What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-08 · 99 added, 157 removed, 460 unchanged (36% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current assets

$ 1,764,859 $ —

Prepaid expenses

3 unchanged sentences

Cash held in Trust Account

234,944,821 —

$ 236,897,701 $ 429,691

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

1 unchanged sentence

Accrued expenses

$ 72,960 $ 23,000

Accrued offering costs

75,000 268,358

Due to related party

1 unchanged sentence

Total current liabilities

159,120 483,391

Deferred underwriting fee payable

TOTAL LIABILITIES

8,209,120 483,391

Commitments and Contingencies (Note 6)

Ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.21 per share as of June 30, 2025 and none at December 31, 2024

234,944,821 —

Ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.33 per share as of September 30, 2025 and none at December 31, 2024

SHAREHOLDERS ’ DEFICIT

4 unchanged sentences

400,000,000 shares authorized;

6,590,000 and 5,750,000 shares issued and outstanding (excluding 23,000,000 and 0 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024, respectively (1)

6,590,000 and 5,750,000 shares issued and outstanding (excluding 23,000,000 and 0 shares subject to possible redemption) as of September 30, 2025 and December 31, 2024, respectively ( 1 )

Additional paid-in capital

Accumulated deficit

( 6,256,899 ) ( 78,700 )

TOTAL SHAREHOLDERS ’ DEFICIT

( 6,256,240 ) ( 53,700 )

TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS ’ DEFICIT

$ 236,897,701 $ 429,691

As of December 31, 2024, included an aggregate of up to 750,000 ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5).

4 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

For the Three

For the Period

from June 7, 2024

Through June 30,

Three Months Ended

September 30,

General and administrative expenses

$ 130,359 $ 277,020 42,700

Loss from operations

( 130,358 ) ( 277,020 ) ( 42,700 )

Other income:

Interest earned on cash in bank account

Interest earned on cash held in Trust Account

2,488,937 3,794,821 —

Total other income

2,488,937 3,794,821 —

Net income (loss)

$ 2,358,578 $ 3,517,801 ( 42,700 )

Basic and diluted weighted average shares outstanding, redeemable ordinary shares

23,000,000 17,535,912 —

Basic and diluted net income per share, redeemable ordinary shares

$ 0.08 $ 0.15 —

Basic weighted average shares outstanding, non-redeemable ordinary shares (1)

6,590,000 6,212,265 5,000,000

Basic net income (loss) per share, non-redeemable ordinary shares

$ 0.08 $ 0.15 ( 0.01 )

Diluted weighted average shares outstanding, non-redeemable ordinary shares (1)

6,590,000 6,386,298 5,000,000

Diluted net income (loss) per share, non-redeemable ordinary shares

$ 0.08 $ 0.15 ( 0.01 )

Prior to the Company’s Initial Public Offering, the ordinary shares excluded an aggregate of up to 750,000 ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5).

4 unchanged sentences

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS ’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Ordinary Shares (1)

1 unchanged sentence

Balance — January 1, 2025

5,750,000 $ 575 $ 24,425 $ ( 78,700 ) $ ( 53,700 )

Sale of 840,0000 private placement units

840,000 84 8,399,916 — 8,400,000

Fair value of Public Warrants at issuance

— — 1,725,000 — 1,725,000

Allocated value of transaction costs to warrants and private placement units

— — ( 117,194 ) — ( 117,194 )

Accretion of ordinary shares subject to possible redemption amount

— — ( 10,032,147 ) ( 7,207,063 ) ( 17,239,210 )

— — — 1,159,223 1,159,223

Balance – March 31, 2025

6,590,000 659 — ( 6,126,540 ) ( 6,125,881 )

Accretion of ordinary shares subject to possible redemption amount

— — — ( 2,488,937 ) ( 2,488,937 )

— — — 2,358,578 2,358,578

Balance – June 30, 2025

6,590,000 $ 659 $ — $ ( 6,256,899 ) $ ( 6,256,240 )

FOR THE PERIOD FROM JUNE 7, 2024 (INCEPTION) THROUGH JUNE 30, 2024

Accretion of ordinary shares subject to possible redemption amount

Balance – September 30, 2025

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024, AND FOR THE PERIOD FROM JUNE 7, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

Ordinary Shares (1)

Shareholders’

Balance — June 7, 2024

— $ — $ — $ — $ —

Shareholder’s

Equity (Deficit)

Balance – June 7, 2024 (inception)

Issuance of ordinary shares

5,750,000 575 24,425 — 25,000

— — — ( 42,700 ) ( 42,700 )

Balance – June 30, 2024

5,750,000 $ 575 $ 24,425 $ ( 42,700 ) $ ( 17,700 )

Balance – September 30, 2024

4 unchanged sentences

CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

For the Period from

Through June 30,

Through September 30,

Cash Flows from Operating Activities:

Net income (loss)

$ 3,517,801 $ ( 42,700 )

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

1 unchanged sentence

Interest earned on cash held in Trust Account

( 3,794,821 ) —

General and administrative expenses paid by related parties

General and administrative expenses paid through promissory note – related party

51,600 15,420

Changes in operating assets and liabilities:

Prepaid expenses

( 134,375 ) —

Accrued expenses

49,960 23,400

Prepaid insurance

Net cash used in operating activities

( 349,395 ) —

Cash Flows from Investing Activities:

5 unchanged sentences

Proceeds from sale of Units, net of underwriting discounts paid

225,400,000 —

Proceeds from sale of Private Placement Units

2 unchanged sentences

Repayment of promissory note – related party

( 290,000 ) —

Payment of offering costs

( 283,747 ) —

Net cash provided by financing activities

233,264,254 —

Net Change in Cash

1 unchanged sentence

Cash – End of period

$ 1,764,859 $ —

Non-Cash investing and financing activities:

Offering costs included in accrued offering costs

$ 75,000 $ 2,595

Deferred offering costs paid by Sponsor in exchange for issuance of Founder Shares

Deferred offering costs paid through promissory note – related party

$ 5,440 $ 25,000

Prepaid services contributed by Sponsor in exchange for issuance of Class B ordinary shares

Deferred underwriting fee payable

$ 8,050,000 $ —

Deferred offering costs included in accrued offering costs

Deferred offering costs paid through prepaid expenses

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

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

5 unchanged sentences

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

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

All activity for the period from June 7, 2024 ( inception) through June 30, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

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

All activity for the period from June 7, 2024 (inception) through September 30, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

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

12 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Following the closing of the Initial Public Offering, on February 12, 2025, an amount of $ 231,150,000 ($ 10.05 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Units was held in a trust account (“Trust Account”), located in the United States and invested only in U.S.

22 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Completion Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

7 unchanged sentences

Liquidity and Capital Resources

As of June 30, 2025, the Company had cash of $ 1,764,859 .

As of September 30, 2025, the Company had cash of $ 1,409,116 .

The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required.

13 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on February 11, 2025, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on February 19, 2025.

The interim results for the three and six months ended June 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 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.

Emerging Growth Company

6 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Use of Estimates

5 unchanged sentences

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 $ 1,764,859 and $ 0 in cash as of June 30, 2025 and December 31, 2024, respectively, and no cash equivalents as of such dates.

The Company had $ 1,409,116 and $ 0 in cash as of September 30, 2025 and December 31, 2024, respectively, and no cash equivalents as of such dates.

Cash Held in Trust Account

As of June 30, 2025, the assets held in the Trust Account, amounting to $ 234,944,821 , were held in demand deposit.

As of September 30, 2025, the assets held in the Trust Account, amounting to $ 237,491,299 , were held in a demand deposit account.

As of December 31, 2024, there were no funds deposited in the Trust Account.

12 unchanged sentences

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ARCHIMEDES TECH SPAC PARTNERS II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

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.

2 unchanged sentences

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

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

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

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.

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

ARCHIMEDES TECH SPAC PARTNERS II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Net Income (Loss) per Ordinary Share

3 unchanged sentences

The calculation of diluted net income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants are contingent upon the occurrence of future events.

As of June 30, 2025, the warrants are exercisable to purchase 11,920,000 ordinary shares.

As of September 30, 2025, the warrants are exercisable to purchase 11,920,000 ordinary shares.

The weighted average of these shares was excluded from the calculation of diluted net income (loss) per ordinary share since the inclusion of such warrants would be anti-dilutive.

2 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Basic net income per share:

Allocation of net income

$ 1,833,298 $ 525,280 $ 2,597,582 $ 920,219

Ended September 30,

For the Nine Months Ended

September 30,

For the Period from June 7,

2024 (Inception) Through

September 30,

Basic net income (loss) per share:

Allocation of net income (loss)

Basic weighted-average shares outstanding

23,000,000 6,590,000 17,535,912 6,212,265

Basic net income per ordinary share

$ 0.08 $ 0.08 $ 0.15 $ 0.15

Basic net income (loss) per ordinary share

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Diluted net income per share:

Allocation of net income

$ 1,833,298 $ 525,280 $ 2,578,685 $ 939,116

Diluted weighted-average shares outstanding

23,000,000 6,590,000 17,535,912 6,386,298

Diluted net income per ordinary share

$ 0.08 $ 0.08 $ 0.15 $ 0.15

Ended September 30,

For the Nine Months Ended

September 30,

For the Period from June 7,

2024 (Inception) Through

June 30, 2024

Basic and diluted net loss per share:

Allocation of net loss

$ — $ ( 42,700 )

Basic and diluted weighted-average shares outstanding

Basic and diluted net loss per ordinary share

$ — $ ( 0.01 )

September 30,

Diluted net income (loss) per share:

Allocation of net income (loss)

Diluted weighted-average shares outstanding

Diluted net income (loss) per ordinary share

ARCHIMEDES TECH SPAC PARTNERS II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Fair Value of Financial Instruments

14 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

The fair value of the Public Warrants is $ 1,725,000 , or $ 0.15 per Public Warrant.

SEPTEMBER 30, 2025

The fair value of the Public Warrants was $ 1,725,000 , or $ 0.15 per Public Warrant.

The fair value of Public Warrants was determined using Monte Carlo Simulation Model.

14 unchanged sentences

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

Accordingly, as of June 30, 2025, the ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

As of June 30, 2025, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Accordingly, as of September 30, 2025, the ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

As of September 30, 2025, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds

$ 230,000,000

Proceeds allocated to Public Warrants

( 1,725,000 )

Ordinary shares issuance costs

( 13,058,326 )

Accretion of carrying value to redemption value

Ordinary shares subject to possible redemption, June 30, 2025

$ 234,944,821

Ordinary shares subject to possible redemption, September 30, 2025

Recent Accounting Standards

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

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

ARCHIMEDES TECH SPAC PARTNERS II CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

NOTE 3 — INITIAL PUBLIC OFFERING

18 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Promissory Note — Related Party

1 unchanged sentence

The Promissory Note was non-interest bearing and payable on the earlier of (i) March 31, 2025 or (ii) the consummation of the Initial Public Offering or (iii) the date on which the Company determines to not proceed with the Initial Public Offering.

As of June 30, 2025 and December 31, 2024, the Company had $ 0 and $ 192,033 outstanding under the Promissory Note, respectively.

As of September 30, 2025 and December 31, 2024, the Company had $ 0 and $ 192,033 outstanding under the Promissory Note, respectively.

Simultaneously with the closing of the Initial Public Offering, the Company repaid the outstanding borrowings under the Promissory Note.

3 unchanged sentences

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

For the three and six months ended June 30, 2025, the Company incurred $ 30,000 and $ 46,786 in fees for these services, respectively, $ 20,000 of which remains unpaid and included in accrued expenses line in the accompanying condensed balance sheets.

For the period from June 7, 2024 ( inception) through June 30, 2024, the Company did not incur any fees for these services.

For the three and nine months ended September 30, 2025, the Company incurred $ 30,000 and $ 76,786 in fees for these services, respectively, all of which were paid as of September 30, 2025.

For the period from June 7, 2024 (inception) through September 30, 2024, the Company did not incur any fees for these services.

Working Capital Loans

6 unchanged sentences

The units would be identical to the Private Placement Units.

As of June 30, 2025 and December 31, 2024, no Working Capital Loans were outstanding.

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

NOTE 6 — COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

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 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.

13 unchanged sentences

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.

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

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

Ordinary Shares — The Company is authorized to issue 400,000,000 ordinary shares with a par value of $ 0.0001 per share.

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

As of June 30, 2025 and December 31, 2024, there were 6,590,000 and 5,750,000 ordinary shares issued and outstanding, excluding the 23,000,000 and 0 ordinary shares subject to possible redemption, respectively.

Warrants — As of June 30, 2025, there were 11,920,000 warrants outstanding, including 11,500,000 Public Warrants and 420,000 Private Placement Warrants.

As of September 30, 2025 and December 31, 2024, there were 6,590,000 and 5,750,000 ordinary shares issued and outstanding, excluding the 23,000,000 and 0 ordinary shares subject to possible redemption, respectively.

Warrants — As of September 30, 2025, there were 11,920,000 warrants outstanding, including 11,500,000 Public Warrants and 420,000 Private Placement Warrants.

There are no warrants issued or outstanding as of December 31, 2024.

5 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

The Company will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration.

15 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, subject to certain limited exceptions.

4 unchanged sentences

Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss.

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

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss.

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

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

$ 1,764,859 $ —

September 30,

Cash held in Trust Account

$ 234,944,821 $ —

For The Three

June 30, 2025

For the Period from June

7, 2024 (Inception)

Through June 30, 2024

For the three months ended

September 30,

For the Period

September 30,

General and administrative expenses

$ 130,358 $ 277,020 $ 42,700

Interest earned on cash in bank account

Interest earned on cash held in Trust Account

$ 2,488,937 $ 3,794,821 $ —

The CODM reviews interest earned on 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 business 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.

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

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

Interest earned on cash in bank account and 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 business combination period.

The CODM also reviews the interest earned on cash in bank account and general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

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

SUBSEQUENT EVENTS

51 unchanged sentences

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

Our only activities from inception through June 30, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for an initial business combination.

Our only activities from inception through September 30, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for an initial business combination.

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

1 unchanged sentence

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2025, we had a net income of $2,358,579, which consists of interest income on cash held in the trust account of $2,488,937, offset by general and administrative expenses of $130,358.

For the six months ended June 30, 2025, we had a net income of $3,517,801, which consists of interest income on cash held in the trust account of $3,794,821, offset by general and administrative expenses of $277,020.

For the period from June 7, 2024 (inception) through June 30, 2024, we had a net loss of $42,700, which consists of general and administrative expenses.

For the three months ended September 30, 2025, we had a net income of $2,403,801, which consists of interest earned on cash held in trust account of $2,546,478, interest earned on cash in bank account of $17,165, offset by general and administrative expenses of $159,842.

For the nine months ended September 30, 2025, we had a net income of $5,921,602, which consists of interest earned on cash held in trust account of $6,341,299, interest earned on cash in bank account of $47,602, offset by general and administrative expenses of $467,299.

For the three months ended September 30, 2024 and the period from June 7, 2024 (inception) through September 30, 2024, we had a net loss of $13,000 and $55,700, respectively, which consists of general and administrative expenses.

Liquidity and Capital Resources

5 unchanged sentences

We incurred $13,175,520 in transaction costs, consisting of $4,600,000 of cash underwriting fee, $8,050,000 of deferred underwriting fee and $525,520 of other offering costs.

For the six months ended June 30, 2025, cash used in operating activities was $349,395.

Net income of $3,517,801 was reduced by the interest earned on cash held in trust account of $3,794,821, and increased by the general and administrative expenses paid through promissory note – related party of $51,600 and general and administrative expenses paid by related parties of $14,086.

For the nine months ended September 30, 2025, cash used in operating activities was $693,978.

Net income of $5,921,602 was reduced by the interest earned on cash held in the trust account of $6,341,299, and increased by the general and administrative expenses paid through promissory note – related party of $51,600 and general and administrative expenses paid by related parties of $15,363 .

Changes in operating assets and liabilities used $341,244 of cash for operating activities.

For the period from June 7, 2024 (inception) through June 30, 2024, cash used in operating activities was $0.

Net loss of $42,700 was increased by the general and administrative expenses paid by Sponsor in exchange for issuance of Founder Shares of $3,880, and increased by the general and administrative expenses paid through promissory note – related party of $15,420.

For the period from June 7, 2024 (inception) through September 30, 2024, cash used in operating activities was $0.

Net loss of $55,700 was increased by the general and administrative expenses paid by the sponsor in exchange for issuance of Founder Shares of $3,880, and increased by the general and administrative expenses paid through promissory note – related party of $38,820 .

Changes in operating assets and liabilities provided $13,000 of cash for operating activities.

As of June 30, 2025, we had cash held in the trust account of $234,944,821 to be invested only in U.S.

As of September 30, 2025, we had cash held in the trust account of $237,491,299 to be invested only in 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 only in direct U.S.

3 unchanged sentences

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

As of June 30, 2025, we had cash of $1,764,859.

As of September 30, 2025, we had cash of $1,409,116.

We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.

8 unchanged sentences

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025.

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

10 unchanged sentences

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

As of June 30, 2025, we did not have any critical accounting estimates to be disclosed.

As of September 30, 2025, we did not have any critical accounting estimates to be disclosed.

Quantitative and Qualitative Disclosures About Market Risk.

1 unchanged sentence

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