NASDAQ: XCBEW

On
January 26, 2026, the underwriters exercised their over-allotment option in part and purchased an additional 2,500,000 Units (the “Over-Allotment
Option Units”), at a price of $10.00 per unit, generating gross proceeds of $25,000,000. On January 26, 2026, simultaneously with
the sale of the Over-Allotment Option Units, the Company consummated the private placement of an additional 375,000 private warrants,
at a price of $1.00 per private warrant, to our sponsor, generating gross proceeds of $375,000.

The
private warrants are identical to the public warrants sold in the IPO, except that the private warrants, including the underlying securities,
are not transferable, assignable or salable by our sponsor until the consummation of our initial business combination, subject to certain
limited exceptions. Our sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the private
warrants. No underwriting discounts or commissions were paid with respect to such sale. The private warrants were issued pursuant to
the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as
amended, (the “Securities Act”) as the transactions did not involve a public offering.

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Following
the closing of the IPO, a total of $225,000,000 of the net proceeds from the sale of Units
in the IPO (including the Over-Allotment Option Units) and the private placement of the private warrants, were placed in a trust account
established for the benefit of the Company’s public shareholders (“trust account”) with Continental Stock Transfer
& Trust Company acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released
to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released
from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption
of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of
the IPO (or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable law, and (iii)
the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s
Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the
Company’s public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO
or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
The funds may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations
and/or held as cash or cash items (including in demand deposit accounts).

We
have until the date that is 24 months from the closing of the IPO (as may be extended by 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)
(the “completion window”) to consummate our initial business combination or until such earlier liquidation date as our board
of directors may approve. If we are unable to complete our initial business combination within the completion window, 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 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 then seek to liquidate and subsequently dissolve.

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. If we seek shareholder approval, we will complete our initial business combination
only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association,
which requires the affirmative vote of a majority of the shareholders as, being entitled to do so, attend and vote (whether in person
or by proxy) 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.

Effecting
Our Initial Business Combination

While
we may pursue an initial business combination with any business, in any industry or sector, we intend to focus our efforts on identifying
businesses within the financial services industry. This includes a broad range of opportunities, such as traditional financial institutions,
community and regional banks, asset and wealth management firms, specialty finance companies, and other businesses providing critical
financial products and services. We may also consider companies that are leveraging technology to enhance or transform financial services.
However, we remain flexible and open to evaluating opportunities outside of these areas if we believe they present compelling value for
our shareholders.

Our
Strategy

Our
strategy is to identify and partner with a business that is well-positioned to benefit from the capital, strategic guidance, and public
market access that we can provide. We aim to work closely with management teams to accelerate growth, enhance operational performance,
and position the business for long-term success.

We
are particularly focused on companies at an inflection point—those undergoing transformation, adapting to evolving market dynamics,
or pursuing strategic initiatives to scale. We believe our team’s deep expertise in financial services, capital markets, and operational
execution positions us to support businesses through these transitions and help them thrive as public companies.

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Target
Business Criteria

We
intend to focus on businesses that exhibit strong fundamentals, scalable business models, and the potential for long-term value creation.
Specifically, we will prioritize companies that meet one or more of the following criteria:

●
Established
Market Presence: Companies with a proven operating history, strong customer relationships, and a defensible competitive position.

●
Strong
people, processes and culture

●
Attractive
Financial Profile: Businesses with recurring revenue streams, robust cash flow generation, and potential for margin expansion.

●
Scalable
Business Model: Opportunities for growth through organic initiatives, strategic acquisitions, or operational improvements.

●
Will
benefit from having a public currency to enhance its ability to grow organically or through M&A

●
Sector
Relevance: Operations within or adjacent to the financial services industry, including traditional institutions and technology-driven
platforms.

●
May
benefit from X Cubed public markets experience and market data

While
our primary focus is on financial services, we remain open to evaluating opportunities in other sectors that meet our investment criteria
and offer significant potential for value creation.

Competitive
Strengths

Our
management team brings over a century of collective experience across blue chip financial institutions, hedge funds, academia, and regulatory
bodies. We believe this diverse background equips us with a unique combination of investment acumen, operational expertise, and strategic
vision to identify, evaluate, and execute on complex opportunities in the financial services and technology sectors.

Our
team’s collective experience includes leadership roles at leading institutions such as Millennium, JP Morgan, Credit Suisse, Saba
Capital, Whitebox, SAC Capital, Citicorp, Bankers Trust, and the Federal Reserve Bank of New York. This breadth of experience provides
us with a robust network and a deep understanding of market structure, risk management, and investment strategy.

We
believe our structural advantage lies in our cross-asset focus and our ability to identify opportunities in the seams between markets—areas
often overlooked by segmented credit pods at large multi-managers and specialist credit managers. Our approach is anchored in a deep
quantitative understanding of dislocations within and across capital structures, which we believe will enable us to offer consistent,
alpha-driven, and diversifying capital appreciation.

Our
Acquisition Process

In
evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings
with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable,
as well as a review of financial, operational, legal and other information about the target and its industry which will be made available
to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business
combination transaction.

The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately
completed will result in our incurring losses and will reduce the funds available for us to use to complete another business combination.

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Initial
Business Combination

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) at the time of the agreement to enter into the initial business combination. 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 of 1940, as amended, or 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.

Redemption
Rights for Public Shareholders Upon Consummation of Our Initial Business Combination

We
will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares, regardless of
whether they abstain, vote for, or vote against, our initial business combination, upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business
days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account
(less taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described
herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute
to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business
combination.

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If
a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder vote for business
or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, and
will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same
financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A
under the Exchange Act.

Redemption
of Public Shares and Liquidation if No Initial Business Combination

Our
amended and restated memorandum and articles of association provide that we will have only the duration of the completion window to complete
our initial business combination. If we have not completed our initial business combination within such time period, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter
(and subject to lawfully available funds therefor), redeem 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 on the funds held in the trust account (which interest shall be
net of taxes and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares,
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no
redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial
business combination within the completion window.

Our
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating
distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination
within the completion window, although they will entitled to liquidating distributions from assets outside the trust account. However,
if our sponsor or management team acquire public shares in or after the IPO, they will be entitled to liquidating distributions from
the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted completion
window.

Our
sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our
amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights
or pre-initial business combination activity, in each case unless we provide our public shareholders with the opportunity to redeem their
public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account (less taxes payable), divided by the number of
then outstanding public shares.

Competition

In
identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other
entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and
leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well-established
and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these
competitors possess financial, technical, human and other resources that are similar to or greater than us. Our ability to acquire larger
target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing
the acquisition of a target business. Furthermore, our obligation to pay cash in connection with the exercise of redemption rights by
our public shareholders may reduce the resources available to us for our initial business combination and our issued and outstanding
warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either or both
of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

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Facilities

We
currently utilize office space at 3033 Excelsior Blvd, Suite 343, Minneapolis, MN 55416, provided by an affiliate of our sponsor. We
will reimburse our sponsor or an affiliate thereof in an amount equal to $10,000 per month for office space, utilities and secretarial
and administrative support made available to us. Upon completion of our initial business combination or our liquidation, we will cease
paying these monthly fees. We consider our current office space adequate for our current operations.

Employees

We
currently have four officers: Andrew J. Redleaf, Kenneth J. Weiller, Chris Bemis and Toby Maitland Hudson. These individuals are not
obligated to devote any specific number of hours to our matters, but they intend to devote as much of their time as they deem necessary
to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will
vary based on whether a target business has been selected for our initial business combination and the stage of the business combination
process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination.