What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-15 compared with 2025-11-12 · 543 added, 413 removed, 153 unchanged (86% of the section changed)

2 unchanged sentences

INDEX TO FINANCIAL STATEMENTS

Condensed Balance

Sheets as of September 30, 2025 (Unaudited) and December 31, 2024

Condensed Statements of Operations for the three and nine months ended September 30, 2025 (Unaudited) and for the period from June 19, 2024 (inception) to September 30, 2024

Condensed Statement of Changes in Shareholder’s Equity for the three and nine months ended September 30, 2025 (Unaudited) and for the period from June 19, 2024 (inception) to September 30, 2024

Condensed Statement of Cash Flows for the nine months ended September 30, 2025 (Unaudited) and for the period from June 19, 2024 (inception) to September 30, 2024

Notes 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

STONEBRIDGE ACQUISITION II CORPORATION

CONDENSED BALANCE SHEETS

September 30,

Balance Sheets

CURRENT ASSETS

Prepaid Expenses

Prepaid expenses – current portion

Total Current Assets

Deferred offering costs

Prepaid Expenses, non-current

LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY

Investments held in Trust Account

Other long-term assets – prepaid insurance

Total Other Assets

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

CURRENT LIABILITIES

Accounts payable

Promissory note-related party

Loan from sponsor

Due to related parties

Total current liabilities

1 unchanged sentence

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ (DEFICIT)

ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

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

5,750,000 shares issued and outstanding at redemption value of $ 10.00 per share

SHAREHOLDERS’ EQUITY

Preference shares, $ 0.0001 par value;

1 unchanged sentence

none issued or outstanding

Class A ordinary shares, $ 0.0001 par value;

Class A ordinary shares;

$ 0.0001 par value;

200,000,000 shares authorized;

none issued or outstanding

383,750 issued and outstanding (excluding 5,750,000 shares subject to possible redemption)

Class B ordinary shares;

4 unchanged sentences

Accumulated deficit

TOTAL SHAREHOLDERS’ (DEFICIT) EQUITY

TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY

This number includes an aggregate of up to 250,000 Class B ordinary shares (“Founder Shares”) subject to forfeiture if the

over-allotment option is not exercised in full or in part by the underwriter.

On October 1, 2025, the underwriter exercised the over-allotment

option in full as part of the closing of the Initial Public Offering.

As such, the 250,000 Founder Shares are no longer subject to forfeiture

On April 21, 2025, Stonebridge Acquisition Sponsor II LLC (the “Sponsor”) surrendered 3,833,333 Founder Shares for no consideration.

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

TOTAL SHAREHOLDERS’ EQUITY

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.

STONEBRIDGE ACQUISITION II CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

Statements of Operations

three months ended

September 30,

three months ended

September 30,

nine months ended

September 30,

June 19, 2024

(inception) through

September 30,

OPERATING EXPENSES

General and administrative

Total expenses

General and administrative expenses

Interest income

Total other income

Weighted average shares outstanding, basic and diluted (1)(2)

Basic and diluted net loss per share

This number excludes an aggregate of up to 250,000 ordinary shares subject to forfeiture if the overallotment option is not exercised

in full or in part by the underwriter.

On October 1, 2025, the underwriter exercised the over-allotment option in full as part of the

closing of the Initial Public Offering.

As such, the 250,000 Founder Shares are no longer subject to forfeiture (Note 5).

As of September 30, 2024, the number excludes an aggregate of up to 750,000 ordinary shares subject to forfeiture if the overallotment option is not exercised in full or in part by the underwriter (see Note 5).

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

Interest income on investments in Trust Account

Dividend income on investments in Trust Account

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

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

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

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.

STONEBRIDGE ACQUISITION II CORPORATION

CONDENSED STATEMENTS OF CHANGES IN

SHAREHOLDERS’ (DEFICIT) EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)

SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Ordinary Shares

Shareholders’

Balance as of January 1, 2026

Remeasurement for Class A ordinary shares to redemption value

Net income for the period

Balance as of March 31, 2026

Balance as of June 30, 2025

Balance as of September 30, 2025

This number includes an aggregate of up to 250,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised

in full or in part by the underwriter.

On October 1, 2025, the underwriter exercised the over-allotment option in full as part of the

closing of the Initial Public Offering.

As such, the 250,000 Founder Shares are no longer subject to forfeiture (Note 5).

On April 21, 2025, the Sponsor surrendered 3,833,333 Founder Shares for no consideration.

FOR THE PERIOD JUNE 19, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Ordinary shares

Shareholders’

Balance June 19, 2024 (Inception)

Issuance of ordinary shares to Sponsor (1)

Balance as of June 30, 2024

Balance as of September 30, 2024

Includes an aggregate of up to 750,000 Class B ordinary shares, $0.0001 par value subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter.

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

Balance as of January 1, 2025 (1)(2)

Balance as of March 31, 2025 (2)

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.

STONEBRIDGE ACQUISITION II CORPORATION

Statements of Cash Flows

nine months ended

September 30,

period June 19,

(inception) through

September 30,

Adjustments to reconcile net loss to net cash provided by

(used in) operating activities:

three months ended

Cash Flows from Operating Activities:

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

Dividend income on Investments Held in Trust Account

Changes in operating assets and liabilities:

Prepaid Expense

Accounts payable

Net cash flows

provided by (used in) operating activities

Proceeds from issuance of Class B ordinary shares to Sponsor

Proceeds from issuance of promissory note to related party

Due to related parties

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 (used in) provided by financing activities

Net cash flows provided by investing activities

NET CHANGE IN CASH

3 unchanged sentences

Payment of deferred offering costs by note payable - related party

Deferred offering costs included in accrued offering costs

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

The accompanying notes are an integral part of

these condensed financial statements.

STONEBRIDGE ACQUISITION II CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (UNAUDITED)

NOTES TO CONDENSED FINANCIAL STATEMENTS

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 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 selected any Business Combination target, and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target with respect to the Business Combination.

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.

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.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

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

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

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

The registration statement for the Company’s Initial Public Offering was declared effective on September 30, 2025.

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 includes the full exercise by the underwriter of its over-allotment option in the amount of 750,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 57,500,000 .

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

In conjunction with the Initial Public Offering and exercise of over-allotment option, the Company issued to the underwriter 230,000 Class A ordinary shares for no consideration (the “Representative Shares”).

The fair value of the Representative Shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”) is included in the offering costs.

The Company’s Business Combination must be

with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account

(as defined below) (excluding taxes payable on the interest earned on the funds held in the Trust Account) at the time of the signing

an agreement to enter into a Business Combination.

The board of directors of the Company will make the determination as to the fair market

value of the initial Business Combination.

If the board of directors is not able to independently determine the fair market value of

the initial Business Combination, the Company will obtain an opinion from an independent investment banking firm or another independent

entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.

There is no assurance that the Company

will be able to successfully effect 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.

will only complete a Business Combination if the post-Business Combination company owns or acquires 50 %

or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business

sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

Upon the closing of the Initial Public Offering, management has agreed that $50,000,000 (or $57,500,000 if the underwriter exercises its

over-allotment option in full) of the proceeds of the Initial Public Offering and sale of the Private Placement Units will be held in

a trust account (“Trust Account”) and invested or held in either (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 Investment Company Act which invest

solely in direct U.S.

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

a bank, as determined by the Company, until 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 shareholders, as described below.

No later than 24 months after the closing of

the Initial Public Offering, the amounts held in the Trust Account will be held as cash or cash items, including in demand deposit accounts.

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 will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

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.

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.

In conjunction with the Initial Public Offering and exercise of over-allotment option, the Company issued to the underwriter 230,000 Class A ordinary shares as partial consideration for its services as underwriter in the Initial Public Offering (the “Representative Shares”).

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 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.

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to successfully effect a Business Combination.

In connection with the closing of the Initial Public Offering and the Private Placement, the Company deposited $ 57,500,000 of the proceeds of the Initial Public Offering and the Private Placement in a trust account (“Trust Account”) and has invested or held such proceeds held in the Trust Account in either (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 Investment Company Act which invest solely in direct U.S.

government treasury obligations, (ii) uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until 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 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 the 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 U.S.

Securities and Exchange Commission

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

1 unchanged sentence

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 an Initial 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 the 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 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 to complete a Business Combination) (such 18-month period, as may be extended to 24 months, the “Combination Period”).

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 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 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 $ 500,000 , or up to $575,000 if the underwriter’s over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline, for each three month extension (or up to an aggregate of $ 1,000,000 (or $1,150,000 if the underwriter’s over-allotment option is exercised in full), 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.

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.

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.

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 Combination Period, 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 Combination Period.

However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes.

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.

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

1 unchanged sentence

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

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.

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

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.

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.

In addition, tensions in the Middle East have increased significantly due to the escalation of the Israel-Hamas conflict and the subsequent expansion of hostilities involving Iran, Israel, the United States and other regional actors.

Military operations, retaliatory strikes and related security incidents have occurred across several countries in the region, including attacks on military installations, energy infrastructure and shipping routes in the Persian Gulf and surrounding areas.

These developments have contributed to heightened geopolitical tensions, disruptions to global shipping and energy markets, and increased volatility in commodity prices and financial markets.

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

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

Although the length and impact of these conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions, disruptions to global energy and shipping routes, and increased cyber-attacks against U.S.

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

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.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance 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 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.

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.

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

1 unchanged sentence

The accompanying unaudited condensed financial

statements should be read in conjunction with the Company’s audited financial statements as of December 31, 2024 and for the period

from June 19, 2024 (inception) through December 31, 2024, included in the Company’s Registration Statement on Form S-1 filed with

the SEC on May 5, 2025, as well as the Company’s audited balance sheet as of October 1, 2025, included in the Company’s Current

Report on Form 8-K filed with the SEC on October 7, 2025.

The interim results for the three and nine months ended September 30,

2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

The Company’s liquidity needs up to October 1, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 800,000 (see Note 5).

As of September 30, 2025, the Company had a cash balance of $ 1,791 and working capital deficit of $ 486,175 .

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company 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 Placement Units.

As of September 30, 2025, the Company had no borrowings under the Working Capital Loans.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements- Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business.

However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

Management has determined that post the closing of the Initial Public Offering and sale of the private placement, the Company has sufficient funds to finance the working capital needs of the Company and that the Company would be able to continue as a going concern for the following twelve months from the issuance of the unaudited condensed financial statements

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.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Further, Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

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

This may make comparison of the Company’s 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.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the 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 period.

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

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 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.

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.

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 $ 1,791 and $ 1,908 cash and no cash equivalents as of September 30, 2025, and December 31, 2024, respectively.

Deferred Offering Costs

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.

Investment in Trust Account

In connection with the closing of the Company’s Initial Public Offering and Private Placement, the Company deposited $ 57,500,000 of the proceeds from the Initial Public Offering and Private Placement into the Trust Account.

The funds held in the Trust Account may be invested only in U.S.

government treasury obligations with a maturity of 185 days or less, money market funds meeting the conditions of Rule 2a-7 under the Investment Company Act that invest solely in direct U.S.

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.

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.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — Expenses of Offering.

Deferred offering costs consist of legal and other costs (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the Initial Public Offering and that will be charged to shareholder’s equity upon the completion of the Initial Public Offering.

Should the Initial Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.

Deferred offering costs consist of legal and other costs (including underwriting discounts and commissions) that were incurred in connection with the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering.

Fair Value of Financial Instruments

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

The carrying amounts reported in the balance sheet for cash and cash equivalents and promissory note - related party each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest.

Fair Value Measurements

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

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.

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

4 unchanged sentences

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Concentration of Credit Risk

1 unchanged sentence

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Ordinary shares subject to possible redemption

The Company will account for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480).

Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) will be classified as temporary equity.

At all other times, ordinary shares will be classified as stockholders’ equity.

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

Net Loss Per Class B Ordinary Share

Net loss per Class B ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 250,000 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriter (see Note 5).

At September 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted loss per Class B ordinary share is the same as basic loss per Class B ordinary share for the period presented.

Schedule of basic and diluted net loss per share

Class A Ordinary shares subject to possible redemption

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

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.

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

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

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions.

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.

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.

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

Three Months Ended

September 30,

nine months ended

September 30,

Basic and diluted net loss per ordinary share:

Allocation of net loss, as adjusted

Basic and diluted weighted average ordinary shares outstanding

Basic and dilution net loss per ordinary share

March 31, 2026

Three Months Ended

September 30,

period June 19, 2024

(inception) through

September 30,

Basic and diluted net loss per ordinary share:

Allocation of net loss, as adjusted

Non-redeemable

Basic and diluted net income per ordinary shares:

Allocation of net income, basic and diluted

Basic and diluted weighted average ordinary shares outstanding

Basic and dilution net loss per ordinary share

Basic and diluted net income per ordinary share

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

4 unchanged sentences

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction.

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

As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

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

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

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction.

The Company may be subject to potential examination by taxing authorities in the areas of income taxes.

These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

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.

Derivative Financial Instruments

3 unchanged sentences

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 is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Initial Public Offering.

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”.

1 unchanged sentence

Recent Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures’.

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07 on June 19, 2024, date of incorporation.

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

Related parties

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

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering on October 1, 2025, the Company sold 5,750,000 Units, which includes 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, par value $0.0001 per 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.

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

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

as the Company operates as a single reportable segment, adoption had no material impact.

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.

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.

NOTE 4 — PRIVATE PLACEMENT

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 .

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 Combination Period

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 Combination Period, 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

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;

1 unchanged sentence

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

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

Founder Shares

On August 27, 2024, the Sponsor paid $ 25,000 ,

or approximately $0.004 per share, to cover certain of the Company’s Initial Public Offering costs in exchange for 5,750,000

Founder Shares (up to 750,000

of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option in the Initial

Public Offering was exercised).

Subsequently, in connection with a reduction in the size of the Initial Public Offering, on

April 21, 2025, the 5,750,000

Founder Shares owned by the Sponsor was adjusted, for no additional consideration, to 1,916,667

Founder Shares (up to 250,000

of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option in the Initial

Public Offering was exercised).

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

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.

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 Company’s

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

On August 27, 2024, the Sponsor paid $ 25,000 , or approximately $0.004 per share, to cover certain of the Company’s Initial Public Offering costs in exchange for 5,750,000 Class B ordinary shares (“Founder Shares”) (up to 750,000 of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option in the Initial Public Offering was exercised).

Subsequently, in connection with a reduction in the size of the Initial Public Offering, on April 21, 2025, the 5,750,000 Founder Shares owned by the Sponsor was adjusted, for no additional consideration, to 1,916,667 Founder Shares (up to 250,000 of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option in the Initial Public Offering was exercised).

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.

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:

(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.

Promissory Note — Related Party

The Sponsor had agreed to loan the Company an aggregate of up to $ 800,000 to be used for a portion of the expenses of the Initial Public Offering.

The loan was non-interest bearing and unsecured.

The promissory note was payable on the earlier of December 31, 2025, or the date on which the Company consummates an initial public offering of its securities from amounts available for working capital or from the net proceeds of the Initial Public Offering and the sale of the Private Placement Units not held in the Trust Account.

As of September 30, 2025, the Company had borrowed $ 172,272 under the promissory note and $ 172,250 was adjusted against the risk capital on October 1, 2025.

Borrowings under the note are no longer available.

Promissory Note - Sponsor

On August 1, 2024, the Company entered into a promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $ 300,000 to fund costs incurred in connection with the Company’s formation and its initial public offering.

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.

Due to related parties

In October 2025, in connection with the Private Placement, certain Founder Shares were purchased by third-party investors from the Company following the forfeiture of such shares by the Sponsor.

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.

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.

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

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,

Related Party Loans

5 unchanged sentences

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 Placement Units.

As of September 30, 2025, and December 31, 2024, there are no Working Capital Loans outstanding.

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.

NOTE 6 — COMMITMENTS

Registration Rights

The holders of the (i) Founder Shares, (ii) Private

Placement Units, which will be issued in a private placement simultaneously with the closing of the Initial Public Offering, Class A ordinary

shares underlying such Private Placement Units, and the Class A ordinary shares underlying the units that may be issued upon conversion

of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or

on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the

Founder Shares, only after conversion to the Company’s 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.

In addition, the holders

will have certain piggy-back registration rights with respect to registration statements filed subsequent to the Company’s completion

of its initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415

under the Securities Act.

However, the registration rights agreement will provide that the Company will not be required to effect or permit

any registration or cause any registration statement to become effective until termination of the applicable lock-up period.

The registration

rights agreement will not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

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

In addition, the holders will have certain piggy-back registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period.

The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

The Company bears the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company will grant 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 the underwriting commissions.

The underwriters is entitled to a cash underwriting discount of $0.05 per Unit, or 0.50%, or $250,000 in the aggregate (or $287,500 in the aggregate if the underwriter’s over-allotment option is exercised in full), payable upon the closing of the Initial Public Offering.) In addition, the underwriter or its designees will receive an aggregate of 200,000 Class A ordinary shares (or 230,000 Class A ordinary shares if the underwriter’s over-allotment option is exercised in full).

The registration statement registering the Units in the Initial Public Offering also registers 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 Initial Public Offering, as an advance against out-of-pocket accountable expenses actually anticipated to be incurred by the underwriter, which is reimbursable to the extent not actually incurred, and the Company has 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 will be 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

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 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.

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).

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.

More specifically, the right holder will be required to indicate his, her or its election to convert the rights into underlying shares as well as to return the original rights certificates to the Company.

9 unchanged sentences

Accordingly, the rights may expire worthless.

Although a company incorporated in the Cayman

Islands may issue fractional shares, it is not the Company’s intention to issue any fractional shares upon conversions of the rights.

In the event that any holder would otherwise be entitled to any fractional share upon exchange of his, her or its rights, the Company

will reserve the option, to the fullest extent permitted by the Amended and Restated Memorandum and Articles of association, the Companies

Act (Revised) of the Cayman Islands and other applicable law, to deal with any such fractional entitlement at the relevant time as the

Company sees fit, which would include the rounding down of any entitlement to receive ordinary shares to the nearest whole share (and

in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without

any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder

is entitled to receive a whole number.

Any rounding down and extinguishment may be done with or without any in lieu cash payment or other

compensation being made to the holder of the relevant rights, such that value received on exchange of the rights may be considered less

than the value that the holder would otherwise expect to receive.

All holders of rights shall be treated in the same manner with respect

to the issuance of shares upon conversions of the rights.

Although a company incorporated in the Cayman Islands may issue fractional shares, it is not the Company’s intention to issue any fractional shares upon conversions of the rights.

In the event that any holder would otherwise be entitled to any fractional share upon exchange of his, her or its rights, the Company will reserve the option, to the fullest extent permitted by the amended and restated memorandum and articles of association, the Companies Act and other applicable law, to deal with any such fractional entitlement at the relevant time as the Company sees fit, which would include the rounding down of any entitlement to receive ordinary shares to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number.

Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant rights, such that value received on exchange of the rights may be considered less than the value that the holder would otherwise expect to receive.

All holders of rights shall be treated in the same manner with respect to the issuance of shares upon conversions of the rights.

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.

Risks and Uncertainties

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

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

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

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

Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, 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.

As of March 31, 2026, and December 31,

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

5,750,000 rights outstanding, respectively.

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

At March 31, 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.

At September 30, 2025, and December 31, 2024, there were no Class A ordinary shares issued or outstanding.

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.

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.

At September 30, 2025 and December 31, 2024, there were 1,966,667 1,916,667 Class B ordinary shares issued and outstanding (see Note 5), of which an aggregate of up to 250,000 shares are subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised so that the number of Founder Shares will equal 25% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering.

As of March 31, 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.

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

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 Initial Public Offering.

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

NOTE 8 — SEGMENT INFORMATION

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.

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

Operating segments are defined as components of an enterprise 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.

4 unchanged sentences

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 information

Schedule of Segment Reporting

three months ended

September 30,

nine months ended

September 30,

General and administrative expenses

three months ended

September 30,

June 19, 2024

(Inception) through

September 30,

Investments held in trust account

General and administrative expenses

The key measures of segment profit or loss reviewed

by the CODM are general and administrative expenses.

General and administrative expenses are reviewed and monitored by the CODM to manage

and forecast cash to ensure enough capital is available to complete an Initial Public Offering and eventually a Business Combination within

the Combination Period.

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

statements of operations and described within their respective disclosures.

Interest income

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.

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.

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:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

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

Investments held in Trust Account

December 31, 2025

Investments held in Trust Account

The fair value of the Public Rights issued in the Initial Public Offering is $ 1,035,000 , or $ 0.18 per Public Right.

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

Expected term to De-SPAC (Years)

Probability of De-SPAC and instrument-specific market adjustment

Risk-free rate (continuous)

Implied share price

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were issued.

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

On October 1, 2025, the Company consummated the Initial Public Offering of 5,750,000 units which includes the full exercise by the underwriter of the over-allotment option in the amount of 750,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 57,500,000 .

Simultaneously with the consummation of the Initial Public Offering and exercise of over-allotment option, the Company consummated the Private Placement of 153,750 units to the Sponsor and certain investors, at a price of $ 10.00 per Private Placement Unit, generating total proceeds of $ 1,537,500 .

In connection with the closing of the Initial Public Offering and the over-allotment option, the underwriter was paid a cash underwriting discount of $ 287,500 .

In addition, the underwriter received 230,000 Class A ordinary shares for no consideration (the “Representative Shares”) with the closing of the Initial Public Offering and the over-allotment option, with such Units restricted from sale until the closing of the Initial Business Combination.

On October 1, 2025, the Company adjusted $ 172,250 against the balance drawn on the promissory note totaling $ 172,272 .

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 Securities

Exchange Act of 1934, as amended, or 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,” “estimates,” “expects,” “intends,” “may,” “plans,”

“projects,” “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 final prospectus dated September 30, 2025 filed

with the U.S.

Securities and Exchange Commission, or the SEC, on October 1, 2025, or the Prospectus, and in any subsequent filings

we make with the SEC.

we operate in a very competitive and rapidly changing environment.

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.

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.

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

Moreover, we operate in a very competitive and rapidly changing environment.

New risks emerge from time to time.

It is not possible for our management

to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of

factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.

these risks, uncertainties and assumptions, the future events and trends discussed in this Report may not occur and actual results could

differ materially and adversely from those anticipated or implied in the forward-looking statements.

we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels

of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur.

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

It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.

In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur.

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.

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