Rubicon Technology, Inc. to acquire Janel Group LLC

Source: Rubicon Technology, Inc.
August 20, 2025

BENSENVILLE, Ill. and NEW YORK, Aug. 20, 2025 (GLOBE NEWSWIRE) — Rubicon Technology, Inc. (OTCQB:RBCN) (“Rubicon”) and Janel Corporation (OTCQX:JANL) (“Janel Corp”) today announced that they have entered into a definitive merger agreement, pursuant to which Rubicon will acquire Janel Group LLC (“Janel Group”) with Janel Group becoming a wholly owned subsidiary of Rubicon and Janel Corp receiving shares of Rubicon common stock.

Janel Group, based in Garden City, New York, and originally founded in 1974, is a wholly owned subsidiary of Janel Corp. Janel Group had revenues of approximately $181.3 million and operating income of approximately $8.7 million for the 12-month period ended June 30, 2025. The company is a non-asset based, full-service provider of cargo transportation logistics management services. Its management team will remain in place as part of Rubicon.

The transaction allows Rubicon to acquire a profitable business and better access to capital. Janel Corp shareholders will benefit from its ownership of Rubicon.

The transaction, which was approved by the Rubicon board, including its independent directors, is subject to approval by the majority of Rubicon’s disinterested stockholders.

Additional Transaction Details
Janel Corp will sell all of the issued and outstanding equity of Janel Group to Rubicon in exchange for 7,000,000 shares of Rubicon common stock, at a value of $4.75 per share. Rubicon will assume approximately $23 million of Janel Group indebtedness and net working capital liabilities and gain access to a total of $35 million in borrowing capacity as part of a revolving credit facility under Janel Corp’s existing credit line.

Prior to this transaction, Janel Corp owned 1,108,000 shares of Rubicon common stock, representing approximately 46.6 percent of all outstanding Rubicon common stock. Following this transaction, Janel Corp will own approximately 86.5 percent of Rubicon’s common stock. Janel Corp and Rubicon will maintain the existing governance, nomination and voting agreement requiring review and approval by Rubicon’s independent directors of related party transactions between Rubicon and Janel Corp, and any of its affiliates, until such time that Janel Corp and/or its affiliates acquire more than 90 percent of Rubicon’s outstanding stock.

In order to protect Rubicon’s ability to utilize its net operating loss carryforwards, Rubicon had previously adopted a stockholder rights plan to limit the ability of any group or person to acquire 5% or more of Rubicon’s common stock (subject to certain exceptions, including acquisitions approved by its board) by any group or person. The board of Rubicon has determined that the transaction will not impair the Rubicon’s net loss carryforwards.

Rubicon shares will continue to be traded on the OTC market.

Janel Corp Tender Offer of Rubicon Common Stock
Contingent upon a successful Rubicon stockholder vote and consummation of the transaction, Janel Corp expects to make a tender offer for an additional 400,000 shares of Rubicon stock at $4.75 per share in cash upon which Janel Corp would own approximately 90.7% of Rubicon’s common stock outstanding.

The tender offer described in this announcement has not yet commenced. This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Rubicon’s common stock. If Rubicon stockholders approve the transaction, Janel will distribute an Offer to Purchase relating to the tender offer following the consummation of the transaction, and any Rubicon stockholder who would like to participate in the tender offer should review the terms of the tender offer set forth in such Offer to Purchase when it becomes available.

About Rubicon Technology, Inc.
Rubicon Technology, Inc., through its wholly owned subsidiary Rubicon Technology Worldwide LLC, is an advanced materials provider specializing in monocrystalline sapphire products for optical systems and specialty electronic devices. Rubicon has expertise in sapphire products with superior quality and precision.

About Janel Group LLC
Janel Group LLC is a non-asset based, full-service provider of cargo transportation logistics management services, including freight forwarding via air, ocean and land-based carriers; customs brokerage services; warehousing and distribution services; trucking and other value-added logistics services. The company operates in the United States with over 25 locations and serves customers globally through its networks of international partners.

Forward-looking Statements
This press release contains certain statements that are, or may deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and that reflect management’s current expectations with respect to the closing of Rubicon’s acquisition of Janel Group, the benefits of the transaction for Rubicon, the continuation of agreements between Rubicon and Janel Corp following the closing of the acquisition, the tax impact of the transaction and Janel Corp’s plans to commence a tender offer following approval of the transaction by Rubicon stockholders. These forward – looking statements may generally be identified using the words “may,” “will,” “intends,” “plans,” “projects,” “believes,” “should,” “expects,” “predicts,” “anticipates,” “estimates,” and similar expressions or the negative of these terms or other comparable terminology. These statements are necessarily estimates reflecting management’s best judgment based upon current information and involve several risks, uncertainties and assumptions. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and readers are advised that various factors could affect our financial performance, including, but not limited to, those set forth in Janel Corp’s Securities and Exchange Commission (“SEC”) filings, which could cause Janel Corp’s actual results for future periods to differ materially from those anticipated or projected in its SEC filings. While it is impossible to identify all such factors, such factors include, but are not limited to, we may fail to realize the expected benefits or strategic objectives of this transaction, or that we spend resources exploring acquisitions that are not consummated; risks associated with litigation and indemnification claims and other unforeseen claims and liabilities that may arise from an acquisition; changes in tax rates, laws or regulations and our acquired companies and subsidiaries’ ability to utilize anticipated tax benefits; the impact of rising interest rates on our investments, business and operations; conflicts of interest with the minority shareholders of our business; we may not have sufficient working capital to continue operations; we may lose customers who are not obligated to long-term contracts to transact with us; instability in the financial markets; changes or developments in U.S. laws or policies (including the imposition of tariffs and any resulting counter-tariffs as well as reductions in federal government funding); competition from companies with greater financial resources and from companies that operate in areas in which we plan to expand; impacts from climate change, including the increased focus by third-parties on sustainability issues and our ability to comply therewith; competition from parties who sell their businesses to us and from professionals who cease working for us; the level of our insurance coverage, including related to product and other liability risks; each of our compliance with applicable privacy, security and data laws; risks related to the diverse platforms and geographies which host each of our management information and financial reporting systems; the Logistic business’ dependence on the availability of cargo space from third parties; the impact of claims arising from transportation of freight by the carriers with which the Logistic business contracts, including an increase in premium costs; higher carrier prices may result in decreased adjusted gross profit; risks related to the classification of owner-operators in the transportation industry; recessions and other economic developments that reduce freight volumes; other events affecting the volume of international trade and international operations; risks arising from each of our ability to comply with governmental permit and licensing requirements or statutory and regulatory requirements; the impact of seasonal trends and other factors beyond our control on the Logistics business; and risks related to ownership of each of our common stock, including share price volatility, the lack of a guaranteed continued public trading market for each of our common stock, and costs related to maintaining Janel Corp’s status as a public company; terrorist attacks and other acts of violence or war and, in the case of Janel Corp, such other factors that may be identified from time to time in its SEC filings. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those projected. You should not place undue reliance on any of our forward-looking statements which speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For more information contact:

Rubicon Technology, Inc.

Telephone: (847) 295-7000

Email: info@rubicontechnology.com

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Air freight, buffeted by US tariffs, is losing business to ships

By Stas Margaronis
August 18, 2025

One result of the increases in U.S. tariffs on imports is that the air cargo industry is seeing some freight that previously went by air go instead on to ships, according to Joseph Smith, Director, Aviation Services for investment banker Cassel Salpeter & Co, based in Miami, Florida.

In an interview with AJOT, Smith said: “there’s a lot of goods coming from Asia that I think might have in the past been utilizing cheap air freight that now if you can get your supply chain where you can handle 21 days or 28 days or 15 days (by ship) instead of the three to five (by air) … it may take time for companies to be able … to navigate that.”

Smith noted that the International Air Transport Association (IATA) downgraded its 2025 guidance for air cargo demand from its 5.8% growth forecast, issued December 2024, to a revised forecast of near-zero growth for the year.

Two of the biggest US air cargo carriers are UPS and FedEx, Smith said: “So what we’ve seen is a lot of the carriers …whether it be a UPS … and some of the bigger freight carriers, we have seen them significantly … redeploy their routes to other markets.”

Smith told AJOT that the air transport industry supported a total of 86.5 million jobs globally in 2023, including direct, indirect, induced and aviation-enabled tourism jobs.

While air transport carries less than 1% of the volume of world trade shipments, it represents around 33% by value – meaning that goods shipped by air are very high value commodities and often perishable or time-sensitive.

Determining de minimis impact

On August 13, 2025, a report “ State of Air Cargo: Elimination of De Minimis Exception and Increased Tariffs Send Air Cargo Volumes Plummeting” authored by Marina Mayer, Editor-in-Chief of Supply & Demand Chain Executive, warned:

“Air cargo volumes in the United States through May have declined approximately 25%, year-over-year, per estimates from freight forwarders and customs brokers. The decline has accelerated since May 2, when the de minimis exemption ended for goods from China. Since the Trump administration announced reciprocal tariffs in April, China-U.S. cargo volumes have dropped by up to 60%. Tariffs have severely impacted e-commerce bookings, which fell approximately 50% in May 2025.”

The report added that some Chinese importers that utilized air freight are already starting to ship goods by ship: “The elimination of the $800 de minimis exception for imported goods, combined with increased tariffs, is expected to send air cargo volumes plummeting for low-value e-commerce shipments. With de minimis exemptions unlikely to return, Chinese e-commerce leaders now send products into the United States via bulk sea freight shipments to US-based warehouses and distribution centers, abandoning their use of individual air shipments for direct-to-consumer fulfilment that previously drove cargo aviation growth.”

The $800 de minimis rule allowed goods valued at or below $800 to be imported into the US without incurring duties, taxes, or formal customs entry procedures.

The analysis also noted: “The daily number of trans-Pacific air freighters arriving at the Top 18 US airports has decreased by approximately 30% since April, according to Cirrus Global Advisors.”

Key takeaways

Other key takeaways from the report were:

  • Air freight operators might take proactive measures to mitigate tariff impacts by relocating or onshoring some of their operations and adopting hybrid models that combine direct air fulfillment with pre-stocked forward warehouses in key markets. This approach has the potential to establish new partnerships with countries that can reach negotiated settlements and reduced tariffs, which could diversify existing freight routes and generate additional business for air freight carriers.
  • US-based cargo airlines are actively seeking ways to offset higher import costs. Lower fuel prices can provide relief if demand remains stable, while rising jet fuel prices allow airlines to implement fuel surcharges that typically include profits above actual costs.
  • Another cost-reduction opportunity involves consolidating air and ocean shipments under single customs entries, potentially reducing customs brokerage and government processing fees per shipment.
  • Current forecasts suggest the air cargo market could experience a continued downturn in the second half of the year due to the persistence of new U.S.-imposed tariffs and potential retaliatory measures taken by other countries.
  • The impact of new U.S. tariff policy will extend far beyond immediate cost pressures; new trade policy aims to transform international trade and recast global trade routes. As a result, the tariffs have been particularly destabilizing to the airfreight industry, driving price volatility and forcing comprehensive route planning overhauls, particularly within the e-commerce sector.
  • The air cargo sector faces major headwinds within this evolving tariff environment. Cargo airlines must navigate an increasingly complex landscape of disrupted trade flows as manufacturers and retailers reconfigure supply chains in response to new levies. This will reshape network planning, capacity deployment, and aircraft acquisition strategies as carriers adapt to altered trade routes and cargo volumes.
  • The implications of new trade policies are concerning and include declining demand for freighter aircraft and fleet expansion. This may be amplified by a downturn in freighter conversions, driven by rising component costs and procurement delays. Dedicated freighters increasingly dominate global trade volume over passenger aircraft belly cargo; volatility in the freighter market can drive significant systemic impacts.

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US Air Cargo From China Drops 60%, IATA Cuts Forecast

By Óscar Goytia
August 14, 2025

Air cargo  shipments from China to the United States plunged 60% in 2025 following the broad tariffs imposed by the Trump administration, while overall US air cargo volumes fell 25% year-over-year, according to a report by  Cassel Salpeter. Reflecting this disruption, the International Air Transport Association (IATA) revised its global air cargo growth forecast for 2025 from 5.8% to near zero.

The tariffs, which target imports from China, Canada, Mexico, as well as global steel and aluminum, took effect in April 2025 and expanded throughout the year. Key measures include eliminating the de minimis exemption for low-value shipments under US$800 from China, Canada, and Mexico. “Chinese e-commerce shipments that previously fueled air cargo growth have largely shifted to slower, lower-cost sea freight,” the report noted, citing companies such as Shein and Temu.

Prior to the tariffs, the US air cargo sector was on track to reach a record US$1 trillion in revenue. Cassel Salpeter cautioned that “it would be unfortunate and counterproductive to destabilize this important sector and its complex ecosystem,” while noting that airlines could adapt by exploring new routes and operational strategies.

The end of the Civil Aircraft Agreement of 1980 has compounded challenges, raising costs for aircraft parts, maintenance, and fleet expansion. “Higher production costs for aircraft manufacturers and increased acquisition costs for airlines could have a snowball effect, slowing fleet growth and cargo conversions,” the report warned. Tariffs on steel and aluminum further inflate production costs and constrain freighter availability.

In response, airlines are reallocating aircraft from China–US routes to European and regional corridors. Freight forwarders are exploring hybrid logistics models, including pre-positioned inventory near consumers and partnerships with countries offering tariff reductions for new corridors. Lower fuel prices may offset some import cost increases.

The tariffs also triggered frontloading, with shipments accelerated before the measures took effect, temporarily boosting cargo rates. Post-tariff rates from China to the United States could fall from US$5.09 per kilogram to below US$3.65 per kilogram, reflecting the sudden drop in demand and released capacity. Forwarders are delaying long-term contracts and considering alternative sourcing or domestic production, though these measures will take time to implement.

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State of Air Cargo: Elimination of De Minimis Exception and Increased Tariffs Send Air Cargo Volumes Plummeting

The air cargo sector faces major headwinds within this evolving tariff environment.
By Marina Mayer
August 12, 2025

New trade policies introduced by the United States have ushered in a challenging period for the aviation industry, particularly the air cargo and freight sector.

“The industry was set to build on a record 2024 performance with strong prospects for 2025 and beyond after years of post-COVID rebuilding and growth. It would be unfortunate and counterproductive to destabilize this important industry and its complex ecosystem, and we are hopeful that new international trade agreements can be reached with common-sense exemptions and reduced levies,” according to Cassel Salpeter & Co. “Until tariff uncertainties are resolved, it remains difficult to forecast the future of the industry and supply chains. We are cautiously optimistic that the industry will be able to adapt with new routes and strategies to weather the storm, executing a smooth landing after tariff turbulence.”

Despite the challenging landscape, the air cargo industry is exploring strategies to adapt, while hoping for policy resolution. And, new opportunities may emerge through expansion into additional global markets and premium air cargo pricing, according to datasets released by Cassel Salpeter & Co.

Key takeaways:

  • Air freight operators might take proactive measures to mitigate tariff impacts by relocating or onshoring some of their operations and adopting hybrid models that combine direct air fulfillment with pre-stocked forward warehouses in key markets. This approach has the potential to establish new partnerships with countries that can reach negotiated settlements and reduced tariffs, which could diversify existing freight routes and generate additional business for air freight carriers.
  • U.S.-based cargo airlines are actively seeking ways to offset higher import costs. Lower fuel prices can provide relief if demand remains stable, while rising jet fuel prices allow airlines to implement fuel surcharges that typically include profits above actual costs.
  • Another cost-reduction opportunity involves consolidating air and ocean shipments under single customs entries, potentially reducing customs brokerage and government processing fees per shipment.
  • The International Air Transport Association (IATA) downgraded its 2025 guidance for air cargo demand from its 5.8% growth forecast, issued December 2024, to a revised forecast of near-zero growth for the year. This represents a significant reversal for an industry where air cargo volume for passenger and all-cargo airlines grew 12% in 2024, reaching all-time highs.
  • Air cargo volumes in the United States through May have declined approximately 25%, year-over-year, per estimates from freight forwarders and customs brokers. The decline has accelerated since May 2, when the de minimis exemption ended for goods from China. Since the Trump administration announced reciprocal tariffs in April, China-U.S. cargo volumes have dropped by up to 60%. Tariffs have severely impacted e-commerce bookings, which fell approximately 50% in May 2025.
  • The daily number of trans-Pacific air freighters arriving at the Top 18 U.S. airports has decreased by approximately 30% since April, according to Cirrus Global Advisors. Current forecasts suggest the air cargo market could experience a continued downturn in the second half of the year due to the persistence of new U.S.-imposed tariffs and potential retaliatory measures taken by other countries.
  • The impact of new U.S. tariff policy will extend far beyond immediate cost pressures; new trade policy aims to transform international trade and recast global trade routes. As a result, the tariffs have been particularly destabilizing to the airfreight industry, driving price volatility and forcing comprehensive route planning overhauls, particularly within the e-commerce sector.
  • The elimination of the $800 de minimis exception for imported goods, combined with increased tariffs, is expected to send air cargo volumes plummeting for low-value e-commerce shipments. With de minimis exemptions unlikely to return, Chinese e-commerce leaders now send products into the United States via bulk sea freight shipments to U.S.-based warehouses and distribution centers, abandoning their use of individual air shipments for direct-to-consumer fulfilment that previously drove cargo aviation growth.
  • The air cargo sector faces major headwinds within this evolving tariff environment. Cargo airlines must navigate an increasingly complex landscape of disrupted trade flows as manufacturers and retailers reconfigure supply chains in response to new levies. This will reshape network planning, capacity deployment, and aircraft acquisition strategies as carriers adapt to altered trade routes and cargo volumes.
  • The implications of new trade policies are concerning and include declining demand for freighter aircraft and fleet expansion. This may be amplified by a downturn in freighter conversions, driven by rising component costs and procurement delays. Dedicated freighters increasingly dominate global trade volume over passenger aircraft belly cargo; volatility in the freighter market can drive significant systemic impacts.

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Indigo Acquisition Corp. Announces Separate Trading of its Ordinary Shares and Rights

Source: INDIGO ACQUISITION CORP

NEW YORK, July 18, 2025 (GLOBE NEWSWIRE) — Indigo Acquisition Corp. (NASDAQ: INACU) (the “Company”) announced today that, commencing on or about July 30, 2025, holders of its units sold in the Company’s initial public offering may elect to separately trade the Company’s ordinary shares and rights included in the units. The ordinary shares and rights that are separated will trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “INAC” and “INACR,” respectively. No fractional rights will be issued upon separation of the units and only whole rights will trade. Those units not separated will continue to trade on Nasdaq under the symbol “INACU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into ordinary shares and rights.

The Company is a Cayman exempt company, formed as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The Company intends to focus on opportunities with established, profitable companies with attractive market positions and/or growth potential that can leverage our management team’s experience and expertise. The Company is led by its Chairman of the Board and Chief Executive Officer, James S. Cassel, and its Chief Operating Officer and Chief Financial Officer, Scott Salpeter.

FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s final prospectus relating to the Company’s initial public offering filed with the SEC on July 1, 2025. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact:

James S. Cassel, CEO
jcassel@cs-ib.com
305-438-7700

Scott Salpeter, CFO
ssalpeter@cs-ib.com
305-438-7700

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Indigo Acquisition Corp. Announces Closing of Full Over-Allotment Option

Source: INDIGO ACQUISITION CORP

NEW YORK, July 11, 2025 (GLOBE NEWSWIRE) — Indigo Acquisition Corp. (the “Company”) announced today that it has consummated the sale of the full 1,500,000 units subject to the over-allotment option granted to the underwriters in connection with its initial public offering. The additional units were sold at $10.00 per unit, generating additional gross proceeds to the Company of $15,000,000.

The Company’s units are listed on the Nasdaq Global Market (“Nasdaq”) and trade under the ticker symbol “INACU.” Each unit consists of one ordinary share and one right entitling its holder to receive one tenth of one ordinary share upon the Company’s completion of an initial business combination, subject to adjustment. Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be listed on Nasdaq under the symbols “INAC” and “INACR,” respectively.

The Company is a Cayman exempt company, formed as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The Company intends to focus on opportunities with established, profitable companies with attractive market positions and/or growth potential that can leverage our management team’s experience and expertise. The Company is led by its Chairman of the Board and Chief Executive Officer, James S. Cassel, and its Chief Operating Officer and Chief Financial Officer, Scott Salpeter.

EarlyBirdCapital, Inc. acted as the book-running manager for the offering and IB Capital acted as co-manager for the offering. The offering was made by means of a prospectus. Copies of the prospectus may be obtained from EarlyBirdCapital, Inc., 366 Madison Avenue, New York, New York 10017, Attention: Syndicate Department, or (212) 661-0200.

A registration statement relating to these securities was filed with the Securities and Exchange Commission (the “SEC”) and was declared effective on June 30, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements.” No assurance can be given that the net proceeds of the offering will be used as indicated in the offering prospectus. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact:

James S. Cassel, CEO
jcassel@cs-ib.com
305-438-7700

Scott Salpeter, CFO
ssalpeter@cs-ib.com
305-438-7700

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Indigo Acquisition Corp. Announces Closing of $100,000,000 Initial Public Offering

Source: INDIGO ACQUISITION CORP

NEW YORK, July 02, 2025 (GLOBE NEWSWIRE) — Indigo Acquisition Corp. (the “Company”) announced today that it closed its initial public offering of 10,000,000 units at $10.00 per unit. The offering resulted in gross proceeds to the Company of $100,000,000.

The Company’s units are listed on the Nasdaq Global Market (“Nasdaq”) and trade under the ticker symbol “INACU.” Each unit consists of one ordinary share and one right entitling its holder to receive one tenth of one ordinary share upon the Company’s completion of an initial business combination, subject to adjustment. Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be listed on Nasdaq under the symbols “INAC” and “INACR,” respectively.

The Company is a Cayman exempt company, formed as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The Company intends to focus on opportunities with established, profitable companies with attractive market positions and/or growth potential that can leverage our management team’s experience and expertise. The Company is led by its Chairman of the Board and Chief Executive Officer, James S. Cassel, and its Chief Operating Officer and Chief Financial Officer, Scott Salpeter.

Of the proceeds received from the consummation of the initial public offering and a simultaneous private placement of units, $100,000,000 was placed in trust.

EarlyBirdCapital, Inc. acted as the book-running manager for the offering and IB Capital acted as co-manager for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 1,500,000 units at the initial public offering price to cover over-allotments, if any. The offering is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from EarlyBirdCapital, Inc., 366 Madison Avenue, New York, New York 10017, Attention: Syndicate Department, or (212) 661-0200.

A registration statement relating to these securities was filed with the Securities and Exchange Commission (the “SEC”) and was declared effective on June 30, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements.” No assurance can be given that the net proceeds of the offering will be used as indicated in the offering prospectus. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact:

James S. Cassel, CEO
jcassel@cs-ib.com
305-438-7700

Scott Salpeter, CFO
ssalpeter@cs-ib.com
305-438-7700

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