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Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 389 added, 411 removed, 285 unchanged (74% of the section changed)

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INDEX TO FINANCIAL STATEMENTS

Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025

Condensed Statements of Operations for the three months ended March 31, 2026 and three months ended March 31, 2025

Condensed Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2026 and three months ended March 31, 2025

Condensed Statements of Cash Flows for the three months ended March 31, 2026 and three months ended March 31, 2025

to Condensed Financial Statements

Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025

Condensed Statements of Operations for the three and six months ended June 30, 2026 (Unaudited) and three and six months ended June 30, 2025 (Unaudited)

Condensed Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2026 (Unaudited) and three and six months ended June 30, 2025 (Unaudited)

Condensed Statements of Cash Flows for the six months ended June 30, 2026 (Unaudited) and six months ended June 30, 2025 (Unaudited)

Notes to Condensed Financial Statements

STONEBRIDGE ACQUISITION II CORPORATION

Balance Sheets

CONDENSED BALANCE SHEETS

CURRENT ASSETS

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TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS ’ EQUITY

an aggregate of up to 250,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option in the

Company’s initial public offering (the “Initial Public Offering”) was not exercised in full or in part by the underwriters (Note

On October 1, 2025, the underwriters fully exercised their over-allotment option in connection with the Initial Public Offering.

Class B ordinary shares were forfeited.

September 30, 2025, Stonebridge Acquisition Sponsor II LLC (the “Sponsor”) forfeited 825,000 Class B ordinary

shares, and Maxim and certain third-party investors purchased

an aggregate of 825,000 Class B ordinary shares for approximately $0.013 per share.

On February 5, 2026, 100,000 Class B ordinary shares were transferred from the Sponsor to four independent directors of the Company as

a one-time grant for their service as independent directors.

foregoing transactions did not result in a change in the number of Class B ordinary shares outstanding.

All share and per share

information has been retrospectively presented (see Note 5).

The accompanying notes are an integral part of

these condensed financial statements.

Includes an aggregate of 100,000 Founder Shares transferred by Stonebridge Acquisition Sponsor II LLC (the “Sponsor”) to independent directors of the Company in February 2026 as a one-time equity grant for Board service, of which 25,000 Founder Shares were returned to the Sponsor in May 2026 in connection with the resignation of a director (see Notes 5 and 7).

On September 30, 2025, the Sponsor forfeited 825,000 Founder Shares, and Maxim and certain third-party investors purchased an aggregate of 825,000 Founder Shares for approximately $0.013 per share.

The foregoing transactions did not result in a change in the number of Class B ordinary shares outstanding.

All share and per share information has been retrospectively presented (see Note 5).

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

STONEBRIDGE ACQUISITION II CORPORATION

Statements of Operations

three months ended

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

General and administrative expenses

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Dividend income on investments in Trust Account

NET INCOME (LOSS)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption

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

Basic and Diluted weighted average shares outstanding, Class B ordinary shares (1)(2)

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

for the three months ended March 31, 2025 excludes an aggregate of up to 250,000 Class B ordinary shares that were subject to

forfeiture if the over-allotment option in the Initial Public Offering was not exercised in full or in part by the underwriters (Note 6).

October 1, 2025, the underwriters fully exercised their over-allotment option in connection with the Initial Public Offering.

As such, no Class B ordinary shares were forfeited.

September 30, 2025, the Sponsor forfeited 825,000 Class B ordinary shares, and Maxim and certain third-party

investors purchased an aggregate of 825,000 Class B ordinary shares for approximately $0.013 per share.

On February 5, 2026, 100,000 Class B ordinary shares were transferred from the Sponsor to four independent directors of the Company as

a one-time grant for their service as independent directors.

The foregoing transactions

did not result in a change in the number of Class B ordinary shares outstanding.

All share and per share information has been

retrospectively presented (see Note 5).

The accompanying notes are an integral part of

these condensed financial statements.

Basic and Diluted weighted average shares outstanding, non-redeemable Class B ordinary shares (1)(2)

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

Weighted average shares for the 2025 periods exclude an aggregate of up to 250,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (Note 6).

On October 1, 2025, the underwriters fully exercised their over-allotment option in connection with the Company's Initial Public Offering.

As such, no Class B ordinary shares were forfeited, and the full 1,916,667 Class B ordinary shares are reflected in the 2026 periods.

On September 30, 2025, the Sponsor forfeited 825,000 Founder Shares, and Maxim and certain third-party investors purchased an aggregate of 825,000 Founder Shares for approximately $0.013 per share.

The foregoing transactions did not result in a change in the number of Class B ordinary shares outstanding.

All share and per share information has been retrospectively presented (see Note 5).

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

STONEBRIDGE ACQUISITION II CORPORATION

CONDENSED STATEMENTS OF CHANGES IN

SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS ’ EQUITY (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Ordinary Shares

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Balance as of March 31, 2026

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Remeasurement for Class A ordinary shares to redemption value

Net income for the period

Balance as of June 30, 2026

Includes an aggregate of 100,000 Founder Shares transferred by the Sponsor to independent directors of the Company in February 2026 as a one-time equity grant for Board service, of which 25,000 Founder Shares were returned to the Sponsor in May 2026 in connection with the resignation of a director (see Notes 5 and 7).

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Ordinary shares

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Balance as of March 31, 2025

number includes an aggregate of up to 250,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option

in the Initial Public Offering was not exercised in full or in part by the underwriter (see Note 5).

Sponsor was originally issued 5,750,000 Class B ordinary shares.

Subsequently, on April 21, 2025, in connection with a reduction in the size of the

Initial Public Offering, the Sponsor surrendered 3,833,333 Class B ordinary shares for no consideration.

All share and per

share information has been retrospectively presented.

The accompanying notes are an integral part of

these condensed financial statements.

Balance as of June 30, 2025

This number includes an aggregate of up to 250,000 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter of the Company’s Initial Public Offering (see Note 5).

The Sponsor was originally issued 5,750,000.

Subsequently, on April 21, 2025, in connection with a reduction in the size of the Company’s Initial Public Offering, the Sponsor surrendered 3,833,333 Founder Shares for no consideration.

All share and per share information has been retrospectively presented.

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

STONEBRIDGE ACQUISITION II CORPORATION

Statements of Cash Flows

three months ended

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

Dividend income on Investments Held in Trust Account

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Prepaid expenses

Net cash flows used in operating activities

Cash Flows from Financing Activities:

Proceeds from notes payable - related party

Payment of deferred offering costs

Net cash flows provided by investing activities

Net cash flows (used in) provided by operating activities

NET CHANGE IN CASH

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Supplemental disclosure of noncash activities:

Payment of deferred offering costs by note payable - related party

The accompanying notes are an integral part of

these condensed financial statements.

Deferred offering costs accrued through accounts payable (net)

Expenses and Accounts payable paid by Sponsor on behalf of Company

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

STONEBRIDGE ACQUISITION II CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026 (UNAUDITED)

NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS

StoneBridge Acquisition II Corporation (the “Company”)

is a blank check company incorporated as a Cayman Islands exempted company on June 19, 2024.

The Company was formed for the purpose

of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination

with one or more businesses (“Business Combination”).

The Company has not yet selected any Business Combination target.

StoneBridge Acquisition II Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on June 19, 2024.

The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

The Company has not yet completed any Business Combination.

The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2026, the Company had not

commenced any operating activities.

All activity for the three months ended March 31, 2026 and the three months ended

March 31, 2025 relates to the Company’s formation, completion of its private placement financing and the completion of

its initial public offering (the “Initial Public Offering”), which is described below.

The Company will not generate any

operating revenues until after the completion of an initial Business Combination, at the earliest.

The Company generates

non-operating income in the form of interest and dividend income earned on investments held in the Trust Account (as defined

As of June 30, 2026, the Company had not commenced any operating activities.

All activity for the three and six months ended June 30, 2026 and the three and six months ended June 30, 2025 relates to the Company’s formation, completion of its private placement financing, and the completion of its initial public offering (“Initial Public Offering”), which is described below.

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

The Company generates non-operating income in the form of interest and dividend income earned on investments held in the Trust Account (as defined below).

The Company has selected December 31 as its fiscal year end.

On October 1, 2025, the Company consummated

the Initial Public Offering of 5,750,000 units

(the “Public Units” and, with respect to the Class A ordinary shares included in the Public Units, the

“Public Shares”), which included the full exercise by the underwriter of its over-allotment option in the amount

of 750,000 Public

Units, at $ 10.00 per

Public Unit, generating gross proceeds of $ 57,500,000 .

Each Public Unit consists of one Class A ordinary share, $0.0001 par value per share, and one right to receive one- tenth (1/10) of

one Class A ordinary share upon the completion of an initial Business Combination.

Simultaneously with the consummation of the

Initial Public Offering and exercise of over-allotment option, the Company consummated a private placement (the “Private

Placement”) of 153,750 units

(the “Private Units”) to the Sponsor and certain investors, at a price of $ 10.00 per

Private Unit, generating total proceeds of $ 1,537,500 ,

which is described in Note 4.

On October 1, 2025, the Company consummated the Initial Public Offering of 5,750,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included the full exercise by the underwriter of its over-allotment option of 750,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 57,500,000 .

Each Unit consists of one Class A ordinary share, $ 0.0001 par value per share, and one right to receive one-tenth (1/10) of one Class A ordinary share upon the completion of the initial Business Combination.

Simultaneously with the consummation of the Initial Public Offering and exercise of over-allotment option, the Company consummated the private placement (“Private Placement”) of 153,750 units (the “Private Placement Units”) to the Sponsor and certain investors, at a price of $ 10.00 per Private Placement Unit, generating total proceeds of $ 1,537,500 , which is described in Note 4.

Transaction costs for the Initial Public Offering amounted to $ 3,063,880 , consisting of $ 287,500 of underwriting commissions which was paid in cash on the closing date of the Initial Public Offering, $ 2,300,000 of the Representative Shares (discussed below) and $ 476,380 of other offering costs.

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The fair value of the Representative Shares, determined to be $ 2,300,000 ( 230,000 shares at the $ 10.00 Initial Public Offering price per share), accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation — Stock Compensation” (“ASC 718”) is included in the offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination.

The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.

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(i) the completion of an initial Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account, except for income taxes payable and up to $ 100,000 to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete its initial Business Combination within the Completion Window (as defined below), subject to applicable law, or (iii) the redemption of the Company’s Public Shares 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) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated its initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.

The Company will provide its shareholders with

the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial Business Combination either (i) in

connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as

to whether the Company will seek shareholder approval of an initial Business Combination or conduct a tender offer will be made by the

The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account

(initially $10.00 per share), calculated as of two business days prior to the completion of an initial Business Combination, including

any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations.

Each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote

for or against a proposed Business Combination.

The Class A ordinary shares are recorded at redemption value and classified as temporary

equity in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from

If the Company seeks shareholder approval in connection

with an initial Business Combination, it will complete its initial Business Combination only if it receives an ordinary resolution under

Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at

a general meeting of the Company.

If a shareholder vote is not required under applicable law or stock exchange listing requirements and

the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated

memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission

(“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement

with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection with an initial Business

Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after

the Initial Public Offering in favor of approving the Business Combination and to waive its redemption rights with respect to any such

shares in connection with a shareholder vote to approve the Business Combination.

Notwithstanding the foregoing, if the Company

seeks shareholder approval of an initial Business Combination and it does not conduct redemptions pursuant to the tender offer rules,

the Company’s amended and restated memorandum and articles of association provides that a public shareholder, together with any

affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined

under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be

restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior

written consent.

The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account, except for income taxes payable and up to $ 100,000 to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete its initial Business Combination within the Completion Window (as defined below), subject to applicable law, or (iii) the redemption of the Company’s Public Shares 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) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated its initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.

The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of an initial Business Combination or conduct a tender offer will be made by the Company.

The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $ 10.00 per share), calculated as of two business days prior to the completion of an initial Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations.

The Class A ordinary shares are recorded at redemption value and classified as temporary equity in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

If the Company seeks shareholder approval in connection with an initial Business Combination, it will complete its initial Business Combination only if it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company.

If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection with an initial Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving the Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve the Business Combination.

Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of an initial Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed to (i) waive its redemption rights with respect to its private placement shares in connection with the completion of an initial Business Combination, (ii) waive its redemption rights with respect to its private placement shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) to modify the substance or timing of the obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company fails to complete the initial Business Combination within 18 months from the closing of the Initial Public Offering (or up to 24 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time, as described in more detail below) or such earlier liquidation date as the Company’s board of directors may approve or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its private placement shares if the Company fails to complete the initial Business Combination within the prescribed timeframe.

In addition, the Sponsor has agreed to vote any private placement shares held by it in favor of the initial Business Combination.

The Company will have until 18 months from

the closing of the Initial Public Offering (or April 1, 2027) or until such earlier liquidation date as the Company’s

board of directors may approve, to consummate the Company’s initial Business Combination.

However, if the Company anticipates

that it may not be able to consummate its initial Business Combination within such 18 months, it may extend the period of time to

consummate an initial Business Combination up to two times, each by an additional three months (for a total of up to 24 months, or

until October 1, 2027, to complete a Business Combination) (such 18-month period, as may be extended to 24 months, the

“Completion Window”).

The Company will have until 18 months from the closing of the Initial Public Offering, or April 1, 2027, or until such earlier liquidation date as the Company’s board of directors may approve, to consummate the Company’s initial Business Combination.

However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 18 months, it may extend the period of time to consummate an initial Business Combination up to two times, each by an additional three months (for a total of up to 24 months, or October 1, 2027, to complete a business combination) (such 18 -month period, as may be extended to 24 months, the “Completion Window”).

The aforementioned extensions do not require shareholder approval.

In order to extend the time

available for the Company to consummate its initial Business Combination, the Sponsor or its affiliates or designees, upon five days

advance notice prior to the applicable deadline, must deposit into the Trust Account $ 575,000

($0.10 per share) on or prior to the date of the applicable deadline, for each three month extension (or up to an aggregate of

$ 1,150,000 ,

or $0.20 per share, if the Company extends for the full six months).

In order to extend the time available for the Company to consummate its initial Business Combination, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $ 575,000 ($ 0.10 per share) on or prior to the date of the applicable deadline, for each three month extension (or up to an aggregate of $ 1,150,000 , or $ 0.20 per share, if the Company extends for the full six months).

Any such payments would be made in the form of a loan.

loans will be non-interest bearing and payable upon the consummation of the Company’s initial Business Combination.

Company completes its initial Business Combination, the Company will repay such loaned amounts out of the proceeds of the Trust

Account released to the Company.

Any such loans will be non-interest bearing and payable upon the consummation of the Company’s initial Business Combination.

If the Company completes its initial Business Combination, the Company will repay such loaned amounts out of the proceeds of the Trust Account released to the Company.

If the Company does not complete a Business Combination, the Company will not repay such loans.

Furthermore, the Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the

event that the Company does not complete a Business Combination.

The Sponsor and its affiliates or designees are not obligated to

fund the Trust Account to extend the time for the Company to complete its initial Business Combination.

If the Company is unable to

complete a Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose

of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the

outstanding Public Shares, at a per-share price, payable in cash, including interest earned on the funds held in the Trust

Account (which interest shall be net of taxes payable and up to $ 100,000

of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will

completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation

distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the

remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations

under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Furthermore, the Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination.

The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its initial Business Combination.

If the Company is unable to complete a Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Completion Window.

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Going Concern Considerations

As of March 31, 2026, the Company had a

cash balance of $ 329,698 ,

and a net income of $ 387,601

for the three months ended March 31, 2026.

The Company had a positive working capital of $ 422,164

as of March 31, 2026.

As of June 30, 2026, the Company had a cash balance of $ 211,791 , net income of $ 352,348 for the three months ended June 30, 2026 and net income of $ 737,571 for the six months ended June 30, 2026.

The Company had a positive working capital of $ 253,806 as of June 30, 2026.

The Company has not commenced any operating activities and does not generate operating revenues.

Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition strategy and in connection

with identifying and consummating an initial Business Combination.

These conditions raise substantial doubt about the

Company’s ability to continue as a going concern within one year after the date that the unaudited condensed financial

statements are issued.

There is no assurance that the Company’s plans to consummate an initial Business Combination will be

successful or successful within the Completion Window.

The unaudited condensed financial statements do not include any adjustments

that might result from the Company’s inability to consummate an initial Business Combination to continue as a going

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition strategy and in connection with identifying and consummating an initial Business Combination.

In accordance with ASC 205-40, management has evaluated whether conditions or events, considered in the aggregate, raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the unaudited condensed financial statements are issued.

The Company must complete a Business Combination by April 1, 2027 (the "Completion Window"), or such earlier date as determined by the board of directors, or it must cease all operations and redeem the public shares and liquidate the Trust Account, subject to applicable law.

The Company may, at its option, extend the Completion Window for up to two additional three-month periods (to July 1, 2027 and October 1, 2027, respectively) by depositing $ 575,000 into the Trust Account for each extension;

however, the Sponsor is not obligated to fund any such extension, and there is no assurance that it will elect to do so.

Because the mandatory liquidation date of April 1, 2027 falls within one year of the date these financial statements are issued, and because the Company's ability to extend that date is discretionary and dependent on funding that the Sponsor is not obligated to provide, management has determined that this mandatory liquidation date, together with the Company's lack of operating revenues and dependence on the Trust Account, raises substantial doubt about the Company's ability to continue as a going concern within one year after the date these financial statements are issued.

Management's plans in this regard, including efforts to consummate an initial Business Combination within the Completion Window, cannot be deemed probable of alleviating this substantial doubt as of the date of these financial statements.

The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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, the escalation of the Israel-Hamas conflict, and the recent military conflict involving Iran and certain regional and international actors.

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the Israel-Hamas conflict, and related regional tensions involving Iran and other regional and international actors.

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 payment system.

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

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, the expansion of hostilities involving Iran and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

The Company’s ability to complete an initial Business Combination is subject to additional risks and uncertainties, including the Company’s ability to negotiate and execute a definitive business combination agreement on satisfactory terms, to obtain any required regulatory, shareholder or other approvals, and to satisfy closing conditions under such business combination agreement.

The Company’s ability to complete an initial Business Combination also depends in part on the amount of funds remaining in the Trust Account and available from other financing sources following any redemptions by the Company’s public shareholders, as well as the availability and terms of any additional debt or equity financing the Company may need to obtain, which may be adversely affected by volatility or disruption in the credit and capital markets, including as a result of the geopolitical conditions described above.

There can be no assurance that the Company will have sufficient funds, together with any third-party financing it is able to obtain, to complete tan initial Business Combination.

The funds held in the Trust Account are invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest solely in U.S.

government treasury obligations, or are held in cash;

while such investments are intended to minimize principal risk, there can be no assurance that amounts held in the Trust Account will not be affected by interest rate changes, credit or counterparty risk, or other market conditions.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.

Certain information or footnote disclosures normally included in unaudited financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with 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 complete presentation of financial position, results of operations, or cash flows.

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 presentation of the financial position, operating results and cash flows for the period presented.

The accompanying unaudited condensed financial

statements should be read in conjunction with the Company’s audited financial statements as of December 31, 2025 and for the year

then ended, included in the Company’s Annual Report on Form 10-K filed with the SEC.

The interim results for

the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the year ending December 31,

2026 or for any future periods.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements as of December 31, 2025 and for the year then ended, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 18, 2026.

The interim results for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Emerging Growth Company

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The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with 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 unaudited condensed 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 financial statements in conformity

with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting

The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting periods.

Making estimates requires 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 statements, which 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 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.

Cash and Cash Equivalents

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 $ 329,698

and $ 503,830

cash as of March 31, 2026 and December 31, 2025, respectively, and no cash equivalents as of such dates.

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 $ 211,791 and $ 503,830 cash and no cash equivalents as of June 30, 2026 and December 31, 2025, respectively.

Investment in Trust Account

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government treasury obligations or may be held as cash.

An amount of $ 500,000 of the proceeds from the Initial Public Offering and the Private Placement was deposited into the Company’s operating cash account and was not deposited into the Trust Account.

An amount of $ 500,000 of the proceeds from the Initial Public Offering and the Private Placement were deposited into the Company’s operating cash account and were not deposited into the Trust Account.

The amounts held in the Trust Account are restricted and may be released only upon the earlier of (i) the completion of an initial Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s public shareholders, subject to applicable law.

As of March 31, 2026 and December 31, 2025, the assets held in Trust Account, amounting to $ 58,558,815 and $ 58,048,399 , respectively, were held in money market funds.

As of June 30, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $ 59,077,144 and $ 58,048,399 , respectively, were held in money market funds.

Offering Costs Associated with the Initial Public Offering

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

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, 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 to transfer 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.

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In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value.

The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated surplus (deficit).

Accordingly, as of March 31, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of March 31, 2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Schedule of Ordinary Shares subject to possible redemption

The change in the carrying value of redeemable shares results in charges against additional paid-in capital (to the extent available) and accumulated surplus (deficit).

Accordingly, as of June 30, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet, and are reconciled in the following table:

Gross proceeds

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Class A Ordinary Shares subject to possible redemption, March 31, 2026

Remeasurement of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, June 30, 2026

Related Parties

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Companies are also considered to be related if they are subject to common control or common significant influence.

Net Income Per Ordinary Share

The Company has two classes of shares, Class A

ordinary shares and Class B ordinary shares.

Net Income (loss) Per Ordinary Share

The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”.

Net income per share is computed

by dividing net income by the weighted average number of ordinary shares outstanding for the period.

The Company did not have any dilutive

securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings

of the Company.

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

The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted income per ordinary share is the same as basic income per ordinary share for the periods presented.

The following table presents a reconciliation

of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares:

Schedule of basic and diluted net income (loss) per ordinary share

The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares:

Three Months Ended

March 31, 2026

June 30, 2026

Three Months Ended

June 30, 2025

Non-redeemable

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Non-redeemable

Basic and diluted net income per ordinary shares:

Allocation of net income, basic and diluted

Basic and diluted net income (loss) per ordinary shares:

Allocation of net income (loss), basic and diluted

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income per ordinary share

Basic and diluted net income (loss) per ordinary share

Six Months Ended

June 30, 2026

Six Months Ended

June 30, 2025

Non-redeemable

Basic and diluted net income (loss) per ordinary shares:

Allocation of net income (loss), basic and diluted

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income (loss) per ordinary share

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).

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

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026 and December 31, 2025.

There were no unrecognized tax benefits and no amounts accrued for 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.

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The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months.

There is currently no taxation imposed by the Government of the Cayman Islands for the period presented.

There is currently no taxation imposed by the Government of the Cayman Islands for the periods presented.

Derivative Financial Instruments

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Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The underwriter’s over-allotment option was fully exercised at the time of the Initial Public Offering and therefore the Company did not have any derivative financial instruments outstanding as of March 31, 2026 and December 31, 2025.

The Company accounts for the Public Rights (as defined in Note 3) and Private Rights (as defined in Note 4) issued in connection with the Initial Public Offering, and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

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The Company adopted ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures, effective January 1, 2026;

given the Company is incorporated in the Cayman Islands and is not subject to income taxes, this standard had no impact on the financial statements.

given the Company is incorporated in the Cayman Islands and is not subject to income taxes, this standard had no impact on the unaudited condensed financial statements.

ASU 2024-03, Income Statement — Expense Disaggregation Disclosures, is effective for annual periods beginning after December 15, 2026 and is not expected to have a material effect on the Company’s financial statements.

NOTE 3 — PUBLIC OFFERING

Pursuant to the Initial Public Offering on

October 1, 2025, the Company sold 5,750,000 Public

Units, which included the full exercise by the underwriter of the over-allotment option in the amount of 750,000 Public

Units at a price of $ 10.00 per

Public Unit, generating total gross proceeds of $ 57,500,000 .

Each Public Unit consists of one Class A

ordinary share and one right (the “Public Right”).

Each Public Right entitles the holder to purchase one-tenth (1/10) of

one Class A ordinary share upon the consummation of the Company’s initial Business Combination.

The Company will not issue

fractional shares.

As a result, the holder must hold Public Rights in multiples of 10 in order to receive shares for all of their

Public Rights upon closing of an initial Business Combination.

Pursuant to the Initial Public Offering on October 1, 2025, the Company sold 5,750,000 Units, which included the full exercise by the underwriter of the over-allotment option in the amount of 750,000 Units at a price of $ 10.00 per Unit, generating total gross proceeds of $ 57,500,000 .

Each Unit consists of one Class A ordinary share and one right (the “Public Right”).

Each Public Right entitles the holder to purchase one-tenth ( 1/10 ) of one Class A ordinary share upon the consummation of the Company’s initial Business Combination.

The Company will not issue fractional shares.

As a result, the holder must hold Public Rights in multiples of 10 in order to receive shares for all of their Public Rights upon closing of a Business Combination.

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 153,750 Private Units, at a price of $ 10.00 per Private Unit generating gross proceeds of $ 1,537,500 .

Each Private Unit consists of one Class A ordinary share and one right (“Private Right”) to purchase one-tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination.

The Sponsor, and officers and directors of the

Company have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights

with respect to their Founder Shares, private placement shares and Public Shares in connection with the completion of the initial Business

(ii) waive their redemption rights with respect to their Founder Shares, private placement shares and Public Shares in connection

with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A)

to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination

or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window

or (B) with respect to any other material provisions relating to the rights of holders of ordinary shares or pre-initial Business Combination

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private

placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be

entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete

the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account;

and (iv) vote any Founder Shares and private placement shares held by them and any Public Shares purchased during or after the Initial

Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with

the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in

favor of the initial Business Combination.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 153,750 Private Placement Units, at a price of $ 10.00 per Private Placement Unit generating gross proceeds of $ 1,537,500 .

Each Private Placement Unit consists of one Class A ordinary share and one right (“Private Right”) to purchase one-tenth ( 1/10 ) of one Class A ordinary share upon the consummation of an initial Business Combination.

The Sponsor, and officers and directors of the Company have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares, Private Placement shares and Public Shares in connection with the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their Founder Shares, Private Placement shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of ordinary shares or pre-initial Business Combination activity;

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account;

and (iv) vote any Founder Shares and Private Placement shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.

NOTE 5 — RELATED PARTY TRANSACTIONS

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Prior to the consummation of the Initial Public Offering, the Sponsor forfeited an additional 825,000 Founder Shares and certain investors purchased an aggregate of 825,000 Founder Shares for approximately $ 0.013 per share.

In February 2026, the Sponsor transferred 100,000

Founder Shares to four independent directors of the Company as a one-time equity grant for their services on the Company’s

board of directors and committees thereof, as follows:

Founder Shares to Richard Saldanha;

Founder Shares to Joel Huffman;

Founder Shares to Roshan Boodhoo;

and (iv) 25,000

Founder Shares to Mahboob Subuhani Mohamed Mohideen.

The shares vest only upon the consummation of an initial Business Combination

and subject to the director’s continued service through such date, and are subject to return to the Sponsor if such event does not occur.

As of March 31, 2026, no compensation expense has been recognized as the vesting condition is not yet considered probable.

such transfers, the Sponsor held 991,667

Founder Shares, certain third-party investors collectively held 825,000 Founder Shares and the four independent directors collectively held 100,000

Founder Shares.

As of October 1, 2025, there were 1,916,667 Founder Shares issued and outstanding.

The underwriter fully exercised the over-allotment option and none of the Founder Shares were subject to forfeiture.

In February 2026, the Sponsor transferred 100,000 Founder Shares to four independent directors of the Company as a one-time equity grant for their services on the board of directors, as follows:

(i) 25,000 Founder Shares to Richard Saldanha;

(ii) 25,000 Founder Shares to Joel Huffman;

(iii) 25,000 Founder Shares to Roshan Boodhoo;

and (iv) 25,000 Founder Shares to Mahboob Subuhani Mohamed Mohideen.

The shares vest only upon the consummation of a Business Combination and subject to the director’s continued service through such date, and are subject to return to the Sponsor if such event does not occur.

Richard Saldanha resigned from the Company’s board of directors effective May 8, 2026.

In connection with his resignation, the 25,000 unvested Founder Shares previously granted to Mr.

Saldanha were returned to the Sponsor for no consideration.

Following Mr.

Saldanha’s resignation and the return of his shares, the Sponsor holds, as of the date of this Quarterly Report on Form 10-Q, 1,016,667 Founder Shares, the three remaining independent directors collectively hold 75,000 Founder Shares and Maxim and certain third-party investors collectively hold 825,000 Founder Shares (see above).

The total number of Class B ordinary shares outstanding remains 1,916,667 .

The Sponsor and the Company’s independent

directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the

earlier to occur of:

As of June 30, 2026, no compensation expense has been recognized with respect to the remaining unvested Founder Share grants, as the vesting condition (consummation of a Business Combination) is not yet considered probable.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) six months after the completion of an initial Business Combination;

and (B) subsequent to an

initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00

per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any

20 trading days within any 30-trading day period commencing at least 75 days after an initial Business Combination,

or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other

similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary

shares for cash, securities or other property.

and (B) subsequent to an initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 75 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Promissory Note — Sponsor

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On April 1, 2025, the promissory note was amended to increase the maximum borrowing amount to $ 800,000 .

The promissory note was non-interest bearing and payable upon the earlier of the consummation of the Company’s initial public offering or December 31, 2025.

In connection with the completion of the Initial Public Offering in October 2025, the Company repaid substantially all amounts outstanding under the promissory note.

As of March 31, 2026, and December 31, 2025, an aggregate principal amount of $22 remained outstanding under the promissory note and is included in Loan from Sponsor in the accompanying balance sheet.

Transfer of Founder Shares by Sponsor

As discussed under “—Founder Shares,” on

February 5, 2026, the Company’s board of directors approved the grant, and transfer by the Sponsor, of an aggregate of 100,000 Class

B ordinary shares then held by the Sponsor, to each of four independent members of the Company’s board of directors, as a

one-time equity grant for their respective services on the Company’s board of directors and committees thereof.

The 100,000 Class

B ordinary shares were transferred to the independent members of the Company’s board of directors by the Sponsor from existing

Class B ordinary shares then held by the Sponsor.

The shares vest only upon the consummation of an initial Business Combination and subject to the director’s continued service through

such date, and are subject to return to the Sponsor if such event does not occur.

The promissory note was non-interest bearing and payable upon the earlier of the consummation of the Company’s initial public offering or December 31, 2025 (which has been repaid).

In connection with the completion of the Company’s Initial Public Offering in October 2025, the Company repaid substantially all amounts outstanding under the promissory note.

As of June 30, 2026, and December 31, 2025, an aggregate principal amount of $ 22 remained outstanding under the promissory note and is included in Loan from Sponsor in the accompanying balance sheets.

Due to Related Parties

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The Company recorded amounts payable to related parties representing proceeds from these share sales that were temporarily retained by the Company.

As of March 31, 2026, and December 31, 2025, the Company had an outstanding balance of $ 22,261 payable to related parties, included in current liabilities.

As of June 30, 2026, and December 31, 2025, the Company had an outstanding balance of $ 22,261 payable to related parties, included in current liabilities.

The payable is non-interest bearing and is expected to be settled in the normal course of business.

Administrative Support Services

Commencing on the closing of the Initial Public

Offering, the Company has agreed to pay an affiliate of the Sponsor a total of $ 10,000

per month for office space, utilities and secretarial and administrative support.

The Sponsor has agreed to waive such fees for the

period commencing October 1, 2025.

Upon completion of its initial Business Combination or its liquidation, the Company will cease

paying these monthly fees.

No amounts were incurred or accrued under this arrangement for the three months ended March 31,

Commencing on the closing of the Initial Public Offering, the Company has agreed to pay an affiliate of the Sponsor a total of $ 10,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of its initial Business Combination or its liquidation, the Company will cease paying these monthly fees.

Effective as of October 1, 2025, the service provider irrevocably waived its right to receive such monthly fees for all periods commencing on and after October 1, 2025, through and including the earlier of the consummation of the Company’s initial Business Combination and the Company’s liquidation.

No amounts were incurred or accrued under this arrangement for the six months ended June 30, 2026.

Related Party Loans

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The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into units at a price of $ 10.00 per unit.

The units would be identical to the Private Units.

As of March 31, 2026, and December 31, 2025, there were no Working Capital Loans outstanding.

The units would be identical to the Private Placement Units.

As of June 30, 2026, and December 31, 2025, there are no Working Capital Loans outstanding.

NOTE 6 — COMMITMENTS

Registration Rights

The holders of the (i) Founder Shares, (ii) Private Units issued in the Private Placement and the Class A ordinary shares underlying such Private Units, and (iii) any units (and underlying Class A ordinary shares) that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Initial Public Offering and Private Placement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares).

The holders of the (i) Founder Shares, (ii) Private Placement Units issued in the Private Placement and the Class A ordinary shares underlying such Private Placement Units, and (iii) any private placement units (and underlying Class A ordinary shares) that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Initial Public Offering and Private Placement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares).

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities.

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Underwriting Agreement

In connection with the Initial Public Offering

completed in October 2025, the Company granted the underwriter a 45-day option to purchase up to 750,000

additional Public Units to cover over-allotments at the Initial Public Offering price, less underwriting commissions.

underwriter’s over-allotment option was exercised in full.

underwriter was paid a cash underwriting discount of $0.05 per Unit, or 0.50%, resulting in total underwriting discounts of

$287,500, upon the closing of the Initial Public Offering.

In addition, the underwriter or its designees received an aggregate of

230,000 Class A ordinary shares in connection with the Initial Public Offering (the “Representative Shares”).

Representative Shares were measured at fair value in accordance with ASC 718 and SAB Topic 5A.

The fair value of the Representative

Shares was determined to be $2,300,000 (230,000 shares at the $10.00 Initial Public Offering price per share) and has been included

in the total offering costs.

The registration statement registering the Public Units in the Initial Public Offering also registered

the Representative Shares.

In addition to the underwriting discount, the Company paid the underwriter

$25,000 upon the execution of the engagement letter relating to the Initial Public Offering, as an advance against

out-of-pocket accountable expenses actually anticipated to be incurred by the underwriter, which was reimbursable to the extent not

actually incurred, and the Company agreed to pay the underwriter for travel, lodging and other “road show” expenses,

expenses of the underwriter’s legal counsel and certain diligence and other fees up to $50,000 (inclusive of the advance of

No discounts or commissions were paid on the sale of the Private Units.

Rights — If the Company enters

into a definitive agreement for a Business Combination in which the Company will be the surviving entity, each holder of a right will

receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Company’s initial Business Combination, even if

the holder of such right redeemed all ordinary shares held by him, her or it in connection with the initial Business Combination or an

amendment to the Company’s amended and restated memorandum and articles of association with respect to the Company’s pre-Business

Combination activities.

No additional consideration will be required to be paid by a holder of rights in order to receive his, her or

its additional ordinary shares upon consummation of an initial Business Combination as the consideration related thereto has been included

in the unit purchase price paid for by investors in the Initial Public Offering.

The shares issuable upon exchange of the rights will

be freely tradable (except to the extent held by affiliates of the Company).

In connection with the Company’s Initial Public Offering completed in October 2025, the Company granted the underwriter a 45 -day option to purchase up to 750,000 additional Units to cover over-allotments at the Initial Public Offering price, less underwriting commissions.

The underwriter’s over-allotment option was exercised in full.

The underwriter was paid a cash underwriting discount of $ 0.05 per Unit, or 0.50%, resulting in total underwriting discounts of $ 287,500 , upon the closing of the Initial Public Offering.

In addition, the underwriter or its designees received an aggregate of 230,000 Class A ordinary shares in connection with the Initial Public Offering (the “Representative Shares”).

The Representative Shares were measured at fair value in accordance with ASC 718 and SAB Topic 5A.

The fair value of the Representative Shares was determined to be $ 2,300,000 ( 230,000 shares at the $ 10.00 Initial Public Offering price per share) and has been included in the total offering costs.

The registration statement registering the Units in the Initial Public Offering also registered the Class A ordinary shares issuable to the underwriter.

In addition to the underwriting discount, the Company paid the underwriter $ 25,000 upon the execution of the engagement letter relating to the Company’s Initial Public Offering, as an advance against out-of-pocket accountable expenses actually anticipated to be incurred by the underwriter, which was reimbursable to the extent not actually incurred, and the Company agreed to pay the underwriter for travel, lodging and other “road show” expenses, expenses of the underwriter’s legal counsel and certain diligence and other fees up to $ 50,000 (inclusive of the advance of $ 25,000 ).

No discounts or commissions were paid on the sale of the Private Placement Units.

Rights — If the Company enters into a definitive agreement for a Business Combination in which the Company will be the surviving entity, each holder of a right will receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Company’s initial Business Combination, even if the holder of such right redeemed all ordinary shares held by him, her or it in connection with the initial Business Combination or an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities.

No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional ordinary shares upon consummation of an initial Business Combination as the consideration related thereto has been included in the unit purchase price paid for by investors in the Initial Public Offering.

The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).

If the Company enters into a definitive agreement for a Business Combination in which it will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into Class A ordinary share basis, and each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the 1/10 share underlying each right (without paying any additional consideration) upon consummation of the Business Combination.

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If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

As soon as practicable upon the consummation of the Company’s initial Business Combination, the Company will direct registered holders of the rights to return their rights to the Company’s rights agent.

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The Company shall reserve such amount of its profits or share premium in order to pay up the par value of each Class A ordinary share issuable in respect of the rights.

As of March 31, 2026, and December 31,

2025, there were a total of 5,903,750 and

5,750,000 rights outstanding, respectively.

As of June 30, 2026, and December 31, 2025, there are a total of 5,903,750 rights outstanding.

NOTE 7 — SHAREHOLDER ’ S EQUITY

Preference Shares — The Company is authorized to issue 1,000,000 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.

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

At June 30, 2026, and December 31, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $ 0.0001 per share.

Holders of Class A ordinary shares are entitled to one vote for each share.

As of March 31, 2026, 383,750 shares of Class A ordinary shares were issued and outstanding, excluding 5,750,000 shares subject to possible redemption.

At December 31, 2025, 383,750 shares of Class A ordinary shares were issued and outstanding, excluding 5,750,000 shares subject to possible redemption.

As of June 30, 2026, 383,750 shares of Class A ordinary shares were issued and outstanding, excluding 5,750,000 shares subject to possible redemption which was unchanged from December 31, 2025.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $ 0.0001 per share.

Holders of the Class B ordinary shares are entitled to one vote for each share.

As of March 31, 2026 and December 31, 2025, there were 1,916,667 Class B ordinary shares issued and outstanding (see Note 5).

As of June 30, 2026 and December 31, 2025, there were 1,916,667 Class B ordinary shares issued and outstanding (see Note 5).

No Class B ordinary shares are subject to forfeiture, as the underwriter’s over-allotment option was exercised in full in connection with the Initial Public Offering.

As a result, the Founder Shares collectively represented approximately 23.8 % of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering.

In February 2026, the Sponsor transferred 100,000 Founder Shares to four independent directors of the Company, with each director receiving 25,000 Founder Shares.

The shares vest only upon the consummation of an initial Business Combination and subject to the director’s continued service through such date, and are subject to return to the Sponsor if such

event does not occur.

As of March 31, 2026, no compensation expense has been recognized as the vesting condition is not yet considered probable.

Following such transfers, the Sponsor held 991,667

Founder Shares, certain third-party investors collectively held 825,000 Founder Shares and the four independent directors

collectively held 100,000

Founder Shares.

In February 2026, the Sponsor transferred 100,000 Founder Shares to four independent directors of the Company, with each director receiving 25,000 Founder Shares, as a one-time equity grant vesting only upon the consummation of a Business Combination.

In connection with the resignation of Richard Saldanha from the Company’s board of directors effective May 8, 2026, the 25,000 unvested Founder Shares previously granted to him were returned to the Sponsor for no consideration.

Following these transactions, and after giving effect to the Sponsor’s September 30, 2025 forfeiture of 825,000 Founder Shares (which were purchased by Maxim and certain third-party investors, as described above), the Sponsor holds 1,016,667 Founder Shares, the three remaining independent directors collectively hold 75,000 Founder Shares, and Maxim and certain third-party investors collectively hold 825,000 Founder Shares.

The total number of Class B ordinary shares issued and outstanding remains 1,916,667 .

As of June 30, 2026, no compensation expense has been recognized with respect to the remaining unvested Founder Share grants, as the vesting condition is not yet considered probable.

Only holders of Class B ordinary shares will have the right to vote on the election of directors prior to the initial Business Combination.

Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law.

The Class B ordinary shares will automatically

convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis,

subject to adjustment.

In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed

issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio

at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority

of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such

issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary

shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of all ordinary shares issued and outstanding upon

the completion of the Business Combination (excluding the Class A ordinary shares underlying the Private Units and the Representative

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of all ordinary shares issued and outstanding upon the completion of the Business Combination (excluding the Class A ordinary shares underlying the Private Units and the Representative Shares).

NOTE 8 — SEGMENT INFORMATION

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.

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

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and 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.

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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:

Schedule of Segment Reporting

three months ended

Segment Assets (Balance Sheet)

June 30, 2026

December 31,2025

Investments held in trust account

Segment Profit or Loss (Income Statement)

General and administrative expenses

Interest income

Interest income on investments in trust account

Dividend income on investments in trust account

The CODM reviews cash held in 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.

The CODM reviews cash held in 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.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Completion Window.

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

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

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

NOTE 9 — FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial

assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale

of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the

measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of

observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

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Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The following tables present information about the Company’s assets that are measured at fair value on March 31, 2026 and December 31, 2025, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Schedule of fair value hierarchy of the valuation inputs

March 31, 2026

The following tables present information about the Company’s assets that are measured at fair value on June 30, 2026 and December 31, 2025, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

June 30, 2026

Investments held in Trust Account

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The Public Rights issued in the Initial Public Offering have been classified within shareholders’ equity and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Rights issued in the Initial Public Offering:

Schedule of assumptions

The following table presents the quantitative information regarding market assumptions used in the valuation of the Share Rights issued in the Initial Public Offering, which have not changed since issuance:

Expected term to De-SPAC (Years)

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NOTE 10 — SUBSEQUENT EVENTS

On May 8, 2026, Richard Saldanha resigned as a

member of the Company’s board of directors and all committees thereof, effective immediately.

As a consequence of Mr.

resignation, the 25,000 Class B ordinary shares previously granted to Mr.

Saldanha were automatically returned to the Sponsor in accordance

with the terms of the applicable grant agreement.

The Company has evaluated subsequent events through the date these unaudited condensed

financial statements were available to be issued and, other than the foregoing, has not identified any events requiring adjustment or

Based upon this review, the Company did not identify any other subsequent 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 unaudited condensed balance sheet date up to August 14, 2026, the date that the unaudited condensed financial statements were available to be issued.

Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Cautionary Note Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q, or this Report, contains forward-looking statements within the meaning of Section 21E of the Exchange

Act, which are subject to the safe harbor created thereby.

All statements contained in this Report other than statements of historical

facts, including statements regarding our future results of operations and financial position, our business strategy and plans and our

objectives for future operations, are forward-looking statements.

The words “anticipates,” “believes,” “continues,”

“could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,”

“possible,” “potential,” “predicts,” “projects,” “should,” “will,”

“would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements

contain these identifying words.

We have based these forward-looking statements largely on our current expectations and projections about

future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, business

operations and objectives, and financial needs.

We may not actually achieve the plans, intentions, or expectations disclosed in, or implied

by, our forward-looking statements, and you should not place undue reliance on our forward-looking statements.

Actual results or events

could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make.

These forward-looking

statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking

statements, including, without limitation, the risks and uncertainties set forth under the heading “ Risk Factors ”

and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025, or our 2025 Annual Report, filed with the U.S.

This Quarterly Report on Form 10-Q, or this Report, contains forward-looking statements within the meaning of Section 21E of the Exchange Act, which are subject to the safe harbor created thereby.

All statements contained in this Report other than statements of historical facts, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements.

The words “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “should,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, business operations and objectives, and financial needs.

We may not actually achieve the plans, intentions, or expectations disclosed in, or implied by, our forward-looking statements, and you should not place undue reliance on our forward-looking statements.

Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make.

These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks and uncertainties set forth under the heading “ Risk Factors ” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025, or our 2025 Annual Report, filed with the U.S.

Securities and Exchange Commission, or the SEC, and in any subsequent filings we make with the SEC.

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The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.

We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination.

While we may pursue an initial business combination target in any industry or geographic location, we are currently focusing our search on international businesses that would benefit in valuation arbitrage by going public in the United States on a U.S.

national securities exchange.

We are currently focusing our search for an initial business combination target in the following key verticals:

(i) Electronic Commerce, (ii) Financial Technology, (iii) Software as a Service, (iv) Renewable Energy, (v) Mining, and (vi) Information Technology, or IT, and IT-Enabled Services.

Our current geographic focus is the Asia-Pacific, and the Europe, Middle East and Africa, regions.

On October 1, 2025, we consummated our, initial public offering, or our Initial Public Offering, of 5,750,000 units, or the Public Units, including 750,000 Public Units issued upon the full exercise of the underwriter’s over-allotment option.

Each Public Unit consisted of one Class A ordinary share, $0.0001 par value per share, or Class A Ordinary Share, and one right, or Public Right, with each one Public Right entitling the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of our initial business combination.

The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $57,500,000.

In connection with our Initial Public Offering, we also issued 230,000 Class A Ordinary Shares, or the Representative Shares, to a designee of the underwriter in our Initial Public Offering, as part of the underwriting compensation in our Initial Public Offering.

Simultaneously with the closing of our Initial Public Offering, pursuant to a units purchase agreement between us and StoneBridge Acquisition Sponsor II LLC, or our sponsor, and certain subscription agreements between us and certain at-risk capital investors, we completed the private sale, or the Private Placement, of an aggregate of 153,750 units, or the Private Units, at a price of $10.00 per Private Unit, generating aggregate gross proceeds of $1,537,500.

Each Private Unit consisted of one Class A Ordinary Share and one right, or Private Right, with each one Private Right entitling the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of our initial business combination.

No underwriting discounts or commissions were paid with respect to such sale.

We intend to effectuate our initial business combination using cash from the proceeds of our Initial Public Offering and the Private Placement, our shares, debt or a combination of cash, shares and debt.

We have until the date that is 18 months from the closing of our Initial Public Offering (or April 1, 2027) or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination.

However, if we anticipate that we may not be able to consummate our initial business combination within such 18 months, we may extend the period of time to consummate an initial business combination up to two times, each by an additional three months (for a total of up to 24 months, or until October 1, 2027, to complete an initial business combination).

The aforementioned extensions do not require shareholder approval.

Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement between us and Continental Stock Transfer & Trust Company, or Continental, entered into in connection with our Initial Public Offering, in order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees, upon five days' advance notice prior to the applicable deadline, must deposit into the trust account established in connection with our Initial Public Offering, or the Trust Account, $575,000 ($0.10 per share) on or prior to the date of the applicable deadline, for each three month extension (or up to an aggregate of $1,150,000, or $0.20 per share, if we extend for the full six months).

Any such payments would be made in the form of a loan.

Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination, and then only from the amount remaining in the Trust Account after redemptions in connection with our initial business combination.

If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us after redemptions in connection with our initial business combination.

If we do not complete a business combination, we will not repay such loans.

Our sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our initial business combination.

If we anticipate that we may be unable to consummate our initial business combination within the deadlines described in the immediately preceding paragraph, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination.

There are no limitations on the number of times we may seek shareholder approval for an extension or the length of time of any such extension.

If we seek shareholder approval for an extension, holders of our public shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or vote against, such amendment, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (net of income taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law.

If we are unable to complete our initial business combination within the completion window, or by such earlier liquidation date as our board of directors may approve, we will redeem 100% of our 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 thereon (net of income taxes payable and less up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to other requirements of applicable law.

Following the closing of our Initial Public Offering and the Private Placement, an amount of $57,500,000 ($10.00 per unit) from the net proceeds of the sale of the Public Units in our Initial Public Offering and the Private Units in the Private Placement was placed in the Trust Account.

The funds in the Trust Account have been, and will be, invested or held only in (i) U.S.

government treasury obligations with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the U.S.

Investment Company Act of 1940, as amended, or the Investment Company Act, which invest only in direct U.S.

government treasury obligations, or (ii) an interest bearing bank demand deposit account or other accounts at a bank.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of interest earned on the funds held in the Trust Account that may be released to us to pay our taxes, if any), to complete our initial business combination.

Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay our taxes, if any, the proceeds from our Initial Public Offering and Private Placement held in the Trust Account will not be released until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

We have incurred and expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a business combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date.

Our only activities since June 19, 2024 (the date of our inception) through June 30, 2026 were organizational activities, those necessary to prepare for our Initial Public Offering, and subsequent to our Initial Public Offering, identifying a target company for a business combination.

We will not generate any operating revenues until after the completion of our initial business combination.

We generate non-operating income in the form of interest income from the proceeds derived from our Initial Public Offering and the Private Placement held in the Trust Account.

We incur, and expect to continue to incur, expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates.

For the three months ended June 30, 2026, we had net income of $352,348, which consisted of interest income and dividend income on investments on funds held in the Trust Account of $2,733 and $518,329, respectively, partially offset by general and administrative expenses of $168,714.

For the three months ended June 30, 2025, we had a net loss of $11,980, which consisted of general and administrative expenses of $12,000, partially offset by bank interest income of $20.

For the six months ended June 30, 2026, we had net income of $737,571, which consisted of interest income and dividend income on investments on funds held in the Trust Account of $6,860 and $1,028,745, respectively, partially offset by general and administrative expenses of $298,034.

For the six months ended June 30, 2025, we had a net loss of $11,961, which consisted of general and administrative expenses of $12,000, partially offset by bank interest income of $39.

Liquidity and Capital Resources

Until the consummation of our Initial Public Offering, our only source of liquidity was an initial purchase of founder shares by our sponsor and advances from our sponsor.

On October 1, 2025, we consummated our Initial Public Offering of 5,750,000 Public Units, including 750,000 Public Units issued upon the full exercise of the underwriter’s over-allotment option, at a price of $10.00 per Public Unit, generating gross proceeds of $57,500,000.

Simultaneously with the closing of our Initial Public Offering, we completed the Private Placement of an aggregate of 153,750 Private Units, at a price of $10.00 per Private Unit, generating aggregate gross proceeds of $1,537,500.

Transaction costs relating to our Initial Public Offering amounted to $3,063,880, consisting of $287,500 of cash underwriting commissions, $2,300,000 of fair value of the Representative Shares issued to the underwriter’s designee, and $476,380 of other offering costs.

For the six months ended June 30, 2026, net cash used in operating activities was $292,039.

The operating cash outflows consisted primarily of payments for professional services including legal, accounting, audit, and administrative support fees, partially offset by trust dividend income received in the operating account.

For the six months ended June 30, 2025, net cash provided by operating activities was $39, consisting of accrued accounting fees of $12,000, substantially offset by the net loss for the period.

For the six months ended June 30, 2026, there were no financing activities.

For the six months ended June 30, 2025, there was no net cash provided by or used in financing activities, as proceeds from a promissory note from our sponsor were partially offset by payments of deferred offering costs.

For the six months ended June 30, 2026 and 2025, there were no investing activities.

As of June 30, 2026, we had assets held in the Trust account of $59,077,144, consisting of money market funds.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of interest earned on the Trust Account that may be released to us to pay our taxes, if any, to complete our initial business combination.

To the extent that our equity or debt is used, in whole or in part, as consideration to complete an initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business, make other acquisitions and pursue our growth strategies.

As of June 30, 2026, we had cash of $211,791.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay for directors and officers liability insurance premiums.

We could use a portion of the funds held outside the Trust Account to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so.

If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time.

In order to finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required.

If we complete an initial business combination, we would repay such loaned amounts at that time.

Up to $1,500,000 of such working capital loans may be converted into units of the post-business combination entity at a price of $10.00 per unit.

The units would be identical to the Private Units.

As of June 30, 2026, we had no borrowings under the working capital loans.

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in the Trust Account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of our Initial Public Offering and Private Placement, and, as a result, if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination.

We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination.

There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into.

If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the Trust Account.

Going Concern Consideration

As of June 30, 2026, our cash balance was $211,791, and we had working capital of $253,806.

We have not commenced any operating activities and do not generate operating revenues.

We have incurred and expect to continue to incur significant costs in pursuit of our acquisition strategy and in connection with identifying and consummating an initial business combination.

We have until April 1, 2027 or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination, subject to extensions as described under “— Overview .” Our initial mandatory liquidation date of April 1, 2027 falls with one year of the date our unaudited condensed financial statements included in this Report are issued, and our ability to extend such date is discretionary and dependent on funding that our sponsor is not obligated to provide.

Such conditions, coupled with our lack of operating revenues and dependence on the Trust Account, raises substantial doubt about our ability to continue as a going concern within one year after the date our unaudited condensed financial statements included in this Report are issued.

There is no assurance that our plans to consummate an initial business combination will be successful or successful within the completion window.

The unaudited condensed financial statements included in this Report do not include any adjustments that might result from our inability to consummate an initial business combination to continue as a going concern.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Related Party Transactions

Refer to “ Note 5-Related Party Transactions ” in the unaudited condensed financial statements contained elsewhere in this Report.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our sponsor a fee of $10,000 per month for administrative and support services, commencing on the closing of our initial public offering.

Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

Effective as of October 1, 2025, the service provider irrevocably waived its right to receive such monthly fees for all periods commencing on and after October 1, 2025, through and including the earlier of the consummation of our initial business combination and our liquidation.

No amounts were incurred or accrued under this arrangement as of June 30, 2026.

Our sponsor had agreed to loan us an aggregate of up to $800,000 to be used for a portion of the expenses of our Initial Public Offering.

The loan was non-interest bearing and unsecured.

The loan was evidenced by a promissory note, and was payable on the earlier of December 31, 2025 or the date on which we consummated an initial public offering of our securities.

In connection with the completion of our Initial Public Offering, we repaid substantially all amounts outstanding under the promissory note.

As of June 30, 2026, an amount of $22 remained outstanding under the promissory note.

Borrowings under the promissory note are no longer available.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting periods.

Making estimates requires management to exercise significant judgment.

Accordingly, actual results could differ significantly from those estimates.

See Note 2 to our unaudited condensed financial statements included elsewhere in this Report.

Class A Ordinary shares subject to possible redemption

Our public shares contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation, or if there is a shareholder vote or tender offer in connection with our initial business combination.

In accordance with ASC 480-10-S99, we classify our public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within our control.

We recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of our Initial Public Offering, we recognized the accretion from initial book value to redemption value.

The change in the carrying value of redeemable shares results in charges against additional paid-in capital (to the extent available) and accumulated surplus (deficit).

Accordingly, as of June 30, 2026, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheet, and are reconciled in the following table:

Gross proceeds

Proceeds allocated to Public Rights

Class A ordinary shares issuance cost

Remeasurement of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, October 1, 2025

Remeasurement of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, December 31, 2025

Remeasurement of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, March 31, 2026

Remeasurement of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, June 30, 2026

Net Income (Loss) Per Ordinary Share

We have two classes of shares, being Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, or Class B Ordinary Shares.

Income and losses are shared pro rata between the two classes of shares.

We comply with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”.

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period.

We did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings.

As a result, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the periods presented.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares:

Three Months Ended

June 30, 2026

Three Months Ended

June 30, 2025

Non-redeemable

Basic and diluted net income (loss) per ordinary shares:

Allocation of net income (loss), basic and diluted

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income (loss) per ordinary share

Six Months Ended

June 30, 2026

Six Months Ended

June 30, 2025

Non-redeemable

Basic and diluted net income (loss) per ordinary shares:

Allocation of net income (loss), basic and diluted

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income (loss) per ordinary share

Derivative Financial Instruments

We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

The underwriter’s over-allotment option in our Initial Public Offering was fully exercised at the time of our Initial Public Offering and therefore we did not have any derivative financial instruments outstanding as of June 30, 2026 and December 31, 2025.

We account for our Public Rights and Private Rights in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, we evaluated and classified our rights under equity treatment at its assigned value.

Recent Accounting Pronouncements

We adopted ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, effective for interim periods beginning after December 15, 2024.

As we operate as a single reportable segment, adoption had no material impact.

We adopted ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, effective January 1, 2026.

Given we are incorporated in the Cayman Islands and are not subject to income taxes, this standard had no impact on the unaudited condensed financial statements.

ASU 2024-03, Income Statement - Expense Disaggregation Disclosures, is effective for annual periods beginning after December 15, 2026 and is not expected to have a material effect on our financial statements.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our unaudited condensed financial statements.

Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act and are not required to provide the information otherwise required under this Item.

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