC. Although valuations remain lower than historical levels, we believe that confidence in balance sheet strength in terms of capital and liquidity, as well as better earnings prospects, should improve sentiment among bank investors in the future.

There are 4,379 total depository institutions in the U.S., which held an aggregate of $25.1 trillion of assets as of September 30, 2025. The asset distribution in the banking industry is concentrated, with the four largest banks accounting for 50% of industry total assets. The asset distribution in the banking industry is concentrated, with 1.0% of the institutions accounting for 69.7% of assets, according to S&P Global Market Intelligence. This creates a heavily concentrated dynamic on the large end of the financial services spectrum, while the remainder of the industry is highly fragmented.

In the past two decades, the financial technology, or “fintech” industry has emerged, which we believe has revolutionized the banking and financial services industry. This dynamic sector has been fueled by the various innovations that have shaped the delivery of banking services. The combination of new digital technology for the banking industry and the 2020 pandemic has caused the need for physical branches to wane. Fintech continues to be one of the most dynamic areas in financial services with significant growth potential and the potential to take market share from existing incumbents. Industry forecasts suggest fintechs globally could generate around $1.5 trillion in annual revenue by 2030, constituting almost 25% of all banking valuations worldwide.

We believe that banks should partner with fintechs to accelerate their own digital journeys and keep pace with consumer expectations. While payments led the last fintech expansion, we expect that businesses serving small businesses, or B2B, and B2B serving any user, or B2B2X, will lead the next expansion. Fintechs serving B2B have ample room to disrupt loans and deposits, as small to mid-sized enterprises, or SMEs, worldwide have an estimated $5.7 trillion in annual unmet credit needs. As businesses across industries at-large offer more financial services and incumbents struggle to keep up with the pace of innovation, B2B2X (including embedded finance) is expected to become increasingly relevant in meeting the growing demand for fintech solutions. By 2030, embedded finance will account for $320 billion in revenues worldwide, led by the small and medium-size business segment ($150 billion), the consumer segment ($120 billion), and the enterprise segment ($50 billion).

Our Differentiating Factors

We are differentiated from other special purpose acquisition companies in the FIG sector due to a combination of operational experience and significant investment expertise from our management. Our management team has run and held senior management positions at some of the most successful companies in the financial services sector, and has extensive experience managing and investing in banks substantially similar to our targets and offers investors a competitive advantage as follows:

Extensive Referral Network: Our management team has fully developed an extensive national referral network. Their tenured reputations and exceptional relationships help provide for significant proprietary deal flow.

Strong Regulatory Knowledge: Our management team has strong regulatory knowledge from working with industry regulators (including the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation (“FDIC”), the former Office of Thrift Supervision and the Board of Governors of the Federal Reserve (the “FRB”)) in their past roles as senior bank executives and current roles as board members.

Active Involvement with Target: Our management team’s accomplished investment, operational and regulatory knowledge allows for significant hands-on involvement to help improve strategy, manage credit risk, leverage operations and add value through direct oversight of management teams.

A significant advantage brought by the relationships driven by our management team is their sourcing ability. As a group, they have invested institutional capital across a variety of asset classes with a key focus on alternative asset investing and integrating related FIG sector service providers into the business platform. Business combination

opportunities will be sourced from our management team’s network of operating executives, investors and advisors that they have built over their long and distinguished careers. Their complementary networks span the gamut, providing extensive leverage to us.

Our management team’s value creation abilities are not just limited to sourcing experience, as our management team has historically created value through post-purchase operational and strategic enhancements. We firmly believe that our work is not complete at the closing of a business combination, but rather that the enhancement process is ongoing.

Furthermore, as investors and veterans of financial services companies, our management team understands the importance of building relationships with management teams, intermediaries, financing sources, customers and prospective investment partners. Our management team constantly engages with and seeks new opportunities with previous business partners, which is a key differentiating factor as it leads to consistent, unique and significant sourcing opportunities and favored status, ideally allowing us to circumvent competitive processes and realize cost savings.

Acquisition Criteria

Consistent with our investment themes and business 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 expect that no individual criterion will entirely determine a decision to pursue a particular opportunity.

• Potential targets span from specialty lenders and financial technology companies to state or nationally chartered banks, federal savings banks, or bank holding companies controlling community banks;

• We intend to seek companies that we believe will embrace Patriot Financial’s transformation and revaluation strategy and to integrate select Patriot executives and advisors into the combined company board to enhance shareholder value;

• Are at an inflection point to leverage public currency to drive improved financial performance and are positioned to streamline and scale operations via application of enabling IT/AI — activity around research/synthesis, reporting, compliance, back-office operations, customer service and Dev/IT ops), with a target to improve FIG operating margins;

• Can benefit from being a publicly traded company, with access to broader capital markets and cheaper capital to achieve the company’s business strategy;

• Have a strong management team with a top-decile investment track record of driving growth and profitability, and can benefit from the vast network, experience and guidance of our team;

• Have recurring, predictable revenues and the history of generating, or the near-term potential to generate, stable and sustainable free cash flow;

• Audited financial statements (target company’s financial statements may be required to be brought to PCAOB standards);

• Compliant with relevant regulatory requirements to protect investors and maintain market integrity;

• Exhibit the ability to succeed through multiple investment cycles;

• Integrate financial information services providing tools for highly specialized and highly regulated tasks (e.g., FactSet, Moody’s S&P Global, Fair Issac, Experian comparables); and

• Have a scalable platform for geographic add-on acquisitions.

These criteria and guidelines 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 criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that, in our judgement, does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and

guidelines in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission (the “SEC”).

We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target. While the Company intends to pursue a potential business combination with a business in the FIG industry, it is not limited to pursuing an initial business combination in that industry and therefore we may pursue business combination targets that the Company’s management team may enter into discussions with following its initial public offering.

Our Value Proposition

Our management believes that our value proposition offers compelling rational for target companies in the current investment climate compared to traditional IPOs. Reasons include: (i) up to $200 million of expansion capital from the IPO proceeds assuming no redemption; (ii) possible access to additional PIPE financing at the time of the business combination; (iii) merger partners typically retain majority ownership of the combined company; (v) typically higher valuation and less dilution than traditional IPOs; and (vi) our seasoned management team aligned to actively participate in the business combination transition and revaluation strategy. In summary, the SPAC is a competitive alternative to traditional IPOs, strategic sales, secondary sales, continuation vehicles and dividend recaps.

Our Business Combination Process

In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will also utilize our management team’s operational and capital planning experience.

Certain of our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such officer’s and director’s fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association will provide that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The redemption rights will also include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must

identify itself in order to validly redeem its shares. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the company. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.

We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes, if any ), divided by the number of then issued and outstanding public shares, subject to applicable law. The redemption rights will also include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares.

If we are unable to complete our initial business combination within the completion window and do not hold a shareholder vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, or by such earlier liquidation date as our board of directors may approve, from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes, if any, payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. We expect the pro rata redemption price to be approximately $10.00 per public share (regardless of whether or not the underwriters exercise their over-allotment option), without taking into account any interest or other income earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders.

If we do not complete our initial business combination within the completion window, while we do not currently intend to seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, we may elect to do so in the future. There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend the completion window, our sponsor’s investment in our founder shares and our private placement warrants will be worthless.

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target

management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, or by such earlier liquidation date as our board of directors may approve, the founder shares and the private placement warrants may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with

which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination.

We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

Sourcing of Potential Business Combination Targets

We believe our management team’s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, the reputation of our management team and advisors for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions.

This network has provided our management team with a flow of referrals that has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our management team will provide us important sources of investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

We have not contacted any of the prospective target businesses that our management team in their prior SPACs had considered and rejected as target businesses to acquire. However, we may contact such targets subsequent to the closing of this offering if we become aware that such targets are interested in a potential initial business combination with us and such transaction would be attractive to our shareholders. Accordingly, there is no current basis for investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination.

Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Each of our officers, directors and senior advisors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors or senior advisors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to

their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.

Collectively our officers, directors and senior advisors have utilized and intend to utilize financial information services data sets and applications for specialized tasks to support its sourcing, diligence and selection of business combination targets. These financial information services include, but are not limited to FactSet, Moody’s, Bloomberg, Morningstar, S&P Capi, S&P Global Market Intelligence, Fair Issac, Experian, Nasdaq, Pitchbook, ISS/Discovery Data and Dealogic).

In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination.

Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

Potential Additional Financings

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Status as a Public Company

We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock or shares in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost-effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses and market and other uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed initial business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.

In addition, after completion of this offering and prior to the consummation of a business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment or removal of directors. As a result, Nasdaq will consider us to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the “controlled company” exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Financial Position

With funds available for a business combination initially in the amount of $192,000,000 (or $220,350,000 if the underwriters’ over-allotment option is exercised in full) after payment of $8,000,000 of deferred underwriting fees (or after payment of $9,650,000 of deferred underwriting fees if the underwriters’ over-allotment option is exercised in full), we offer a target business a variety of options, such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Corporate Information

Our executive offices are located at Four Radnor Corporate Center, Suite 210, 100 Matsonford Road, Radnor, PA 12087, and our telephone number is (215) 399-4650.

We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands

imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30.

Finally, after completion of this offering and prior to the consummation of a business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment or removal of directors. As a result, Nasdaq will consider us to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the “controlled company” exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.