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Item 1. Financial Statements

2026-05-14 compared with 2025-11-12 · 157 added, 140 removed, 319 unchanged (48% of the section changed)

2 unchanged sentences

CONDENSED BA LANCE SHEETS

SEPTEMBER 30, 2025

MARCH 31, 2026

DECEMBER 31, 2025

Current assets:

Prepaid expenses

1 unchanged sentence

Cash held in Trust Account

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS' DEFICIT

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE

REDEMPTION, AND SHAREHOLDERS' DEFICIT

Current liabilities:

Accounts payable

Accounts payable related party

Promissory note related party

Due to related party

Extension promissory notes

Working capital promissory notes

Deferred legal fees

5 unchanged sentences

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

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

32,922,237 shares at $ 11.28 and $ 11.12 per share on cash held in Trust Account

at March 31, 2026 and December 31, 2025, respectively

Shareholders' deficit

1 unchanged sentence

5,000,000 shares authorized;

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

or outstanding at March 31, 2026 and December 31, 2025

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 September 30, 2025 and December 31, 2024

issued or outstanding (excluding 32,922,237 shares subject to possible

redemption) at March 31, 2026 and December 31, 2025

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

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

8,625,000 shares issued and outstanding at March 31, 2026 and December 31,

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

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

Total Liabilities, Ordinary Shares Subject to Possible Redemption, and

Shareholders' Deficit

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

AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION

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For The Three

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

General and administrative expenses (1)

Loss from operations

Loss (income) from operations

Interest on cash held in Trust Account

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

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

Weighted average shares outstanding of Class A ordinary shares subject to possible

redemption, basic and diluted

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 income per share, Class B non-redeemable ordinary shares

3 unchanged sentences

The waived amount was recorded as a reduction to the same financial statement line items in which the original expenses were previously recognized.

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

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

AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION

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

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Ordinary Shares Subject to Possible Redemption

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Ordinary Shares Subject to

Possible Redemption

Ordinary Shares

Additional Paid-In Capital

Accumulated Deficit

Total Shareholders' Deficit

Additional Paid-

Total Shareholders'

Balance as of January 1, 2026

1 unchanged sentence

Balance as of March 31, 2026 (unaudited)

Accretion of Class A ordinary shares to redemption value

Balance as of June 30, 2025 (unaudited)

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

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

Additional Paid-In Capital

Accumulated Deficit

Total Shareholders' Deficit

Additional Paid-

Total Shareholders'

Balance as of January 1, 2025

Remeasurement of Class A ordinary shares to redemption value

Accretion of Class A ordinary shares to redemption value

Balance as of March 31, 2025 (unaudited)

Remeasurement of Class A ordinary shares to redemption value

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.

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

AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION

CONDENSED STATEMENTS O F CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Cash Flows from Operating Activities

1 unchanged sentence

Interest on cash held in Trust Account

General and administrative expenses funded by note payable through Sponsor

General and administrative expenses funded by a note payable to Sponsor and

Changes in operating assets and liabilities:

1 unchanged sentence

Deferred legal fees

Accounts payable - related party

Accounts payable

1 unchanged sentence

Net cash provided by operating activities

Cash Flows from Financing Activities

Advances from related party

Repayment of advances from related party

Net cash used in financing activities

Net decrease in cash

Cash Flows from Investing Activities

Extension contribution deposit into the Trust Account

Net cash used in investing activities

Net increase in cash

Cash - beginning of period

Cash - end of period

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

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

AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED F INANCIAL STATEMENTS

SEPTEMBER 30, 2025

NOTES TO UNAUDITED CON DENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Note 1 – Description of Organization and Business Operations

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

As of March 31, 2026, 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” 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.

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.

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 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 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).

(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 by the Extended Termination Date (as defined below) 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 by the Extended Termination Date (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 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.

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 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”), 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 by the Extended Termination Date.

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.

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.

In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares.

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Business Combination Agreement

On August 28, 2024, the Company, Agriculture & Natural Solutions Company Limited ACN 680 144 085, an Australian unlisted public company limited by shares and affiliated with Sponsor (“NewCo”), Merino Merger Sub 1 Inc., a Cayman Islands exempted company and wholly owned subsidiary of NewCo (“Merger Sub 1”), Merino Merger Sub 2 Inc., a Cayman Islands exempted company and wholly owned subsidiary of NewCo (“Merger Sub 2”), Raymond T.

On August 28, 2024, the Company, Agriculture & Natural Solutions Company Limited ACN 680 144 085, an Australian unlisted public company limited by shares and affiliated with the Sponsor (“NewCo”), Merino Merger Sub 1 Inc., a Cayman Islands exempted company and wholly owned subsidiary of NewCo (“Merger Sub 1”), Merino Merger Sub 2 Inc., a Cayman Islands exempted company and wholly owned subsidiary of NewCo (“Merger Sub 2”), Raymond T.

Dalio, in his capacity as Trustee of the Raymond T.

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Additionally, each of the Parties has agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the Business Combination Agreement and the related transactions, including the Termination, subject to certain exceptions, as set forth in the Termination Agreement.

Pursuant to Section 11.04 of the Business Combination Agreement, the Company and Sponsor paid an aggregate of $ 3,465,798 (or $ 5,510,620 AUD) to the Sellers.

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”).

Pursuant to Section 11.04 of the Business Combination Agreement, the Company and Sponsor paid an aggregate of $ 3,465,798 (or $ 5,510,620 AUD) to the Sellers which was recorded as general and administrative expenses on the unaudited condensed statements of operations.

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 of directors 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.

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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.

(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 of directors.

In the event Warrant Holdings Sponsor does not deposit such funds into the Trust Account, the board of directors 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 .

As of March 31, 2026 and December 31, 2025, there were $ 3,292,224 and $ 1,316,890 , respectively outstanding under the Extension Promissory Note for direct payments to the Trust Account.

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 conflicts in the Middle East and around the Red Sea.

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, 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.

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing the Israel-Hamas conflict, the escalating military conflict between the United States, Israel and Iran, and other hostilities in the Middle East region and globally.

The geopolitical landscape has been significantly affected by the escalation of hostilities between the United States, Israel and Iran.

Following prior exchanges of strikes between Israel and Iran in 2024 and a twelve-day conflict involving U.S.

and Israeli strikes on Iranian nuclear facilities and military sites in June 2025, the United States and Israel launched a large-scale joint military operation against Iran beginning on February 28, 2026.

The operation has targeted Iranian military infrastructure, nuclear program assets, senior government and military officials.

Iran has responded with retaliatory missile and drone strikes against targets in Israel and U.S.

military installations across the Persian Gulf region, including in Bahrain, Jordan, Kuwait and Qatar.

This conflict represents a material escalation in regional instability, the full scope, duration and consequences of which remain highly uncertain.

The U.S.-Israel-Iran conflict has had immediate and substantial effects on global trade, energy markets and financial markets.

Iran’s Islamic Revolutionary Guard Corps has effectively closed the Strait of Hormuz - through which approximately 20 % of global seaborne oil trade transits - to commercial shipping, leading major container carriers and tanker operators to suspend transits and reroute vessels.

Concurrently, Iran-backed Houthi forces in Yemen have announced a resumption of attacks on commercial shipping in the Red Sea and the Bab el-Mandeb Strait, creating a dual chokepoint crisis that has disrupted global shipping lanes.

Major shipping companies have suspended operations through both maritime corridors and rerouted vessels around the Cape of Good Hope, significantly increasing transit times and freight costs and disrupting global supply chains.

War risk insurance for the Strait of Hormuz has been withdrawn or repriced at prohibitive levels, and airspace closures across multiple Gulf states have grounded thousands of flights.

Brent crude oil prices have surged, and analysts have projected prices could reach $ 100 per barrel or higher if supply disruptions persist.

Global stock markets have experienced significant declines, with indices in Asia, Europe and the United States falling sharply, and safe-haven assets such as gold and U.S.

Treasuries have seen increased demand.

The conflict has also prompted heightened sanctions enforcement activity and new compliance risks across financial markets.

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.

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.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Furthermore, there is currently significant uncertainty regarding the future relationship between the United States and various other countries arising from changes that may be implemented by the new presidential administration, including with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations.

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

Furthermore, changes to policy implemented by the U.S.

Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S.

and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S.

regulatory environment, inflation and other areas.

For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico.

On February 1, 2025, the U.S.

imposed a 25% tariff on imports from Canada and Mexico, which were subsequently suspended for a period of one month, and a 10% additional tariff on imports from China.

More recently on April 2, 2025, President Trump signed an executive order imposing a minimum 10 percent baseline tariff on all U.S.

imports, with higher tariffs applied to imports from 57 specific countries.

The baseline tariff rate became effective on April 5, while tariffs on imports from the 57 targeted nations, ranging from 11 to 50 percent, took effect on April 9.

On the same day, President Trump announced a 90-day ‘pause’ on reciprocal tariffs for all but China, which continues to face tariffs as high as 145%.

Historically, tariffs have led to increased trade and political tensions, between not only the U.S.

and China, but also between the U.S.

and other countries in the international community.

In response to tariffs, other countries have implemented retaliatory tariffs on U.S.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the 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, Capital Resources and Going Concern

As of March 31, 2026, 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 September 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 costs incurred in connection with the Company’s initial business combination and other working capital requirements.

On November 13, 2025, the Company issued the Extension Promissory Note to Warrant Holdings Sponsor to cover extension payments to be paid directly into the Company’s Trust Account.

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 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.

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 and liquidity concerns raise 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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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 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 statement with 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.

This may make comparison of the Company’s financial statements with 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.

Use of Estimates

The preparation of these unaudited condensed financial statements in conformity with U.S.

The preparation of the unaudited condensed financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of expenses, assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements.

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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 September 30, 2025 and December 31, 2024.

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

The Company had $ 1 and $ 1 in cash as of March 31, 2026 and December 31, 2025, respectively.

There were no cash equivalents as of March 31, 2026 and December 31, 2025.

Cash Held in Trust Account

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.

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

Earnings on this deposit are included in interest on 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 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

Accretion of Class A ordinary shares to redemption value

Class A ordinary shares subject to possible redemption at March 31, 2025 (unaudited)

Accretion of Class A ordinary shares to redemption value

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)

The Public Shares subject to possible redemption reflected on the condensed balance sheets as of March 31, 2026 and December 31, 2025 are reconciled in the following table:

Class A ordinary shares subject to possible redemption

at December 31, 2023

Accretion of Class A ordinary shares to redemption

Class A ordinary shares subject to possible redemption

at December 31, 2024

Redemption of 1,577,763 Class A ordinary shares

Accretion of Class A ordinary shares to redemption

Class A ordinary shares subject to possible redemption

at December 31, 2025

Accretion of Class A ordinary shares to redemption

Class A ordinary shares subject to possible redemption

at March 31, 2026

Financial Instruments

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Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for in an orderly transaction between market participants at the measurement date.

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.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

6 unchanged sentences

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 September 30, 2025 and December 31, 2024.

There were no investments, assets or liabilities requiring fair value measurement as of March 31, 2026 and December 31, 2025.

Derivative Financial Instruments

6 unchanged sentences

The over-allotment option was fully exercised upon the completion of the Public Offering and no liability was recognized.

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 September 30, 2025.

The Company determined that the conversion option embedded in the promissory notes issued on August 28, 2024 and November 10, 2025, 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 March 31, 2026.

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

As of March 31, 2026 and December 31, 2025, the combined outstanding balances under both promissory notes were $ 4,792,224 and $ 2,816,890 , respectively.

Offering Costs Associated with the Public Offering

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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

For the three months ended March 31, 2026 and 2025, 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.

For the three months ended March 31, 2026 and 2025, the Company did no t 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.

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

For The Three Months Ended March 31, 2026

For The Three Months Ended March 31, 2025

Redeemable Class A Ordinary Shares

3 unchanged sentences

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

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

Basic and diluted net income per share, redeemable Class A ordinary shares

Non-Redeemable Class B Ordinary Shares

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Weighted average non-redeemable Class B ordinary shares

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

Basic net income per share, non-redeemable Class B 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 September 30, 2025 and December 31, 2024.

There were no unrecognized tax benefits as of March 31, 2026 and December 31, 2025.

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 September 30, 2025 and December 31, 2024.

No amounts were accrued for the payment of interest and penalties as of March 31, 2026 and December 31, 2025.

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

As a result of the underwriters’ exercise of their over-allotment option in full, 1,125,000 Founder Shares are no longer subject to forfeiture.

As a result of the underwriters’ exercise of their over-allotment option in full, 1,125,000

Founder Shares are no longer subject to forfeiture.

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.

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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 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.

As of March 31, 2026 and December 31, 2025, the Company incurred $ 30,000 and $ 120,000 , respectively, in administrative fees and recorded within “Due to related party” on the condensed balance sheets.

Related Party Loans

6 unchanged sentences

The Note is no longer available to be drawn.

Accounts Payable - Related Party

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.

Due to Related Party

As of March 31, 2026 and December 31, 2025, the Company had $ 7,781,154 and $ 7,531,935 , respectively, due to related party.

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

Working Capital Loans

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

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 in connection with the Extension.

(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 of directors.

The Warrant Holdings Sponsor can convert all or a portion of the amount loaned under the promissory note into warrants for $ 1.00 per warrant, which warrants will be identical to the Private Placement Warrants.

As of March 31, 2026 and December 31, 2025, the Company had $ 4,792,224 and $ 2,816,890 outstanding under both promissory notes, respectively.

Note 5 – Commitments and Contingencies

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The Deferred Discount of $ 12,075,000 will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination.

Waived Legal Fees

In the first quarter of fiscal year 2025, the Company recognized a waiver of legal fees totaling $ 2,076,234 related to the Termination.

These waived fees represented a portion of legal expenses incurred across multiple reporting periods, including various quarters in fiscal year 2024 and the quarter ended March 31, 2025.

As these waived fees are non-recurring in nature, similar waiver transactions are not anticipated in future periods.

The waived amount was recorded as a reduction to the same financial statement line items in which the original expenses were previously recognized.

Note 6 – Shareholders’ Deficit

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 Board.

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

As of March 31, 2026 and December 31, 2025, 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 September 30, 2025 and December 31, 2024, there were 34,500,000 Public Shares issued and outstanding subject to possible redemption.

As of March 31, 2026 and December 31, 2025, there were 32,922,237 Public Shares issued and outstanding subject to possible redemption, respectively.

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 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.

As of March 31, 2026 and December 31, 2025, there were 8,625,000 Founder Shares issued and outstanding.

As of March 31, 2026 and December 31, 2025, 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.

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 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.

The warrants will become exercisable 30 days after the completion of the Initial Business Combination;

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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.

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:

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

For the three months

ended September 30,

For the nine months

ended September 30,

ended March 31,

General and administrative expenses

6 unchanged sentences

Note 8 – Subsequent Events

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.

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 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