Alussa Energy Acquisition Corp. II 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ALUSSA ENERGY ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 100) F-2 Financial Statements Balance Sheets as of December 31, 202 5 and 202 4 F- 3 Statements of Operations for the Year Ended December 31, 2025 and for the Period from August 16, 2024 (Inception) through December 31, 2024 F- 4 Statements of Changes in Shareholders’ Deficit for the Year Ended December 31, 2025 and for the Period from August 16, 2024 (Inception) through December 31, 2024 F-5 Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from August 16, 2024 (Inception) through December 31, 2024 F-6 Notes to Financial Statements F- 7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Alussa Energy Acquisition Corp. II Opinion on the Financial Statements We have audited the accompanying balance sheets of Alussa Energy Acquisition Corp. II (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2025 and for the period from August 16, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from August 16, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2024. New York, New York March 27, 2026 PCAOB Number 100 F- 2 FINANCIAL STATEMENTS ALUSSA ENERGY ACQUISITION CORP. II BALANCE SHEETS December 31, 2025 December 31, 2024 ASSETS Current assets: Cash $ 1,163,106 $ 4,200 Prepaid expenses 80,800 - Total current assets 1,243,906 4,200 Deferred offering costs - 618,506 Long-term prepaid insurance 58,500 - Investments held in Trust Account 288,940,875 - Total assets $ 290,243,281 $ 622,706 LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT Current liabilities: Accrued expenses $ 71,398 $ 43,435 Accrued offering costs - 603,506 Related party loan 197,917 25,000 Total current liabilities 269,315 671,941 Deferred legal fees 1,197,413 - Deferred advisory fee 8,625,000 - Deferred underwriting fee 8,625,000 - Total liabilities 18,716,728 671,941 Commitments and contingencies (Note 6) Temporary equity: Class A Ordinary shares subject to possible redemption, 28,750,000 shares at redemption value of $ 10.05 per share at December 31, 2025 288,940,875 - Shareholders’ Deficit Preference shares, $ 0.0001 par value; 2,500,000 shares authorized; none issued and outstanding at December 31, 2025 and 2024 - - Class A Ordinary shares, $ 0.0001 par value; 250,000,000 shares authorized; none issued and outstanding as of December 31, 2025 and 2024 (excluding 28,750,000 shares subject to possible redemption at December 31, 2025) - - Class B Ordinary shares, $ 0.0001 par value; 25,000,000 shares authorized; 7,187,500 issued and outstanding at December 31, 2025 and 2024 (1) 719 719 Additional paid-in capital - 24,281 Accumulated deficit ( 17,415,041 ) ( 74,235 ) Total shareholders’ deficit ( 17,414,322 ) ( 49,235 ) Total liabilities, temporary equity and shareholders’ deficit $ 290,243,281 $ 622,706 (1) Includes up to 937,500 Class B Ordinary Shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (Note 5). On November 14, 2025, the Company consummated its Initial Public Offering and sold 28,750,000 Units, including 3,750,000 Units sold pursuant to the full exercise of the underwriter’s option to purchase additional Units to cover the over-allotment. As such, the 937,500 shares of Class B Ordinary Shares were no longer subject to forfeiture. The accompanying notes are an integral part of these financial statements. F- 3 ALUSSA ENERGY ACQUISITION CORP. II STATEMENTS OF OPERATIONS For the Year Ended December 31, 2025 For the Period from August 16, 2024 (Inception) through December 31, 2024 General and administrative costs $ 219,519 $ 74,235 Advisory fee 8,625,000 - Loss from operations ( 8,844,519 ) ( 74,235 ) Other income: Interest earned on investments held in Trust Account 1,440,875 - Net loss $ ( 7,403,644 ) $ ( 74,235 ) Weighted - average shares outstanding - basic and diluted Class A Ordinary Shares 3,780,822 - Net loss per share - basic and diluted Class A - Ordinary shares $ ( 0.73 ) $ - Weighted - average shares outstanding - basic and diluted Class B Ordinary Shares (1) 6,373,288 6,250,000 Net loss per share - basic and diluted - Class B Ordinary shares $ ( 0.73 ) $ ( 0.01 ) (1) The year ended December 31, 2024 excludes 937,500 Class B Ordinary Shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (Note 5). On November 14, 2025, the Company consummated its Initial Public Offering and sold 28,750,000 Units, including 3,750,000 Units sold pursuant to the full exercise of the underwriter’s option to purchase additional Units to cover the over-allotment. As such, the 937,500 shares of Class B Ordinary Shares were no longer subject to forfeiture. The accompanying notes are an integral part of these financial statements. F- 4 ALUSSA ENERGY ACQUISITION CORP. II STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM AUGUST 16, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance at August 16, 2024 (inception) - $ - - $ - $ - $ - $ - Issuance of Founder Shares to Sponsor (1) - - 7,187,500 719 24,281 - 25,000 Net loss - - - - - ( 74,235 ) ( 74,235 ) Balance at December 31, 2024 - $ - 7,187,500 $ 719 $ 24,281 $ ( 74,235 ) $ ( 49,235 ) Sale of 2,500,000 Private Placement Warrants - - - - 2,500,000 - 2,500,000 Allocated value of transaction costs to Public Warrants - - - - ( 121,226 ) - ( 121,226 ) Fair value of Public Warrants at issuance - - - - 3,162,500 3,162,500 Accretion of Class A Ordinary Shares to redemption amount - - - - ( 5,565,555 ) ( 9,937,162 ) ( 15,502,717 ) Net loss - - - - - ( 7,403,644 ) ( 7,403,644 ) Balance at December 31, 2025 - $ - 7,187,500 $ 719 $ - $ ( 17,415,041 ) $ ( 17,414,322 ) (1) Includes up to 937,500 Class B Ordinary Shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (Note 5). On November 14, 2025, the Company consummated its Initial Public Offering and sold 28,750,000 Units, including 3,750,000 Units sold pursuant to the full exercise of the underwriter’s option to purchase additional Units to cover the over-allotment. As such, the 937,500 shares of Class B Ordinary Shares were no longer subject to forfeiture. The accompanying notes are an integral part of these financial statements. F- 5 ALUSSA ENERGY ACQUISITION CORP. II STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2025 For the Period from August 16, 2024 (Inception) through December 31, 2024 Cash flows from operating activities: Net loss $ ( 7,403,644 ) $ ( 74,235 ) Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on investments held in Trust Account ( 1,440,875 ) - General and administrative costs paid by an affiliate of the Sponsor in exchange for issuance of Class B Ordinary shares - 10,000 Deferred advisory fee payable 8,625,000 - Changes in operating assets and liabilities: Prepaid expenses ( 80,800 ) - Long-term prepaid insurance ( 58,500 ) - Accrued expenses 27,963 43,435 Net cash used in operating activities ( 330,856 ) ( 20,800 ) Cash flows from investing activities: Investment of cash in trust account ( 287,500,000 ) - Net cash used in investing activities ( 287,500,000 ) - Cash flows from financing activities: Proceeds from sale of Units 287,500,000 - Underwriting discount paid ( 250,000 ) - Proceeds from sale of Private Placement Warrants 2,500,000 - Proceeds from related party loan 172,917 25,000 Payment of offering costs ( 933,155 ) - Net cash provided by financing activities 288,989,762 25,000 Net change in cash 1,158,906 4,200 Cash beginning of period 4,200 - Cash end of period $ 1,163,106 $ 4,200 Supplemental disclosure of non-cash investing and financing activities: Deferred offering costs paid by an affiliate of the Sponsor in exchange for issuance of Class B Ordinary shares $ - $ 15,000 Deferred offering costs included in accrued offering costs $ - $ 603,506 Deferred legal fee payable $ 1,197,413 $ - Deferred underwriting fee payable $ 8,625,000 $ - The accompanying notes are an integral part of these financial statements. F- 6 ALUSSA ENERGY ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 1 — Description of Business and Operations Description of Business Alussa Energy Acquisition Corp. II (the “Company”) was incorporated as a Cayman Islands exempted company on August 16, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2025, the Company has not yet commenced operations. All activity for the period from August 16, 2024 (inception) through December 31, 2024 and for the year ended December 31, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and the Private Placement Warrants (as defined in Note 4). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Alussa Energy Sponsor II LLC (the “Sponsor”), an affiliate of the Company. The registration statement for the Company’s Initial Public Offering became effective on November 12, 2025 (the “IPO Registration Statement”). On November 14, 2025, the Company consummated the Initial Public Offering of 28,750,000 Units at $ 10.00 per unit, which included the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 Units at $ 10.00 per Unit, which is discussed in Note 3 (the “Initial Public Offering”), and the sale of 2,500,000 Warrants at a price of $ 1.00 in the aggregate, in a private placement (see Note 4) that closed concurrently with the Initial Public Offering. Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share (see Note 4). The Company’s management (“Management”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds other than taxes payable on interest earned on the Trust Account (as defined below) are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions and advisory fees). Transaction costs amounted to $ 11,020,569, consisting of cash underwriting fees of $ 250,000 , deferred underwriting fees of $ 8,625,000 (see additional discussion in Note 6), and other offering costs of $ 2,145,569 . The Trust Account Upon the closing of the Initial Public Offering and the private placement, Management placed an aggregate of $ 287,500,000 ($ 10.00 per Unit sold) in a trust account (“Trust Account”) that may only be invested in U.S. government treasury bills with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations and may at any time be held as cash or cash items, including in demand deposit accounts at a bank. Funds will remain in the Trust Account until the earlier of (i) the consummation of the initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s amended and restated memorandum and articles of association provide that, other than the permitted withdrawals (as defined below), if any, none of the funds held in the Trust Account will be released until the earlier of (i) the completion of the initial Business Combination; (ii) the redemption of any Class A Ordinary Shares, $ 0.0001 par value, of the Company (the “Public Shares”), that have been properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing of its obligation to redeem 100 % of the Public Shares if it does not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering, and any such extension, if approved, are collectively referred to herein as the “Completion Window” or (B) with respect to any other material provision relating to the rights of holders of the Public Shares or pre-initial Business Combination activity; and (iii) the redemption of 100 % of the Public Shares if the Company is unable to complete an initial Business Combination within the Completion Window, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s Public Shareholders. F- 7 Initial Business Combination The Company’s Management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating the initial Business Combination. The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an initial Business Combination. The Company, after signing a definitive agreement for an initial Business Combination, will either (i) seek shareholder approval of the initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account 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 (“permitted withdrawals”)), (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest less permitted withdrawals. The decision as to whether the Company will seek shareholder approval of the initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its 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 otherwise require the Company to seek shareholder approval, unless a vote is required by law or under applicable stock exchange rules. Pursuant to the Company’s amended and restated memorandum and articles of association if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering, subject to any extension, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter 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 (which interest shall be net of permitted withdrawals and up to $ 100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the holders’ 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 the Company’s remaining shareholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined in Note 5) held by them if the Company fails to complete the initial Business Combination within the Completion Window. However, if the Sponsor and Management Team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after the initial Business Combination, the Company’s shareholder is entitled to share ratably in all assets remaining available for distribution after payment of liabilities and after provision is made for each class of shares, if any, having preference over the Ordinary Shares. The Company’s shareholder has no preemptive or other subscription rights. There are no sinking fund provisions applicable to the Ordinary Shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the initial Business Combination, subject to the limitations described herein. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (except for the Company’s independent registered public accounting firm), or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the Initial Public Offering underwriter against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $ 10.00 per public share. F- 8 Risks and Uncertainties The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. Liquidity and Capital Resources As of December 31, 2025, the Company had $ 1,163,106 in cash and working capital of $ 974,591 . The Company has incurred and expects to continue to incur significant costs in pursuit of its Business Combination plans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements — Going Concern , Management does not believe it will need to raise additional funds in order to meet the expenditures required to operate its business. However, if the estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Initial Business Combination. Management has determined that upon the consummation of the Initial Public Offering and the sale of the Private Placement Warrants, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of these financial statements. Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status As an emerging growth company, the Company may 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, reduced disclosure obligations regarding executive compensation in its 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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with the financial statements of another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. F- 9 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires Management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 1,163,106 and $ 4,200 in cash as of December 31, 2025 and 2024, respectively. Investments Held in Trust As of December 31, 2025, the assets held in the Trust Account, amounting to $ 288,940,875 , were held in cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, 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 of 1940 and that invest only in direct U.S. government obligations and may at any time be held as cash or cash items, including in demand deposit accounts at a bank. Such investments are classified as trading securities which are presented at fair value. Gains and losses resulting from the change in fair value of these securities are included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. There were no assets held in the Trust Account as of December 31, 2024. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. As of December 31, 2025, the Company has not experienced losses on these accounts and Management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASBASC Topic 820, Fair Value Measurement , approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. F- 10 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5.A, Expenses of Offering . The Company has incurred deferred offering costs that consist principally of professional and registration fees related to the Initial Public Offering. FASB ASC Topic 470-20, Debt with Conversion and Other Options , addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate the net proceeds of the Initial Public Offering from the Units between Public Shares and Public Warrants using each instrument’s relative fair value. Offering costs allocated to the Public Shares were charged to temporary equity; offering costs allocated to the Public Warrants and Private Placement Warrants (as defined in Note 4) were charged to shareholders’ deficit, as Public Warrants and Private Placement Warrants are equity-classified based on Management’s evaluation of the pertinent terms of conditions of each financial instrument. Warrant Instruments The Company accounted for the 9,583,333 Public Warrants and 2,500,000 Private Placement Warrants issued in connection with the Initial Public Offering and the private placement, respectively, in accordance with the guidance in ASC 815. Accordingly, the Company evaluated the terms and conditions of each financial instrument and classified the Warrant instruments within permanent equity at their assigned value. Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares (“Class A Ordinary Shares”) are classified within temporary equity in accordance with ASC 480-10-S99-3A given that the redemption provisions with respect to shares of Class A Ordinary Shares are not solely within the Company’s control as the Public Shareholders have the right to redeem such Class A Ordinary Shares upon the completion of the initial Business Combination. Class A redeemable shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Class A redeemable shares will be classified as temporary equity with the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the accompanying balance sheet. F- 11 As of December 31, 2025, the Class A Ordinary Shares subject to redemption reflected in the accompanying balance sheet are reconciled to the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants ( 3,162,500 ) Class A Ordinary Shares issuance costs ( 10,899,342 ) Plus: Accretion of carrying value to redemption value 15,502,717 Class A Ordinary Shares subject to possible redemption $ 288,940,875 Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s income tax provision was zero for the periods presented. Share-Based Compensation The Company records share-based compensation in accordance with FASB ASC Topic 718, Compensation-Share Compensation (“ASC 718”), guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Grants of share-based payment awards issued to non-employees for services rendered are recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. F- 12 Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of the Financial Accounting Standards Board ASC Topic 260, Earnings Per Share . Net loss per share is computed by dividing net loss by the weighted average number of Ordinary Shares outstanding during the period, excluding Ordinary Shares subject to forfeiture. Basic and diluted net loss per Ordinary Share for Class A Ordinary Shares and Class B Ordinary Shares is calculated by dividing net loss per Ordinary Share attributable to the Company by the weighted average number of Class A Ordinary Shares and Class B Ordinary Shares outstanding, allocated proportionally to each class of Ordinary Shares. This presentation assumes a business combination as the most likely outcome. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value. As of December 31, 2025 and 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into Ordinary Shares and then share in the earnings of the Company. As a result, diluted loss per Ordinary Share is the same as basic loss per Ordinary Share for the periods presented. For the Year Ended December 31, 2025 For the Period from August 16, 2024 (Inception) through December 31, 2024 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ ( 2,756,703 ) $ ( 4,646,941 ) $ - $ ( 74,235 ) Denominator: Weighted-average shares outstanding 3,780,822 6,373,288 - 6,250,000 Basic and diluted net loss per share $ ( 0.73 ) $ ( 0.73 ) $ - $ ( 0.01 ) Contingencies Certain conditions may exist as of the date the Company’s financial statements are issued, which may result in a loss but which will only be resolved when one or more future events occur or fail to occur. In the preparation of the Company’s financial statements, Management assesses the need for accounting recognition or disclosure of these contingencies, if any, and such assessment inherently involves an exercise in judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, Management and legal counsel evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. When applicable, the Company will accrue an undiscounted liability for contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum amount within the range is accrued. The Company does not record a contingent liability when the likelihood of loss is probable but the amount cannot be reasonably estimated or when it is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably possible and the impact would be material, the Company discloses the nature of the contingency and, if feasible, an estimate of the possible loss or range of loss. Loss contingencies considered remote are generally not disclosed. See Note 6 – Commitments and Contingencies. F- 13 Recent Accounting Standards In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The ASU improves the transparency of income tax disclosures by establishing new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under new guidance, all entities subject to ASC 740 must consistently categorize and provide greater disaggregation of information in the rate reconciliation. They must also further disaggregate income taxes paid. The new guidance will become effective for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2026. The Company will be required to adopt this guidance on a prospective basis with an option to apply it retrospectively for each period presented. Early adoption of the standard is also permitted. Management is currently evaluating the impact of the new standard on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units at a price of $ 10.00 per unit for a total of $ 287,500,000 , which included the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 Units, at a purchase price of $ 10.00 per Unit. Each Unit consists of one Public Share and one-third of one redeemable Warrant (each, a “Public Warrant” and collectively, the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustments (see Note 7). Note 4 — Private Placement Warrants The Sponsor purchased an aggregate of 2,500,000 Warrants at a price of $ 1.00 per Warrant in a private placement that closed concurrently with the Initial Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustments. Each Warrant will become exercisable 30 days after the completion of the initial Business Combination and will not expire except upon liquidation. If the initial Business Combination is not completed within 24 months from the closing of the Initial Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). Note 5 — Related Party Transactions Founder Shares On September 6, 2024, the Company issued an aggregate of 7,187,500 Class B Ordinary Shares, $ 0.0001 par value (the “Founder Shares”), to an entity affiliated with the Sponsor in exchange for a $ 25,000 payment (approximately $ 0.003 per share) to cover certain formation and deferred offering costs on behalf of the Company. On October 15, 2024, the Founder Shares were transferred from the affiliated entity to the Sponsor for no additional consideration. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the Class A Ordinary Shares, $ 0.0001 par value, of the Company issuable upon conversion thereof. The Founder Shares are identical to the Public Shares included in the Units sold in the Initial Public Offering except that the Founder Shares automatically convert into Public Shares at the time of the initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the initial Business Combination, as may be determined by the directors of the Company) or earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below. The Sponsor will not be entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the initial Business Combination. If the initial Business Combination is not completed within 24 months from the closing of the Initial Public Offering, the Sponsor will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it. The Sponsor previously agreed to forfeit up to an aggregate of 937,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriter so that the Founder Shares will represent 20 % of the Company’s issued and outstanding shares after the Initial Public Offering. On November 14, 2025, as a result of the underwriter’s election to fully exercise its over-allotment option, the 937,500 shares are no longer subject to forfeiture. F- 14 The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) six months after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination (the date on which the Company consummates a transaction which results in the shareholder having the right to exchange its shares for cash, securities, or other property subject to certain limited exceptions). Each of the Company’s executive officers and directors received an indirect interest in 50,000 Founder Shares through membership interests in the Sponsor for their services. The provision of the indirect interest in the Founder Shares to the Company’s executive officers and directors by Sponsor is in the scope of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the shares granted to the Company’s executive officers and directors was $ 1.67 per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a business combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2025, the Company determined that a business combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a business combination is considered probable (i.e., upon consummation of a business combination) in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. Administrative Support Agreement Commencing on the date of the Initial Public Offering, the Company has agreed to reimburse an affiliate of the Sponsor an aggregate of $ 5,000 a month for office space, utilities and secretarial and administrative support. For the year ended December 31, 2025, the Company incurred $ 8,167 of fees for these services and recorded as accrued expense in the accompanying balance sheets. There were no services and fees incurred for the year ended December 31, 2024. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Related Party Loans On September 6, 2024, the Company and an affiliated entity entered into a loan agreement, whereby such entity agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Affiliate Note”). On October 15, 2024, the Affiliate Note was terminated and the Company and the Sponsor entered into a new loan agreement (the “Note”) on the same terms as the Affiliate Note. This loan is non-interest bearing and payable on the earlier of December 31, 2025, or the date on which the Company consummates the Initial Public Offering. As of December 31, 2025 and 2024, the Company had $ 197,917 and $ 25,000 , respectively, in outstanding borrowings under the Note. As discussed in Note 10 – Subsequent Events, the outstanding balance of $ 197,917 of the related party loan was repaid on January 12, 2026, and borrowings under the Note are no longer available. Working Capital Loans In addition, in order to finance transaction costs in connection with its initial Business Combination, the Sponsor may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $ 1,500,000 of such loans may be convertible into Warrants of the post-business combination entity at a price of $ 1.00 per Warrant at the option of the Sponsor. The Warrants and their underlying securities would be identical to the Private Placement Warrants. As of December 31, 2025 and 2024, the Company had no outstanding borrowings under Working Capital Loans. F- 15 Note 6 — Commitments and Contingencies Warrant Agreement Amendments The Warrant agreement provides that (a) the terms of the Public Warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correcting any mistake, including to conform the provisions of the Warrant agreement to the description of the terms of the Public Warrants and the Warrant agreement set forth in the prospectus, or defective provision (ii) removing or reducing the Company’s ability to redeem the Public Warrants and, if applicable, a corresponding amendment to the Company’s ability to redeem the Private Placement Warrants or (iii) adding or changing any provisions with respect to matters or questions arising under the Warrant agreement as the parties to the Warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the Public Warrants under the Warrant agreement in any material respect, (b) the terms of the Warrants may be amended with the vote or written consent of at least 50 % of the then outstanding Public Warrants and Private Placement Warrants, voting together as a single class, to allow for the Warrants to be, or continue to be, as applicable, classified as equity in the Company’s financial statements and (c) all other modifications or amendments to the Company’s Warrant agreement with respect to (i) the Public Warrants require the vote or written consent of holders of at least 50 % of the then outstanding Public Warrants and (ii) the Private Placement Warrants require the vote or written consent of holders of at least 50 % of the then outstanding Private Placement Warrants. Accordingly, the Company may amend the terms of the Public Warrants in a manner adverse to a holder of Public Warrants if holders of at least 50% of the then outstanding Public Warrants approve of such amendment. Although the Company’s ability to amend the terms of the Public Warrants with the consent of at least 50 % of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, shorten the exercise period or decrease the number of Ordinary Shares purchasable upon exercise of a Warrant. Underwriting Agreement The Company granted the underwriter a 45 -day option to purchase up to 3,750,000 additional Units to cover any over-allotments at the Initial Public Offering price. The underwriter elected to fully exercise the over-allotment option to purchase the additional 3,750,000 Units at a price of $ 10.00 per Unit concurrently with the closing of the Initial Public Offering on November 14, 2025. The underwriter was paid a cash underwriting discount of $ 250,000 at the closing of the Initial Public Offering, with an additional fee of 3.00 % of the gross offering proceeds payable only upon the Company’s completion of its initial Business Combination (the “Deferred Discount”) for a total deferred underwriting fee of $ 8,625,000 . The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. Advisory Fee In addition to the Deferred Discount, the Company engaged Santander US Capital Markets LLC (“Santander”) to provide advisory services from time to time. As compensation for the services provided under an engagement letter, the Company shall pay Santander a fee equal to 3.00 % of the gross proceeds raised in the Initial Public Offering, payable upon closing of the initial Business Combination. The Company has agreed to indemnify Santander and its affiliates in connection with its role in providing the advisory services. The termination clause in the agreement deems the fee earned and recordable as of December 31, 2025, and $ 8,625,000 has been recorded as deferred advisory fee on the accompanying condensed balance sheets. Deferred Legal Fees The Company has entered into an engagement letter to obtain legal advisory services, pursuant to which the Company’s legal counsel agreed to defer fees until the closing of the initial Business Combination. As of December 31, 2025, the Company had incurred $ 1,197,413 of legal fees in excess of the deferral threshold. As of December 31, 2024, there were no deferred legal fees in excess of the deferral threshold. F- 16 Registration Rights The holders of (i) Founder Shares (only after conversion of such shares to Class A Ordinary Shares), (ii) Private Placement Warrants (and their underlying securities) and (iii) Warrants that may be issued upon conversion of Working Capital Loans (as defined below) (and their underlying securities), if any, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the registration statement of the Initial Public Offering. These holders will be entitled to make up to three demands and have “piggyback” registration rights. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Note 7 — Shareholders’ Deficit Preference Shares The Company is authorized to issue 2,500,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of December 31, 2025 and 2024, there were no preference shares issued or outstanding. Ordinary Shares The authorized Ordinary Shares of the Company include up to 250,000,000 Class A Ordinary Shares with a par value of $ 0.0001 per share and 25,000,000 Class B Ordinary Shares with a par value of $ 0.0001 per share. If the Company enters into an initial Business Combination, it may (depending on the terms of such an initial Business Combination) be required to increase the number of Class A Ordinary Shares which the Company is authorized to issue at the same time as the Company’s shareholder votes on the initial Business Combination to the extent the Company seeks shareholder approval in connection with the initial Business Combination. Holders of the Company’s Ordinary Shares are entitled to one vote for each Ordinary Share (except as otherwise expressed in the Company’s amended and restated memorandum and articles of association). The Company’s Class A Ordinary Shares have been classified within temporary equity as of November 14, 2025, in accordance with ASC 480-10-S99-3A to the extent that Public Shareholders have the right to redeem such Class A Ordinary Shares upon the completion of the initial Business Combination. As of December 31, 2025 and 2024, there were no Class A Ordinary Shares issued or outstanding. Prior to the consummation of the initial Business Combination, only holders of Class B Ordinary Shares will have the right to vote on the appointment and removal of directors. Other than as described above, holders of Class A Ordinary Shares and Class B Ordinary Shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. The Class B Ordinary Shares will automatically convert into non-redeemable Class A Ordinary Shares in connection with the consummation of the initial Business Combination or at any time and from time to time at the option of the holder thereof, on a one-for-one basis, subject to adjustment. Class A Ordinary Shares issued in connection with the conversion of Class B Ordinary Shares issued prior to the consummation of the initial Business Combination are subject to the same restrictions as applied to Class B Ordinary Shares prior to such conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination. In the case that additional Class A Ordinary Shares, or equity-linked securities, are issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares shall convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all Ordinary Shares issued and outstanding upon the Initial Public Offering plus all Class A Ordinary Shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination). F- 17 On November 14, 2025, the Company consummated its Initial Public Offering and sold 28,750,000 Units, including 3,750,000 Units sold pursuant to the full exercise of the underwriter’s option to purchase additional Units to cover the over-allotment. As such, the 937,500 shares of Class B Ordinary Shares were no longer subject to forfeiture. As of December 31, 2025 and 2024, there were 7,187,500 Class B Ordinary Shares issued and outstanding. Warrants Each whole Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment as described herein, at any time commencing 30 days after the completion of the initial Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a “cashless basis” under the circumstances specified in the Warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the Warrant agreement, a Warrant holder may exercise its Warrants only for a whole number of Class A Ordinary Shares. This means that only a whole Warrant may be exercised at any given time by a Warrant holder. No fractional Warrants will be issued upon separation of the units and only whole Warrants will trade. The Public Warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Private Placement Warrants will are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. The Private Placement Warrants may be exercised for cash or on a “cashless basis.” The Private Placement Warrants are not redeemable and will not expire except upon liquidation. As of December 31, 2025, there were 9,583,333 Public Warrants and 2,500,000 Private Placement Warrants outstanding. There were no Public Warrants or Private Placement Warrants outstanding as of December 31, 2024. Redemption of Public Warrants — Once the Warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● In whole and not in part; ● At a price of $ 0.01 per Public Warrant; ● Upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● If, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading-day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. F- 18 The Company will not redeem the Public Warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of Class A Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30 -day redemption period, unless the Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If, and when, the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption as described in this paragraph, Management will have the option to require any holder that wishes to exercise his, her or its Public Warrant following the notice of redemption to do so on a cashless basis. In the case of such a cashless exercise, each holder would pay the exercise price by surrendering the Public Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Public Warrants, multiplied by the excess of the “fair market value” less the exercise price of the Public Warrants by (y) the fair market value. The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A Ordinary Shares for the 10 trading days ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the Public Warrants. If Management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A Ordinary Shares to be received upon exercise of the Public Warrants, including the “fair market value” in such case. The Company has established the $ 18.00 per share (as adjusted) redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price of the Class A Ordinary Shares may fall below the $ 18.00 redemption trigger price as well as the $ 11.50 Public Warrant exercise price after the redemption notice is issued. In addition, if (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by its Board of Directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of its initial Business Combination on the date of the completion of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price. F- 19 Note 8 — Fair Value Measurements At December 31, 2025, assets held in the Trust Account were comprised of $ 288,940,875 of investments in U.S. government treasury bills with a maturity of one hundred eighty-five (185) days or less. Through December 31, 2025, the Company did not withdraw any amount of interest earned on the Trust Account. There were no assets held in the Trust Account as of December 31, 2024. The following table presents information about the Company’s assets held in the Trust Account that are measured at fair value on a recurring basis: December 31, 2025 Level 1 Level 2 Level 3 Investments held in Trust Account $ 288,940,875 $ 288,940,875 $ - $ - The following table presents information about the Company’s Public Warrants that are measured at fair value on November 14, 2025 (upon issuance) and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The public warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. Equity: November 14, 2025 Fair value of Public Warrants (Level 3) $ 3,162,500 The Public Warrants were valued using a Monte Carlo model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants: November 14, 2025 Implied underlying stock price $ 9.93 Exercise price $ 11.50 Simulation term (years) 7.0 Risk-free rate (continuous) 3.9 % Selected volatility 5.5 % Probability of de-SPAC and market adjustment 25 % F- 20 Note 9 — Segment Reporting ASC Topic 280, Segment Reporting , establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that the Company only has one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following: For the Year Ended December 31, 2025 For the Period from August 16, 2024 (Inception) through December 31, 2024 Cash $ 1,163,106 $ 4,200 Investments held in Trust Account   288,940,875   - For the Year Ended December 31, 2025 For the Period from August 16, 2024 (Inception) through December 31, 2024 General and administrative costs $ 219,519 $ 74,235 Advisory fees 8,625,000 - Interest earned on investments held in Trust Account 1,440,875 - General and administrative costs and advisory fees are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital was available to complete an Initial Public Offering and is available to complete a Business Combination within the business combination period. The CODM also reviews general and administrative costs and advisory fees to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs and advisory fees, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis. The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement. All other segment items included in net income are reported on the statements of operations and described within their respective disclosures. Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after December 31, 2025, the balance sheet date, through the date these financial statements were issued. On January 12, 2026, the outstanding balance of $ 197,917 of the related party loan was repaid and borrowings under the Note are no longer available. F- 21 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.