Company Description

We are a blank check company incorporated on June 20, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, 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 specific 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 currently intend to focus on target businesses in the energy, financial technology (fintech), real estate, and technology sectors, although we may pursue an acquisition opportunity in any business, industry, sector or geographical location. We intend to focus on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business. We believe that the experience and capabilities of our management team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination, and bring value to the business post-business combination. Our team has broad sector knowledge through their collective involvement across a variety of industries, as well as extensive global capital markets experience, with local and cross-border capabilities allowing access to different sectors of the capital markets. Our management team is led by Daniel Freifeld, Our Chairman and Chief Investment Officer, Craig Perry, our Chief Executive Officer, Powers Spencer, our Chief Financial Officer, and William Weir, our Chief Operating Officer. Daniel Freifeld has served as our Chairman nominee and Chief Investment Officer since inception. • Daniel Freifeld is the founder of Callaway Capital Management, LLC (“Callaway”) and serves as the firm’s Chief Investment Officer. Prior to founding Callaway in 2013, Mr. Freifeld served as Senior Advisor to the Special Envoy for Eurasian Energy at the U.S. Department of State, where he was responsible for oil and gas issues in Iraq, Turkey, Russia, and the eastern Mediterranean and as a program coordinator for the Near East South Asia Center at the U.S. Department of Defense, working in more than ten Middle Eastern countries. He has been an associate of the Geopolitics of Energy Project at Harvard University and a term member of the Council on Foreign Relations and is a member of the state bars of Massachusetts and the District of Columbia. He speaks Turkish and French and conversational Arabic, Farsi, and Spanish and holds a bachelor’s degree in political science summa cum laude from Emory University and a juris doctor from New York University School of Law. Craig Perry has served as our Chief Executive Officer since inception. • Craig Perry is a Managing Director at Callaway since July 2024, with primary responsibility for managing investment positions across credit and equities on behalf of Callaway’s flagship fund. Prior to joining Callaway in July 2024, Mr. Perry was the founder of Alpine Summit Energy Partners, which he grew to an eventual listing on the Nasdaq, serving as the Chairman and CEO from January 2017 to September 2023 and focused on managing his investment portfolio from September 2023 to July 2024. Prior to that, he was a Managing Director at Panning Capital, where he oversaw investments across the capital structure with a focus on financials and real estate. He also served as the co-founder and portfolio manager of Sabretooth Capital — an alternative asset manager formed under Julian Robertson’s Tiger Management umbrella. He has served on the boards of Brookfield DTLA Fund and Cortland Partners, where he has remained the largest outside shareholder since 2014. Mr. Perry began his career at King Street Capital Management in 2003. He holds a bachelor’s degree in economics summa cum laude from Princeton University. Mr. Perry holds an Amateur Extra Radio License from the FCC and a Private Pilot License from the FAA. William Weir has served as our President and Chief Operating Officer since inception. • William Weir has served as Callaway’s Chief Operating Officer, overseeing the daily operations of the firm and its investment team, as well as compliance and risk management. He also regularly contributes to the legal, commercial, and strategic analysis underlying the firm’s investments, with a particular focus on special situations. Prior to joining Callaway, Mr. Weir was an associate attorney at Sullivan & Cromwell LLP, where he handled high-profile investigations and litigation related to the structuring and issuance of complex financial instruments and derivatives on behalf of prominent international financial institutions. He also regularly advised clients on compliance with a wide variety of regulatory requirements under federal and state securities laws. He holds a bachelor’s degree in public policy studies from Duke University and a juris doctor from New York University School of Law and is a member of the state bars of New York and California. Powers Spencer has served as our Chief Financial Officer since inception. • Mr. Spencer joined Callaway in 2024 with a background in energy and private healthcare. He brings to the team expertise in financial analysis, capital management, debt facility oversight, and investor relations. During his time with Alpine Summit Energy Partners from 2021 to 2024, Mr. Spencer supported executives in raising outside capital to fund operational opportunities, assisted in securing and managing debt financing, and oversaw the company’s working capital management model. His work at Premise Health from 2019 to 2021 entailed the maintenance of timely client billing through collaboration with operations and finance as well as integration guidance for special projects and an acquisition. Mr. Spencer received his bachelor’s degree from Sewanee in 2017 and his MBA from College of Charleston in 2019. --- Our executive offices are located at 818 18th Avenue South, Suite 925, Nashville, Tennessee 37203, and our telephone number is 202-866-0901.