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Item 1. Financial Statements

2025-11-12 compared with 2025-08-13 · 116 added, 89 removed, 343 unchanged (37% of the section changed)

2 unchanged sentences

CONDENSED BA LANCE SHEETS

JUNE 30, 2025

SEPTEMBER 30, 2025

DECEMBER 31, 2024

Current assets:

Prepaid expenses

13 unchanged sentences

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

34,500,000 shares at $ 10.84 and $ 10.61 per share on cash held in Trust Account at June 30, 2025 and December 31, 2024, respectively

34,500,000 shares at $ 10.96 and $ 10.61 per share on cash held in Trust Account at September 30, 2025 and December 31, 2024, respectively

Shareholders' deficit

1 unchanged sentence

5,000,000 shares authorized;

none issued or outstanding at June 30, 2025 and December 31, 2024

none issued or outstanding at September 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

none issued or outstanding (excluding 34,500,000 shares subject to possible redemption) at June 30, 2025 and December 31, 2024

none issued or outstanding (excluding 34,500,000 shares subject to possible redemption) at September 30, 2025 and December 31, 2024

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

8,625,000 shares issued and outstanding at June 30, 2025 and December 31, 2024

8,625,000 shares issued and outstanding at September 30, 2025 and December 31, 2024

Additional paid-in capital

Accumulated deficit

( 27,260,644 )

( 22,375,144 )

Total shareholders' deficit

( 27,259,781 )

( 22,374,281 )

Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit

2 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

For The Three Months Ended June 30, 2025

For The Three Months Ended June 30, 2024

For The Six Months Ended June 30, 2025

For The Six Months Ended June 30, 2024

General and administrative (1)

For the Three

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

General and administrative expenses (1)

Loss from operations

Interest on cash held in Trust Account

Waived legal fees

Net (loss) income

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted

Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted

Basic and diluted net (loss) income per share, Class B non-redeemable ordinary shares

Basic and diluted net income per share, Class B non-redeemable ordinary shares

(1) In the first quarter of fiscal year 2025, the Company recognized a waiver of legal fees totaling $ 2,076,234 related to the terminated merger transaction.

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CONDENSED STATEMENTS OF CH ANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS ’ DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2025

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Ordinary Shares Subject to Possible Redemption

8 unchanged sentences

Balance as of June 30, 2025 (unaudited)

FOR THE SIX MONTHS ENDED JUNE 30, 2024

Accretion of Class A ordinary shares to redemption value

Balance as of September 30, 2025 (unaudited)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

Ordinary Shares Subject to Possible Redemption

8 unchanged sentences

Balance as of June 30, 2024 (unaudited)

Remeasurement of Class A ordinary shares to redemption value

Balance as of September 30, 2024 (unaudited)

The accompanying notes are an integral part of these condensed financial statements.

1 unchanged sentence

CONDENSED STATEMENTS O F CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2025

FOR THE SIX MONTHS ENDED JUNE 30, 2024

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

Cash Flows from Operating Activities

Adjustments to reconcile net income to net cash used in operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Interest on cash held in Trust Account

General and administrative expenses funded by note payable through Sponsor

Changes in operating assets and liabilities:

1 unchanged sentence

Deferred legal fees

Accounts payable

Accounts payable - related party

Accounts payable

Accrued expenses

Net cash used in operating activities

Net cash provided by operating activities

Cash Flows from Financing Activities

1 unchanged sentence

Repayment of advances from related party

Net cash provided by financing activities

Net cash used in financing activities

Net decrease in cash

4 unchanged sentences

NOTES TO UNAUDITED CONDENSED F INANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Note 1 – Description of Organization and Business Operations

8 unchanged sentences

All activity subsequent to the Public Offering relates to the Company’s search for a target business with which to complete its Initial Business Combination.

As of June 30, 2025, the Company had not yet commenced operations.

As of September 30, 2025, the Company had not yet commenced operations.

The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest.

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Each whole Public Warrant entitles the holder thereof to purchase one Public Share at a price of $ 11.50 per share, subject to adjustment.

Simultaneously with the closing of the Public Offering, the Company completed the private sale of 9,400,000 warrants (the “Private Placement Warrants”) at a purchase price of $ 1.00 per Private Placement Warrant (the “Private Placement”), to Agriculture & Natural Solutions Acquisition Warrant Holdings LLC (the “Warrant Holdings Sponsor”) and the Company’s independent directors, generating gross proceeds to the Company of $ 9,400,000 , which is described in Note 4.

Simultaneously with the closing of the Public Offering, the Company completed the private sale of 9,400,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a purchase price of $ 1.00 per Private Placement Warrant (the “Private Placement”), to Agriculture & Natural Solutions Acquisition Warrant Holdings LLC (the “Warrant Holdings Sponsor”) and the Company’s independent directors, generating gross proceeds to the Company of $ 9,400,000 , which is described in Note 4.

Transaction costs amounted to $ 20,396,788 , including $ 12,075,000 in deferred underwriting fees, $ 6,900,000 in upfront underwriting fees, and $ 1,421,788 in other offering costs related to the Public Offering.

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The Trust Account

The proceeds held in the Trust Account are in an interest bearing demand deposit account 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 or in an interest bearing demand deposit account.

The proceeds held in the Trust Account are held only as cash items in an interest-bearing demand deposit account 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 withdrawal of interest to pay taxes, 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 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 Public Offering or (B) with respect to any other 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 24 months from the closing of the Public Offering (subject to the requirements of law).

Business Combination;

(ii) the redemption of any 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 the Company's obligation to redeem 100 % of the Public Shares if it has not consummated an Initial Business Combination by the earlier of (x) November 13, 2026 (or 36 months after the closing date of the Public Offering) and (y) 30 days after the date Warrant Holdings Sponsor fails to timely deposit additional funds in the Trust Account (the “Extended Termination Date”) or (B) with respect to any other provisions of the Company's amended and restated memorandum and articles of association relating to the rights of holders of the Public Shares or pre-Initial Business Combination activity;

or (iii) the redemption of the Public Shares if the Company is unable to complete an Initial Business Combination by the Extended Termination Date, or such earlier liquidation date as the Company's board of directors (the “Board”) may approve (subject to the requirements of 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.

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As a result, such Public Shares will be recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”

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 Public Offering, 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 and not previously released to pay the Company’s taxes (less 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 and the Company’s independent directors will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Public Offering.

Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination by the Extended Termination Date, 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 and not previously released to pay the Company’s taxes (less 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 Board, 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.

However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Public Shares in or after the 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.

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The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the Termination Agreement, which is filed as an exhibit to this Quarterly Report as Exhibit 10.8.

On November 10, 2025, the Company held an extraordinary general meeting (the “Extension Meeting”), where shareholders approved and adopted an amendment and restatement of the Company’s amended and restated memorandum and articles of association to (i) extend (the “Extension”) the date by which the Company must consummate a “Business Combination” (as defined in the Company's amended and restated memorandum and articles of association) from November 13, 2025 (or twenty four (24) months after the closing date of the Public Offering) to the Extended Termination Date and (ii) make certain other non-substantive changes to the Company's amended and restated memorandum and articles of association that the Board deems appropriate (such proposal, the “Extension Amendment Proposal”).

In connection with the Extension Meeting, shareholders holding 1,577,763 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account.

As a result, approximately $ 17.4 million (or approximately $ 11.01 per Public Share) was removed from the Trust Account to pay such holders.

On November 10, 2025, the Company issued a non-interest bearing, unsecured promissory note to Warrant Holdings Sponsor in the principal amount of up to $ 7,901,336.88 (the “Extension Promissory Note”) in connection with the Extension.

Pursuant to the Extension Promissory Note, Warrant Holdings Sponsor will deposit $ 658,444.74 into the Trust Account beginning on November 13, 2025, and on the thirteenth day of each month thereafter (or if such day is not a business day, on the business day immediately preceding such day) until the earliest of:

(a) the consummation of an Initial Business Combination, (b) the Extended Termination Date or (c) the voluntary dissolution and liquidation of the Company as determined by the Board.

In the event Warrant Holdings Sponsor does not deposit such funds into the Trust Account, the Board will dissolve and liquidate the Company in accordance with the Company’s amended and restated memorandum and articles of association.

If the Company consummates an Initial Business Combination, the Extension Promissory Note may be repaid, at Warrant Holdings Sponsor’s discretion, (a) in cash (including out of the proceeds of the Trust Account released to the Company), (b) by converting all or a portion of the amount loaned under the Extension Promissory Note into warrants for $ 1.00 per warrant, which warrants will be identical to the Private Placement Warrants, or (c) with a combination thereof.

If the Company does not consummate an Initial Business Combination by the Extended Termination Date, the Company will not repay the amount loaned under the Extension Promissory Note until 100 % of the Public Shares have been redeemed and only in connection with the liquidation of the Company and to the extent funds are available outside of the Trust Account.

On November 12, 2025, the Company had an initial draw on the Extension Promissory Note of $ 658,444.74 for direct payment to the Trust Account.

The outstanding balance under the Extension Promissory Note as of the date of this filing amounted to an aggregate of $ 658,444.74 .

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and conflicts in the Middle East and around the Red Sea and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, the Middle East and other countries have created global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S.

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Any actions taken by the United States’ federal government that restrict or could impact the economics of trade—including additional tariffs, trade barriers, and other similar measures—could have the potential to disrupt existing supply chains and trigger retaliatory efforts by other countries, including the imposition of tariffs, raising taxation, setting foreign exchange or capital controls, or establishing embargos, sanctions, or other import/export restrictions, thereby negatively impacting our business, both directly and indirectly.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, including the imposition of tariffs, could adversely affect the Company’s search for an initial business combination and any target business with which it may ultimately consummate an initial business combination.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, conflicts in the Middle East and around the Red Sea and subsequent sanctions or related actions, including the imposition of tariffs, could adversely affect the Company’s search for an initial business combination and any target business with which it may ultimately consummate an initial business combination.

Liquidity and Capital Resources

As of June 30, 2025, the Company had a cash balance of $ 1 .

As of September 30, 2025, the Company had a cash balance of $ 1 .

Following the closing of the Public Offering, the Company’s liquidity needs were satisfied through an amount from net proceeds from the Public Offering and the sale of Private Placement Warrants held outside of the Trust Account for existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Initial Business Combination.

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In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Company’s officers, directors and initial shareholders may, but are not obligated to, provide it with loans up to $ 1,500,000 as the Company may require (“Working Capital Loans”).

On August 28, 2024, the Company issued an unsecured promissory note (“Working Capital Note”) of $ 1,500,000 to its Sponsor to cover cost incurred in connection with the proposed business combination and other working capital requirements.

As of June 30, 2025, there was $ 838,405 outstanding under the Working Capital Note.

On August 28, 2024, the Company issued an unsecured promissory note

(“Working Capital Note”) of $ 1,500,000 to its Sponsor to cover cost incurred in connection with the proposed business combination and other working capital requirements.

As of September 30, 2025, there was $ 838,405 outstanding under the Working Capital Note.

The Company has incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans, including the proposed business combination.

The Company has until November 13, 2025 to complete a business combination or cease all operations except for the purpose of liquidating.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements–Going Concern,” the Company’s management has determined that the Company has access to funds from the Sponsor, and the Sponsor has the financial ability to provide such funds, that are sufficient to fund the working capital needs of the Company through one year from the date of these unaudited condensed financial statements if a business combination is not consummated.

The Company has until the Extended Termination Date to complete a business combination or cease all operations other than those required for the purpose of liquidation.

The Company’s management has determined that the Company has access to funds from the Sponsor, and the Sponsor has the financial ability to provide such funds, that are sufficient to fund the working capital needs of the Company through one year from the date of these unaudited condensed financial statements.

In connection with management’s evaluation of the Company’s ability to continue as a going concern in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” the mandatory liquidation date raises substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date these unaudited condensed financial statements are issued, if a business combination is not consummated by that date.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after this date.

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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 in cash as of June 30, 2025 and December 31, 2024.

There were no cash equivalents as of June 30, 2025 and December 31, 2024.

The Company had $ 1 in cash as of September 30, 2025 and December 31, 2024.

There were no cash equivalents as of September 30, 2025 and December 31, 2024.

Cash Held in Trust Account

The assets held in the Trust Account were held in demand deposit.

Earnings on this deposit are included in interest on Trust Account on the accompanying statements of operations.

The assets held in the Trust Account were held only as cash items in an interest-bearing demand deposit account at a bank.

Earnings on this deposit are included in interest on cash held in Trust Account on the accompanying condensed statements of operations.

Class A Ordinary Shares Subject to Possible Redemption

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According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable.

The Public Shares subject to possible redemption reflected on the balance sheets as of June 30, 2025 are reconciled in the following table:

The Public Shares subject to possible redemption reflected on the condensed balance sheets as of September 30, 2025 are reconciled in the following table:

Class A ordinary shares subject to possible redemption at December 31, 2024

3 unchanged sentences

Class A ordinary shares subject to possible redemption at June 30, 2025 (unaudited)

Accretion of Class A ordinary shares to redemption value

Class A ordinary shares subject to possible redemption at September 30, 2025 (unaudited)

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.

Fair Value Measurements

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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.

There were no investments, assets or liabilities requiring fair value measurement as of June 30, 2025 and December 31, 2024.

There were no investments, assets or liabilities requiring fair value measurement as of September 30, 2025 and December 31, 2024.

Derivative Financial Instruments

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The Company determined that the conversion option embedded in its Working Capital Note, issued on August 28, 2024, should be bifurcated and accounted for as a derivative in accordance with ASC 815.

The exercise price of the underlying warrants was lower than the closing price of the Public Shares as of June 30, 2025.

The exercise price of the underlying warrants was lower than the closing price of the Public Shares as of September 30, 2025.

As such, the Company believes the likelihood of the Sponsor exercising the conversion option is remote and the value of such option is de minimis.

Consequently, no liability was recorded for the conversion option.

As of June 30, 2025, the outstanding balance under the Working Capital Note was $ 838,405 .

As of September 30, 2025, the outstanding balance under the Working Capital Note was $ 838,405 .

Offering Costs Associated with the Public Offering

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Offering costs allocated to the Public Shares were charged against the carrying value of Public Shares subject to possible redemption.

Net Loss or Income Per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period.

For the six months ended June 30, 2025 and 2024, the Company did not consider the effect of the warrants sold in the Public Offering and Private Placement to purchase Public Shares in the calculation of diluted income per ordinary share, since their inclusion is contingent on a future event.

A reconciliation of the net (loss) income per ordinary share is below:

For The Three Months Ended June 30, 2025

For The Three Months Ended June 30, 2024

For The Six Months Ended June 30, 2025

For The Six Months Ended June 30, 2024

Net Income Per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period.

For the three and nine months ended September 30, 2025 and 2024, the Company did not consider the effect of the warrants sold in the Public Offering and Private Placement to purchase Public Shares in the calculation of diluted income per ordinary share, since their inclusion is contingent on a future event.

A reconciliation of the net income per ordinary share is stated below.

For The Three Months Ended September 30, 2025

For The Three Months Ended September 30, 2024

For The Nine Months Ended September 30, 2025

For The Nine Months Ended September 30, 2024

Redeemable Class A Ordinary Shares

Net (loss) income allocable to redeemable Class A ordinary shares

Net income allocable to redeemable Class A ordinary shares

Weighted average shares outstanding, redeemable Class A ordinary shares

Basic and diluted weighted average shares outstanding, redeemable Class A ordinary shares

Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

Non-Redeemable Class B Ordinary Shares

Net (loss) income allocable to non-redeemable Class B ordinary shares

Net income allocable to non-redeemable Class B ordinary shares

Weighted average non-redeemable Class B ordinary shares

Basic and diluted net (loss) income per share, Class B non-redeemable ordinary shares

Basic and diluted net income per share, Class B non-redeemable ordinary shares

The Company follows the guidance for accounting for income taxes under FASB ASC 740, “Income Taxes.” FASB 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.

There were no unrecognized tax benefits as of June 30, 2025 and December 31, 2024.

There were no unrecognized tax benefits as of September 30, 2025 and December 31, 2024.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties as of June 30, 2025 and December 31, 2024.

No amounts were accrued for the payment of interest and penalties as of September 30, 2025 and December 31, 2024.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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The Sponsor and the Company’s independent directors are not entitled to redemption rights with respect to any Founder Shares and any Public Shares held by them 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 Public Offering, the Sponsor and the Company’s independent directors will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them.

If the Initial Business Combination is not completed by the Extended Termination Date, the Sponsor and the Company’s independent directors will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them.

The Sponsor and the Company’s independent directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Public Shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

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Each whole Private Placement Warrant is exercisable for one whole Public Share at a price of $ 11.50 per share.

If the Initial Business Combination is not completed within 24 months from the closing of the 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) and the Private Placement Warrants will expire worthless.

If the Initial Business Combination is not completed by the Extended Termination Date, 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) and the Private Placement Warrants will expire worthless.

The Private Placement Warrants are non-redeemable and exercisable on a cashless basis.

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Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

As of June 30, 2025 and December 31, 2024, the Company incurred $ 60,000 and $ 120,000 respectively, in administrative fees and recorded within “Accounts payable – related party” on the balance sheets.

As of September 30, 2025 and December 31, 2024, the Company incurred $ 90,000 and $ 120,000, respectively, in administrative fees and recorded within “Accounts payable – related party” on the condensed balance sheets.

Related Party Loans

7 unchanged sentences

Accounts Payable - Related Party

As of June 30, 2025 and December 31, 2024, the Company had $ 7,506,145 and $ 1,909,776 , respectively, due to related party recorded in “Accounts payable – related party” on the balance sheets.

These amounts represent formation, offering, and general and administrative expenses paid on behalf of the Company and is due on demand.

As of September 30, 2025 and December 31, 2024, the Company had $ 7,764,515 and $ 1,909,776 , respectively, due to related party recorded in “Accounts payable – related party” on the condensed balance sheets.

These amounts represent formation, offering, and general and administrative expenses paid on behalf of the Company and are due on demand.

Working Capital Loans

10 unchanged sentences

The Working Capital Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable.

As of June 30, 2025 and December 31, 2024, the Company had $ 838,405 outstanding under the Working Capital Note, respectively.

As of September 30, 2025 and December 31, 2024, the Company had $ 838,405 outstanding under the Working Capital Note.

Note 5 – Commitments and Contingencies

9 unchanged sentences

Preference Shares

The Company is authorized to issue 5,000,000 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 June 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

As of September 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

Ordinary Shares

2 unchanged sentences

Holders of the Public Shares and Founder 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).

As of June 30, 2025 and December 31, 2024, there were 34,500,000 Public Shares issued and outstanding subject to possible redemption.

As of September 30, 2025 and December 31, 2024, there were 34,500,000 Public Shares issued and outstanding subject to possible redemption.

The Sponsor agreed to forfeit up to an aggregate of 1,125,000 Founder Shares depending on the extent to which the over-allotment option was not exercised by the underwriters so that the Founder Shares would represent 20 % of the Company’s issued and outstanding shares after the Public Offering.

On November 13, 2023, in connection with the consummation of the Public Offering, the underwriters exercised their over-allotment option in full and the 1,125,000 Founder Share are no longer subjected to forfeiture.

As of June 30, 2025 and December 31, 2024, there were 8,625,000 Founder Shares issued and outstanding.

As of June 30, 2025 and December 31, 2024, there were 26,650,000 warrants ( 17,250,000 Public Warrants and 9,400,000 Private Placement Warrants) outstanding.

As of September 30, 2025 and December 31, 2024, there were 8,625,000 Founder Shares issued and outstanding.

As of September 30, 2025 and December 31, 2024, there were 26,650,000 warrants ( 17,250,000 Public Warrants and 9,400,000 Private Placement Warrants) outstanding.

Each whole warrant entitles the holder thereof to purchase one Public Share at a price of $ 11.50 per share, subject to adjustment as described herein.

4 unchanged sentences

The exercise price of each warrant is $ 11.50 per share, subject to adjustment as described herein.

In addition, if (x) the Company issues additional Public Shares or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Public Share (with such issue price or effective issue price to be determined in good faith by the Company’s board 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 the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average last reported trading price of the Public Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (such price, the “market value”) is below the Newly Issued Price, the exercise price of the 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.

In addition, if (x) the Company issues additional Public Shares or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Public Share (with such issue price or effective issue price to be determined in good faith by the Board 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 the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average last reported trading price of the Public Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (such price, the “market value”) is below the Newly Issued Price, the exercise price of the 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 warrants will become exercisable 30 days after the completion of the Initial Business Combination;

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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, or group, in deciding how to allocate resources and assess performance.

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 CODM has been identified as the Chief Financial Officer of the Company, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, the Company’s 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.

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 condensed statements of operations as net income or loss.

The measure of segment assets is reported on the condensed balance sheets as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

June 30, 2025

September 30, 2025

December 31, 2024

Cash held in Trust Account

For the six months

ended June 30,

For the three months

ended September 30,

For the nine months

ended September 30,

General and administrative expenses

Interest income

Interest on cash held in Trust Account

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.

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The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs , as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures.

General and administrative expenses , as reported on the condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the condensed statements of operations and described within their respective disclosures.

Note 8 – Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that there have been no events that would have required adjustment or disclosure in the unaudited condensed financial statements.

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that there have been no events, except for the events described in Note 1 “Description of Organization and Business Operations—Extension,” that would have required adjustment or disclosure in the unaudited condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements