(Incorporated in the Cayman Islands)

We are a newly established blank check company. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region. We will pursue opportunities globally, including in North America, Europe, and Asia. Notwithstanding the foregoing, we will not undertake our initial business combination with any entity that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau).

Ms. Xiaochen (“Iris”) Zhao has served as our CEO and a director since the inception of the company on Jan. 23, 2026. Ms. Zhao is a citizen of the Republic of Malta and is based in Dubai, United Arab Emirates. Ms. Zhao is 37 years old. Ms. Zhao has over 10 years of experience in building and advising corporations through mergers and acquisitions and capital market transactions globally, as well as executing and advising on complex cross-border transactions. Earlier, in her investment banking and advisory roles, she structured and closed dozens of transactions including initial public offerings, follow-on offerings, and private investments, helping companies raise growth capital and navigate public market entry. Her career has focused on bridging international companies with global capital markets.

Ms. Zhao currently also serves as Chief Executive Officer of Gravity Acquisition Corp., a Cayman Islands blank check company that, as of the date of this prospectus, has not yet completed its initial public offering, since January 23, 2026. From April 2021 until January 2025, Ms. Zhao served as Chief Operating Officer of Mars Acquisition Corp. (Nasdaq: MARX), a blank check company. In this role, she was operationally responsible for its initial public offering, which raised $69.0 million, and subsequently played a key role in sourcing, negotiating, and executing its business combination with ScanTech Identification Beam Systems, LLC, which was completed in 2024.

From February 2021 to January 2023, Ms. Zhao served as a director and Company Secretary of Bowen Fintech plc (LSE: BWN), a London-listed special purpose acquisition company, where she oversaw corporate governance and compliance and supported its strategic initiatives. She played an integral role in the company’s business combination, executing landmark de-SPAC with MOH Holdings, which included a £378 million capital raise and resulted in Bowen Fintech becoming the first Japanese FinTech to list on the London Stock Exchange through a SPAC transaction.

Ms. Zhao was appointed as the Chief Investment Officer of Future FinTech Group, Inc. (Nasdaq: FTFT) in February 2020. Prior to that, she served as the Managing Partner of Wealth Index (Beijing) Fund Management Co., Ltd., a financial advisory service corporation that focuses on financial advisory, private equity investment, and investment banking businesses. From January 2011 to February 2019, Ms. Zhao oversaw international business planning and development, investor relationship support, and relationships with global investors. Ms. Zhao has completed dozens of transactions including initial public offerings, mergers and acquisitions, reverse takeovers, follow-on offerings, public and private fund raising, and PIPEs. In her early career, Ms. Zhao worked at SUNTV Video Ltd. as a Specialist in New York City. She brings experience in media, business negotiation, and international business activities.

(Note: MNBS Acquisition filed its S-1 on Sept. 28, 2026, and disclosed the terms for its SPAC IPO 7.5 million units at $10.00 each to raise $75 million. Each unit consists of one share, one warrant and one right to receive one-seventh (1/7th) of a share upon the consummation of its initial business combination.)