What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-14 · 104 added, 101 removed, 375 unchanged (35% of the section changed)

2 unchanged sentences

CONDENSED BA LANCE SHEETS

MARCH 31, 2026

JUNE 30, 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:

10 unchanged sentences

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

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

32,922,237 shares at $ 11.44 and $ 11.12 per share on cash held in Trust Account at June 30, 2026 and December 31, 2025, respectively

Shareholders' deficit

1 unchanged sentence

5,000,000 shares authorized;

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

none issued or outstanding at June 30, 2026 and December 31, 2025

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

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

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

none issued or outstanding (excluding 32,922,237 shares subject to possible redemption) at June 30, 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 March 31, 2026 and December 31,

8,625,000 shares issued and outstanding at June 30, 2026 and December 31, 2025

Additional paid-in capital

1 unchanged sentence

Total shareholders' deficit

Total Liabilities, Ordinary Shares Subject to Possible Redemption, and

Shareholders' Deficit

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

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

1 unchanged sentence

CONDENSED STATEMENTS OF OPERATIONS

For The Three

March 31, 2026

March 31, 2025

FOR THE THREE MONTHS ENDED JUNE 30, 2026

FOR THE THREE MONTHS ENDED JUNE 30, 2025

FOR THE SIX MONTHS ENDED JUNE 30, 2026

FOR THE SIX MONTHS ENDED JUNE 30, 2025

General and administrative expenses (1)

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

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

Net income (loss)

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

Basic and diluted net income (loss) 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 (loss) 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.

5 unchanged sentences

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

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Ordinary Shares Subject to

Possible Redemption

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

Additional Paid-

Total Shareholders'

Additional Paid-In Capital

Accumulated Deficit

Total Shareholders' Deficit

Balance as of January 1, 2026

1 unchanged sentence

Balance as of March 31, 2026 (unaudited)

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Accretion of Class A ordinary shares to redemption value

Balance as of June 30, 2026 (unaudited)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

Additional Paid-

Total Shareholders'

Additional Paid-In Capital

Accumulated Deficit

Total Shareholders' Deficit

Balance as of January 1, 2025

1 unchanged sentence

Balance as of March 31, 2025 (unaudited)

Accretion of Class A ordinary shares to redemption value

Balance as of June 30, 2025 (unaudited)

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

1 unchanged sentence

CONDENSED STATEMENTS O F CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE THREE MONTHS ENDED MARCH 31, 2025

FOR THE SIX MONTHS ENDED JUNE 30, 2026

FOR THE SIX MONTHS ENDED JUNE 30, 2025

Cash Flows from Operating Activities

1 unchanged sentence

Interest on cash held in Trust Account

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

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

Changes in operating assets and liabilities:

7 unchanged sentences

Net cash used in investing activities

Net increase in cash

Net change in cash

Cash - beginning of period

3 unchanged sentences

NOTES TO UNAUDITED CON DENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

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 March 31, 2026, the Company had not yet commenced operations.

As of June 30, 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.

8 unchanged sentences

In addition, cash of $ 2,500,000 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.

based trust account, with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”).

Following the closing of the Public Offering on November 13, 2023, an amount of $ 345,000,000 ($ 10.00 per Unit) of the proceeds from the Public Offering and Private Placement was deposited into a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”).

Except with respect to interest earned on the funds in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering held in the Trust Account will not be released until the earlier of (i) the consummation of the Initial Business Combination and (ii) the distribution of the Trust Account proceeds as described below.

40 unchanged sentences

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 of directors.

Pursuant to the Extension Promissory Note, Warrant Holdings Sponsor was required to 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 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.

1 unchanged sentence

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.

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.

As of June 30, 2026 and December 31, 2025, there were $ 5,267,559 and $ 1,316,890 , respectively, outstanding under the Extension Promissory Note for direct payments to the Trust Account.

The final monthly payment under the Extension Promissory Note was made on June 12, 2026.

Risks and Uncertainties

26 unchanged sentences

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.

More recently on April 2, 2025, President Trump signed an executive order imposing a minimum 10% 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.

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

3 unchanged sentences

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

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 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.

Liquidation of the Company

On July 31, 2026, the Company announced that it does not expect to consummate a business combination prior to expiration of the Completion Window under its Amended and Restated Memorandum and Articles of Association, and that the Company's Completion Window will expire on August 12, 2026, following the sponsor affiliate's decision to discontinue extension payments under the promissory note dated November 10, 2025.

As a result, the Company's Board of Directors has determined to cease operations except for winding up, redeem all outstanding Public Shares for an estimated $ 11.47 per share funded from the Trust Account (net of up to $ 100,000 for dissolution expenses), with payment expected on or about August 19, 2026, and thereafter dissolve and liquidate subject to shareholder and Board approval and applicable Cayman Islands law;

the Company's warrants will not participate in any redemption or liquidating distribution and will expire worthless.

The Company's securities will cease trading on Nasdaq after August 12, 2026, and the Public Shares will be deemed cancelled effective the close of business on August 13, 2026, representing thereafter only the right to receive the redemption amount.

Liquidity, Capital Resources and Going Concern

As of March 31, 2026, the Company had a cash balance of $ 1 .

As of June 30, 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.

1 unchanged sentence

Moreover, the Company may need to obtain additional financing either to complete an Initial Business Combination or because it becomes obligated to redeem a significant number of its Public Shares upon completion of an Initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Initial Business Combination.

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 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.

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.

The Company has incurred significant costs in pursuit of its financing and acquisition plans, including finding a target for a business combination.

The Company does not expect to consummate a business combination prior to expiration of the Extended Termination Date and as a result, the Company's Completion Window will expire on August 12, 2026.

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

The Company intends to complete a business combination before the mandatory liquidation date.

Note 2 – Summary of Significant Accounting Policies

3 unchanged sentences

Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S.

GAAP have been or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows.

Accordingly, these Financial

Statements should be read in conjunction with the Company’s annual audited financial statements and accompanying notes included in our most recent Form 10-K, which present the financial statements for the period from January 1, 2025 through December 31, 2025.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented.

2 unchanged sentences

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.

4 unchanged sentences

Making estimates requires the Company’s management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

1 unchanged sentence

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 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.

The Company had $ 1 and $ 1 in cash as of June 30, 2026 and December 31, 2025, respectively.

There were no cash equivalents as of June 30, 2026 and December 31, 2025.

Cash Held in Trust Account

7 unchanged sentences

The Public Shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above.

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 March 31, 2026 and December 31, 2025 are reconciled in the following table:

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

The Public Shares subject to possible redemption reflected on the condensed balance sheets as of June 30, 2026 and December 31, 2025 are reconciled in the following table:

Class A ordinary shares subject to possible redemption

9 unchanged sentences

Class A ordinary shares subject to possible redemption

at March 31, 2026

at June 30, 2026

Financial Instruments

10 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 March 31, 2026 and December 31, 2025.

There were no investments, assets or liabilities requiring fair value measurement as of June 30, 2026 and December 31, 2025.

Derivative Financial Instruments

7 unchanged sentences

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.

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

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.

As of June 30, 2026 and December 31, 2025, the combined outstanding balances under both promissory notes were $ 6,767,559 and $ 2,816,890 , respectively.

Offering Costs Associated with the Public Offering

3 unchanged sentences

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

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 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

Net Income (Loss) per Ordinary Share

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

For the three and six months ended June 30, 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 (loss) per ordinary share, since their inclusion is contingent on a future event.

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

FOR THE THREE MONTHS ENDED JUNE 30, 2026

FOR THE THREE MONTHS ENDED JUNE 30, 2025

FOR THE SIX MONTHS ENDED JUNE 30, 2026

FOR THE SIX MONTHS ENDED JUNE 30, 2025

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 income per share, redeemable Class A ordinary shares

Net income (loss) allocable to Redeemable Class A Ordinary Shares

Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares

Basic and diluted weighted average shares outstanding, Redeemable Class A

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

Non-Redeemable Class B Ordinary Shares

Net income allocable to non-redeemable Class B ordinary shares

Net income (loss) allocable to non-redeemable Class B Ordinary Shares

Weighted Average Non-Redeemable Class B Ordinary Shares

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

Basic and diluted net income (loss) 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 March 31, 2026 and December 31, 2025.

There were no unrecognized tax benefits as of June 30, 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 March 31, 2026 and December 31, 2025.

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

29 unchanged sentences

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.

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.

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.

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.

15 unchanged sentences

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

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.

As of June 30, 2026 and December 31, 2025, the Company incurred $ 60,000 and $ 120,000 , respectively, in administrative fees and recorded within “Due to related party” on the condensed balance sheets.

Related Party Loans

7 unchanged sentences

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.

As of June 30, 2026 and December 31, 2025, the Company had $ 7,998,347 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.

12 unchanged sentences

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.

As of June 30, 2026 and December 31, 2025, the Company had $ 6,767,559 and $ 2,816,890 outstanding under both promissory notes, respectively.

The final monthly payment under the Extension Promissory Note was made on June 12, 2026.

Note 5 – Commitments and Contingencies

5 unchanged sentences

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 March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

As of June 30, 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 March 31, 2026 and December 31, 2025, there were 32,922,237 Public Shares issued and outstanding subject to possible redemption, respectively.

As of June 30, 2026 and December 31, 2025, there were 32,922,237 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 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.

As of June 30, 2026 and December 31, 2025, there were 8,625,000 Founder Shares issued and outstanding.

As of June 30, 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.

25 unchanged sentences

Note 7 – Segment Information

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.

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

2 unchanged sentences

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:

March 31, 2026

June 30, 2026

December 31, 2025

Cash held in Trust Account

For the three months

ended March 31,

FOR THE THREE MONTHS ENDED JUNE 30, 2026

FOR THE THREE MONTHS ENDED JUNE 30, 2025

FOR THE SIX MONTHS ENDED JUNE 30, 2026

FOR THE SIX MONTHS ENDED JUNE 30, 2025

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 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 liquidation of the Company (Note 1), 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