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Item 1. Financial Statements

2025-11-05 compared with 2025-09-03 · 345 added, 769 removed, 111 unchanged (91% of the section changed)

1 unchanged sentence

BORAL ARC ACQUISITION I CORP.

offering costs

AND SHAREHOLDERS’ DEFICIT

note – related party

BALANCE SHEET

September 30,

Prepaid Expenses

Total Current Assets

Cash held in Trust Account

Liabilities and Shareholders’ Equity

Current Liabilities

and Contingencies

Shareholder’s

shares, $ 0.0001 par value;

Accrued Offering Costs

Accrued expenses

Total Current Liabilities

Total Liabilities

Commitments and Contingencies (Note 6)

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

500,000,000 shares authorized;

none issued or outstanding

A ordinary shares, $ 0.0001 par value;

28,000,000 shares issued and outstanding, at redemption value of $ 10.07

Shareholders’ Equity

Preferred shares, $ 0.0001 par value;

5,000,000 shares authorized;

none issued or outstanding

B ordinary Shares, $ 0.0001 par value;

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

1,200,000 issued and outstanding (excluding 28,000,000 shares subject to redemption)

Class B ordinary Shares, $ 0.0001 par value;

50,000,000 shares authorized;

12,000,000 issued and outstanding (1)

paid-in capital

Shareholder’s Deficit

Liabilities and Shareholder’s Deficit

an aggregate of 1,607,143 Ordinary Shares subject to forfeiture to the extent that the underwriters’

over-allotment is not exercised in full or in part.

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

Additional paid-in capital

Retained earnings

Total Shareholders’ Equity

Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Equity

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

BORAL ARC ACQUISITION I CORP.

OF OPERATIONS

STATEMENTS OF OPERATIONS

three months ended

September 30,

March 20, 2025

(Inception) through

and operating costs

average shares outstanding, basic and diluted (1)

and diluted net income per share

an aggregate of 1,607,143 Ordinary Shares subject to forfeiture to the extent that the underwriters’

over-allotment is not exercised in full or in part.

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

September 30,

Formation and operating costs

Other income:

Interest income on cash held in trust account

Total other income

Weighted average shares of Class A ordinary shares outstanding, basic and diluted

Class A ordinary shares - basic and diluted net income per share

Weighted average shares of Class B ordinary shares outstanding, basic and diluted

Class B ordinary shares - basic and diluted net income per share

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

BORAL ARC ACQUISITION I CORP.

OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE PERIOD FROM MARCH 20, 2025 (INCEPTION) THROUGH JUNE 30, 2025

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE PERIOD FROM MARCH 20, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025

Ordinary shares

Shareholder’s

– March 20, 2025 (inception)

B ordinary shares issued to Sponsor (1)

– March 31, 2025

from issuance of Class B ordinary shares to Sponsor

– June 30, 2025

an aggregate of 1,607,143 Ordinary Shares subject to forfeiture to the extent that the underwriters’

over-allotment is not exercised in full or in part.

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

Balance – March 20, 2025 (inception)

Class B ordinary shares issued to Sponsor (1)

Balance – March 31, 2025

Proceeds from issuance of Class B ordinary shares to Sponsor

Balance – June 30, 2025

Sale of Private Units, net of issuance costs

Issuance of Public Warrants, net of issuance costs

Issuance of Representative Shares

Accretion in value of Class A ordinary shares

reverse over-allotment option liability

Forfeiture of founder shares

Adjustment of accrued offering costs

Balance – September 30, 2025

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

BORAL ARC ACQUISITION I CORP.

OF CASH FLOWS

STATEMENT OF CASH FLOWS

March 20, 2025

(inception) through

from Operating Activities:

to reconcile net loss to net cash used in operating activities:

and operating costs paid by Sponsor under Promissory Note – Related Party

cash used in operating activities

from financing activities:

from issuance of Class B ordinary shares to Sponsor

cash provided by financing activities

at the beginning of the period

at the end of the period

disclosure of non-cash financing activities:

offering costs included in promissory note

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

September 30,

Cash flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Payment of expenses through promissory note – related party

Investment income in trust account

Changes in operating assets and liabilities:

Prepaid expenses

Accrued Expenses

Net cash used in operating activities

Cash flows from investing activities:

Investment of cash in Trust Account

( 280,000,000

Net cash used in investing activities

Proceeds from issuance of Class B ordinary shares to Sponsor

Proceeds from sale of Units, net of underwriting discount paid

Proceeds from sale of private placement units

Repayment of promissory note

Payment of offering costs

Net cash provided by financing activities

Net change in cash

Cash at the beginning of the period

Cash at the end of the period

Supplemental disclosure of non-cash financing activities:

Forfeiture of founder shares

Deferred offering costs included accrued offering costs

Re-measurement of ordinary shares subject to redemption

Issuance of representative shares

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

BORAL ARC ACQUISITION I CORP.

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BORAL ARC ACQUISITION I CORP.

(the “Company”) is a blank check company incorporated

in the British Virgin Islands on March 20, 2025.

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”).

While the Company

may pursue an acquisition opportunity in any business, industry, sector or geographical

location, the Company intends to focus on industries that complement our management

team’s background, and to capitalize on the ability of our management team to identify

and acquire a business.

At June 30, 2025, the Company had not yet commenced any operations.

All activity through June 30, 2025 related to the Company’s formation and the Initial Public Offering (as defined below).

The Company will not

generate any operating revenues until after the completion of its initial Business

Combination, at the earliest.

The Company will generate non-operating income in the

form of interest income on cash and cash equivalents from the proceeds derived from

the Initial Public Offering.

(the “Company”) is a blank check company incorporated in the British Virgin Islands on March 20, 2025.

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”).

While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, the Company intends to focus on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business.

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

All activity through September 30, 2025 related to the Company’s formation and the Initial Public Offering (as defined below).

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

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

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

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 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’s sponsor is MFH 1, LLC (the “Sponsor”).

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

On August 1, 2025, the Company consummated its Initial Public Offering of 25,000,000 units (the

“Units” and, with respect to the Class A Ordinary Shares included in the Units being

offered, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 250,000,000

(the “Initial Public Offering”).

The Company granted the underwriter a 45-day option

to purchase up to an additional 3,750,000 Units at the Initial Public Offering price

to cover over-allotments, if any.

As of August 1, 2025, the over-allotment option was not exercised.

Simultaneously with the consummation of the closing of the Offering, the Company consummated

the private placement of an aggregate of 200,000 units (the “Placement Units”) to

the Sponsor at a price of $ 10.00 per Unit, generating gross proceeds of $ 2,000,000

(the “Private Placement”).

On August 1, 2025, the Company consummated its Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A Ordinary Shares included in the Units being offered, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 250,000,000 (the “Initial Public Offering”).

The Company granted the underwriter a 45-day option to purchase up to an additional 3,750,000 Units at the Initial Public Offering price to cover over-allotments, if any.

Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 200,000 units (the “Placement Units”) to the Sponsor at a price of $ 10.00 per Unit, generating gross proceeds of $ 2,000,000 (the “Private Placement”).

(see Note 4).

Transaction costs amounted to $ 3,582,634 , consisting of $ 2,419,400 of the Representative

Shares (discussed in the below) and $ 1,163,234 of other offering costs.

In conjunction with the IPO, the Company issued to the underwriter 1,000,000 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 estimated fair value of the Representative Shares as of

the IPO date totaled $ 2,419,400 .

Following the closing of the Initial Public Offering on August 1, 2025, an amount of $ 250,000,000 ($10.00 per Unit) from the net proceeds of the sale

of the Units in the Initial Public Offering and a portion of the proceeds from the

sale of the Placement Units was placed in a trust account (the “Trust Account”), located

in the United States and held as cash items and will be invested only in U.S.

securities 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, that invest only in direct U.S.

government treasury

the holding of these assets in this form is intended to be temporary

and for the sole purpose of facilitating the intended business combination.

the risk that the Company might be deemed to be an investment company for purposes

of the Investment Company Act, which risk increases the longer that the Company hold

investments in the trust account, the Company may, at any time (based on our management

team’s ongoing assessment of all factors related to our potential status under the Investment

Company Act), instruct the trustee to liquidate the investments held in the trust

account and instead to hold the funds in the trust account in cash or in an interest

bearing demand deposit account at a bank.

On August 11, 2025, the underwriters of the IPO notified the Company of their partial exercise

of the over-allotment option and purchased 3,000,000 additional units (the “Option

Units”) at $ 10.00 per unit upon the closing of the over-allotment option, generating

gross proceeds of $ 30,000,000 .

Transaction costs amounted to $ 3,582,634 , consisting of $ 2,419,400 of the Representative Shares (discussed in the below) and $ 1,163,234 of other offering costs.

In conjunction with the IPO, the Company issued to the underwriter 1,000,000 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 estimated fair value of the Representative Shares as of the IPO date totaled $ 2,419,400 .

Following the closing of the Initial Public Offering on August 1, 2025, an amount of $ 250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and a portion of the proceeds from the sale of the Placement Units was placed in a trust account (the “Trust Account”), located in the United States and held as cash items and will be invested only in U.S.

government securities 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, that invest only in direct U.S.

government treasury obligations;

the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination.

To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company hold investments in the trust account, the Company may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank.

On August 11, 2025, the underwriters of the IPO notified the Company of their partial exercise of the over-allotment option and purchased 3,000,000 additional units (the “Option Units”) at $ 10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of $ 30,000,000 .

The over-allotment option closed on August 13, 2025.

The Company will provide its public shareholders with the opportunity to redeem all

or a portion of their public shares upon the completion of our initial business combination

either (i) in connection with a shareholder meeting called to approve the initial

business combination or (ii) by means of a tender offer.

In connection with a proposed

Business Combination, the Company may seek shareholder approval of a Business Combination

at a meeting called for such purpose at which shareholders may seek to redeem their

shares, regardless of how they vote for the Business Combination.

The shareholders will be entitled to redeem their Public Shares for a pro rata portion

of the amount then in the Trust Account (initially $ 10.00 per share, plus 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 per-share amount to be distributed

to shareholders who redeem their Public Shares will not be reduced by the deferred

underwriting commissions the Company will pay to the underwriter.

These ordinary shares

was recorded at a 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.”

If a shareholder vote is not required 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

Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers,

and file tender offer documents with the SEC prior to completing our initial business

combination which contain substantially the same financial and other information about

the initial business combination and the redemption rights as is required under Regulation

14A of the Exchange Act, which regulates the solicitation of proxies.

The sponsor, officers and directors 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 shares and public shares in connection with

the completion of our initial business combination;

(ii) waive their redemption rights

with respect to their founder shares, private shares and public shares in connection

with a shareholder vote to approve an amendment to our amended and restated memorandum

and articles of association;

(iii) waive their rights to liquidating distributions

from the trust account with respect to their founder shares and private shares if

the Company fail to complete our 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 fail to complete

our initial business combination within the prescribed time frame and to liquidating

distributions from assets outside the trust account;

and (iv) vote any founder shares

and private shares held by them and any public shares purchased during or after this

offering (including in open market and privately-negotiated transactions) in favor

of our initial business combination (except that any public shares such parties may

purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business

combination transaction).

The Company will have until 18 months from the closing of the Initial Public Offering,

with one (1) three-month extension at the option of the sponsor (as may be extended

by shareholder approval to amend our amended and restated memorandum and articles

of association to extend the date by which the Company must consummate our initial

business combination) or until such earlier liquidation date as our board of directors

may approve, to consummate a Business Combination (the “Combination Period”).

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 not more than ten business days thereafter

(and subject to lawfully available funds therefor), redeem the public shares, at a

per-share price, payable in cash, equal to the aggregate amount then on deposit in

the trust account, including interest earned on the funds held in the trust account

(which interest shall be net of taxes and less 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 liquidating distributions,

if any), subject to applicable law, and (iii) as promptly as reasonably possible following

such redemption, subject to the approval of our remaining shareholders and our board

of directors, liquidate and dissolve, subject in each case to our obligations under

British Virgin Islands law to provide for claims of creditors and the requirements

of other applicable law.

The underwriter has agreed to waive its rights to the deferred underwriting commission

held in the Trust Account in the event the Company does not complete a Business Combination

within the Combination Period and, in such event, such amounts will be included with

the funds held in the Trust Account that will be available to fund the redemption

of the Public Shares.

In the event of such distribution, it is possible that the per

share value of the assets remaining available for distribution will be less than the

Initial Public Offering price per Unit ($10.00).

The Sponsor has agreed that it will be liable to us if and to the extent any claims

by a third party for services rendered or products sold to us (except for the Company’s independent auditors), or a prospective target business with which the Company has

entered into a written letter of intent, confidentiality or other similar agreement

or business combination agreement, reduce the amount of funds in the trust account

to below the lesser of (i) $10.00 per public share and (ii) the actual amount per

public share held in the trust account as of the date of the liquidation of the trust

account, if less than $10.00 per public share due to reductions in the value of the

trust assets, less taxes payable, provided that such liability will not apply to any

claims by a third party or prospective target business who executed a waiver of any

and all rights to the monies held in the trust account (whether or not such waiver

is enforceable) nor will it apply to any claims under our indemnity of the underwriters

of this offering against certain liabilities, including liabilities under the Securities

However, the Company has not asked our sponsor to reserve for such indemnification

obligations, nor has the Company independently verified whether our sponsor has sufficient

funds to satisfy its indemnity obligations and the Company believe that our sponsor’s only assets are securities of our company.

Therefore, the Company cannot assure

you that our sponsor would be able to satisfy those obligations.

As a result, if any

such claims were successfully made against the trust account, the funds available

for our initial business combination and redemptions could be reduced to less than

$10.00 per public share.

In such event, the Company may not be able to complete our

initial business combination, and you would receive such lesser amount per share in

connection with any redemption of your public shares.

None of our officers or directors

will indemnify us for claims by third parties including, without limitation, claims

by vendors and prospective target businesses.

On September 9, 2025, the Underwriters advised the Company that it has elected not to exercise the remaining over-allotment option and thereby forfeit the option.

As a result, on September 9, 2025, the Company cancelled a total of 321,429 of the Company’s founder shares, issued to MFH 1, LLC thereby reducing the sponsor’s total shares to 12,000,000 , which was effective from August 1, 2025.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer.

In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of how they vote for the Business Combination.

The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.00 per share, plus 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 per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter.

These ordinary shares was recorded at a 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.”

If a shareholder vote is not required 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 Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

The sponsor, officers and directors 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 shares and public shares in connection with the completion of our initial business combination;

(ii) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association;

(iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private shares if the Company fail to complete our 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 fail to complete our initial business combination within the prescribed time frame and to liquidating distributions from assets outside the trust account;

and (iv) vote any founder shares and private shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction).

The Company will have until 18 months from the closing of the Initial Public Offering, with one (1) three-month extension at the option of the sponsor (as may be extended by shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which the Company must consummate our initial business combination) or until such earlier liquidation date as our board of directors may approve, to consummate a Business Combination (the “Combination Period”).

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 not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes and less 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law.

The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for the Company’s independent auditors), or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

However, the Company has not asked our sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and the Company believe that our sponsor’s only assets are securities of our company.

Therefore, the Company cannot assure you that our sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share.

In such event, the Company may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.

None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Liquidity and Capital Resources

As of June 30, 2025, the Company had $ 25,000 of cash in its operating bank account and working capital deficit of $ 189,461 .

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied

through the payment of $ 25,000 from the Sponsor to cover for certain offering costs

on the Company’s behalf in exchange for issuance of Founder Shares (as defined in Note 4), and loan

from the Sponsor of $ 214,461 under the Note (as defined in Note 4) as of June 30, 2025.

As of September 30, 2025, the Company had $ 570,210 of cash in its operating bank account and working capital of $ 771,436 .

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000 from the Sponsor to cover for certain offering costs on the Company’s behalf in exchange for issuance of Founder Shares (as defined in Note 4), and loan from the Sponsor of $ 214,461 under the Note (as defined in Note 4).

On August 1, 2025, the Company has repaid $ 225,461 under the promissory note.

Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the

Initial Public Offering and the Private Placement held outside of the Trust Account.

In addition, in order to finance transaction costs in connection with a Business Combination,

the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working

Capital Loans (as defined in Note 4).

As of June 30, 2025 and August 1, 2025, there were no amounts outstanding under any Working Capital Loan.

In connection with the Company’s assessment

of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern,” Management has determined that the Company has funds that are

sufficient to fund the working capital needs of the Company until the earlier of the consummation of an initial Business Combination

or in excess of one year from the date of issuance of these financial statements.

The Company cannot ensure that its plans to consummate

an initial Business Combination, or to raise additional capital if necessary, will be successful.

The accompanying financial statements

have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”),

which contemplate continuation of the Company as a going concern.

Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4).

As of September 30, 2025, there were no amounts outstanding under any Working Capital Loan.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” Management has determined that the Company has funds that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of an initial Business Combination or in excess of one year from the date of issuance of these financial statements.

The Company cannot ensure that its plans to consummate an initial Business Combination, or to raise additional capital if necessary, will be successful.

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The accompanying financial statements are presented in U.S.

Dollars and conformity

with accounting principles generally accepted in the United States of America (“GAAP”)

and pursuant to the rules and regulations of the SEC.

Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

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, 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.

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

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.

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, 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.

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

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenues and 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 revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least

reasonably possible that the estimate of the effect of a condition, situation or set

of circumstances that existed at the date of the financial statements, which management

considered in formulating its estimate, could change in the near term due to one or

more future confirming events.

Accordingly, the actual results could differ significantly

from those estimates.

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 $ 25,000 of cash as of June 30,

The Company had no cash equivalents as of June 30, 2025.

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 $ 570,210 of cash held in operating account as of September 30, 2025.

The Company had no cash equivalents as of September 30, 2025.

Cash Held in Trust Account

The Company had $ 281,963,221 of cash in the trust account held in an interest bearing demand deposit account as of September 30, 2025.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting

Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist

principally of professional and registration fees that are related to the Initial

Public Offering.

Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with

Conversion and Other Options,” addresses the allocation of proceeds from the issuance

of convertible debt into its equity and debt components.

The Company applies this

guidance to allocate Initial Public Offering proceeds from the Public Units between

Class A ordinary shares and warrants, using the residual method by allocating Initial

Public Offering proceeds first to assigned value of the warrants and then to the Class

A ordinary shares.

Offering costs allocated to the Class A ordinary shares subject

to possible redemption were charged to temporary equity, and offering costs allocated

to the warrants included in the Public Units and Private Units were charged to shareholder’s equity as the warrants, after management’s evaluation, were accounted for under equity treatment.

As of August 1, 2025, the Company had offering costs of $ 3,582,634 , consisting of $ 2,419,400 of

the Representative Shares (discussed in the below) and $ 1,163,234 of other offering

Approximately $ 143,775 of such costs were allocated to the Public Warrants

and the Private Placement Units and the remainder, approximately $ 3,438,859 was allocated

to Class A ordinary shares subject to redemption.

The Company complies with the accounting and reporting requirements of ASC Topic 740,

“Income Taxes,” which requires an asset and liability approach to financial accounting

and reporting for income taxes.

Deferred income tax assets and liabilities are computed

for differences between the financial statement and tax bases of assets and liabilities

that will result in future taxable or deductible amounts, based on enacted tax laws

and rates applicable to the periods in which the differences are expected to affect

taxable income.

Valuation allowances are established, when necessary, to reduce deferred

tax assets to the amount expected to be realized.

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.

Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction.

The Company recognizes accrued interest and penalties related

to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized

tax benefits as of June 30, 2025 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 a BVI business company with no connection to any other

taxable jurisdiction and is presently not subject to income taxes or income tax filing

requirements in the British Virgin Islands or the United States.

As such, the provision

for income taxes was deemed to be de minimis for the period from March 20, 2025 (inception) to June 30, 2025

The Company complies with the requirements of

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

Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,”

addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies

this guidance to allocate Initial Public Offering proceeds from the Public Units between Class A ordinary shares and warrants, using

the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A

ordinary shares.

Offering costs allocated to the Class A ordinary shares subject to possible redemption were charged to temporary

equity, and offering costs allocated to the warrants included in the Public Units and Private Units were charged to

shareholder’s equity as the warrants, after management’s evaluation, were accounted for under equity treatment.

August 1, 2025, the Company had offering costs of $ 3,582,634 ,

consisting of $ 2,419,400

of the Representative Shares (as discussed in Note 1) and $ 1,163,234

of other offering costs.

Approximately $ 143,775

of such costs were allocated to the Public Warrants and the Private Placement Units and the remainder, approximately $ 3,438,859

was allocated to Class A ordinary shares subject to redemption.

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

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

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 British Virgin Islands is the Company’s major tax jurisdiction.

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

There were no unrecognized tax benefits as of September 30, 2025 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 a BVI business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.

As such, the provision for income taxes was deemed to be de minimis for the period from March 20, 2025 (inception) to September 30, 2025

Derivative Financial Instruments

The Company evaluates its financial instruments

to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic

815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative

instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the

fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments

should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

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 underwriters’ over-allotment option is deemed to be a freestanding financial instrument

indexed to the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 if not fully exercised at the

time of the Initial Public Offering.

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

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

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 underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Initial Public Offering.

Warrant Instruments

The Company accounted for the 12,500,000 public warrants included in the Units issued

in connection with the Initial Public Offering and 100,000 private warrants 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”.

the Company evaluated and classified the warrant instruments under equity treatment

at their assigned values.

The Company accounted for the 12,500,000 public warrants included in the Units issued in connection with the Initial Public Offering and 100,000 private warrants 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”.

Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

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

Immediately upon the closing of the Initial Public Offering, the Company recognized

the accretion from initial book value to redemption amount 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 deficit.

Accordingly, 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 June 30, 2025, there was no Class A ordinary shares subject to redemption.

As of August 13, 2025, the 28,000,000 Class A ordinary shares subject to redemption reflected in the balance sheet

are reconciled in the following table:

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 amount value.

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

Accordingly, 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 September 30, 2025, the 28,000,000 Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Schedule of ordinary shares subject to redemption

Gross proceeds from IPO, August 1, 2025

$ 250,000,000

Proceeds allocated to Public Warrants

( 8,061,250 )

Proceeds allocated to Over-allotment Option

( 1,290,375 )

Class A ordinary shares issuance costs

( 3,438,859 )

Accretion of carrying value to redemption value

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

$ 250,000,000

Gross proceeds from over-allotment, August 13, 2025

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Class A Ordinary Shares subject to possible redemption, August 13, 2025

$ 280,000,000

Net loss per share

The Company complies with accounting and disclosure requirements of ASC Topic 260,

“Earnings Per Share.” Net loss per 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.

At June 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 share is the same as

basic loss per share for the periods presented.

Accretion of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, August 13, 2025

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share of ordinary shares is computed by dividing net income or loss applicable to ordinary shareholders by the weighted average number of shares of ordinary shares outstanding during the period plus, to the extent dilutive, the incremental number of shares of ordinary shares to settle Warrants, as calculated using the treasury stock method.

The Company has not considered the effect of the Warrants sold in the Offering and Private Placement to purchase an aggregate of 10,452,550 Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method and are contingent on future events.

As a result, diluted income per share of Class A ordinary shares is the same as basic income per share of ordinary shares for the period presented.

The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

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

Net income per share of ordinary shares is calculated by dividing the net income by the weighted average number of shares of ordinary shares outstanding during the respective period.

The changes in redemption value that are accreted to Class A ordinary shares subject to redemption (see below) are representative of fair value and therefore is not factored into the calculation of earnings per share.

The following tables reflect the net income per share after allocating income between the shares based on outstanding shares:

of earning per share basic and diluted

Three months ended

September 30,

March 20, 2025

(Inception) through

September 30,

Basic and diluted net income per share:

Allocation of income basic and diluted

Basic and diluted weighted average share of ordinary shares:

Basic and diluted net income per share

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit

risk consist of a cash account in a financial institution which, at times may exceed

the Federal depository insurance coverage of $ 250,000 .

At June 30, 2025, the Company had not experienced losses on this account and management believes

the Company is not exposed to significant risks on such account.

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

At September 30, 2025, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair value of financial instruments

The fair value of the Company’s assets

and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates

the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

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

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.

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.

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 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

neighboring states and other countries have created global security concerns that

could have a lasting impact on regional and global economies.

Although the length

and impact of the ongoing conflicts are highly unpredictable, they could lead to market

disruptions, including significant volatility in commodity prices, credit and capital

markets, as well as supply chain interruptions and increased cyber-attacks against

Additionally, any resulting sanctions could adversely affect the global

economy and financial markets and lead to instability and lack of liquidity in capital

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.

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.

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.

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 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 neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

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

Recent Accounting Pronouncements

1 unchanged sentence

2023-07, Segment Reporting (Topic 280):

to Reportable Segment Disclosures, which requires the disclosure of additional segment

Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information.

2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 as of the inception of the Company.

of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

In December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740):

Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances

the transparency and usefulness of income tax disclosures.

ASU 2023-09 will be effective

for fiscal years beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not

yet been issued or made available for issuance.

The Company adopted ASU 2023-09 as

of the inception of the Company.

Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances the transparency and usefulness of income tax disclosures.

ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

The Company adopted ASU 2023-09 as of the inception of the Company.

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

INITIAL PUBLIC OFFERING

On August 1, 2025, the Company consummated its Initial Public Offering of 25,000,000 Units, at

$ 10.00 per Unit, generating gross proceeds of $ 250,000,000 .

The Company granted the

underwriter a 45-day option to purchase up to an additional 3,750,000 Units at the

Initial Public Offering price to cover over-allotments, if any.

Each Unit consists

of one Ordinary Share and one-half of one redeemable warrant.

Each whole warrant entitles

the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 per

share, subject to adjustment.

On August 1, 2025, the Company consummated its Initial Public Offering of 25,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 250,000,000 .

The Company granted the underwriter a 45-day option to purchase up to an additional 3,750,000 Units at the Initial Public Offering price to cover over-allotments, if any.

On September 9, 2025, the Underwriters advised the Company that it has elected not to exercise the remaining over-allotment option and thereby forfeit the option.

Each Unit consists of one Ordinary Share and one-half of one redeemable warrant.

Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.

PRIVATE PLACEMENT

Simultaneously with the closing of the Initial

Public Offering, the Sponsor purchased an aggregate of 200,000 Private Units at a price of $ 10.00 per Placement Unit raising $ 2,000,000

in the aggregate.

The proceeds from the sale of the Private Units were added to the net proceeds from

the Offering held in the Trust Account.

The Placement Units are identical to the Units

sold in the Initial Public Offering, as described in Note 7.

If the Company does not

complete a Business Combination within the Combination Period, the proceeds from the

sale of the Private Units will be used to fund the redemption of the Public Shares

(subject to the requirements of applicable law) and the Private Warrants will expire

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 200,000 Private Units at a price of $ 10.00 per Placement Unit raising $ 2,000,000 in the aggregate.

The proceeds from the sale of the Private Units were added to the net proceeds from the Offering held in the Trust Account.

The Placement Units are identical to the Units sold in the Initial Public Offering, as described in Note 7.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

Founder Shares

On March 25, 2025, the Company issued an aggregate of 12,321,429 founder shares to the Sponsor

for an aggregate purchase price of $ 25,000 in cash.

On March 25, 2025, the Company issued an aggregate of 12,321,429 founder shares to the Sponsor for an aggregate purchase price of $ 25,000 in cash.

The funds were received on May 27, 2025.

Such ordinary shares includes an aggregate of up to 1,607,143 shares subject

to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively

own 30% of the outstanding shares after this offering (not including the Class A ordinary

shares that are included within the private units).

The founder shares are designated as Class B ordinary shares and, except as described

below, are identical to the Class A ordinary shares included in the units being sold

in this offering, and holders of founder shares have the same shareholder rights as

public shareholders, except that (i) the founder shares are subject to certain transfer

restrictions, as described in more detail below, (ii) the founder shares are entitled

to registration rights;

(iii) our sponsor, officers and directors have entered into

a letter agreement with us, pursuant to which they have agreed to (A) waive their

redemption rights with respect to their founder shares, private shares and public

shares in connection with the completion of our initial business combination, (B)

waive their redemption rights with respect to their founder shares, private shares

and public shares in connection with a shareholder vote to approve an amendment to

our amended and restated memorandum and articles of association (a) to modify the

substance or timing of our obligation to allow redemption in connection with our initial

business combination or to redeem 100 % of our public shares if we have not consummated

an initial business combination within the completion window or (b) with respect to

any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their rights to liquidating

distributions from the trust account with respect to their founder shares and private

shares if we fail to complete our 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 we fail to complete our initial

business combination within such time period and to liquidating distributions from

assets outside the trust account and (D) vote any founder shares held by them and

any public shares purchased during or after this offering (including in open market

and privately-negotiated transactions) in favor of our initial business combination

(except that any public shares such parties may purchase in compliance with the requirements

of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business

combination transaction), (iv) the founder shares are automatically convertible into

Class A ordinary shares concurrently with or immediately following the consummation

of our initial business combination or earlier at the option of the holder on a one-for-one

basis, subject to adjustment as described herein and in our amended and restated memorandum

and articles of association, and (v) prior to the closing of our initial business

combination, only holders of our Class B ordinary shares will be entitled to vote

on the appointment and removal of directors or continuing the company in a jurisdiction

outside the British Virgin Islands (including any ordinary resolution required to

amend our constitutional documents or to adopt new constitutional documents, in each

case, as a result of our approving a transfer by way of continuation in a jurisdiction

outside the British Virgin Islands).

With certain limited exceptions, the founder shares are not transferable, assignable

or saleable (except to our officers and directors and other persons or entities affiliated

with our sponsor, each of whom will be subject to the same transfer restrictions)

until the completion of our initial business combination.

Such ordinary shares includes an aggregate of up to 1,607,143 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 30% of the outstanding shares after this offering (not including the Class A ordinary shares that are included within the private units).

Following the partial exercise of the over-allotment option on August 11, 2025, on September 9, 2025, the Underwriters advised the Company that it has elected not to exercise the remaining over-allotment option and thereby forfeit the option.

As a result, on September 9, 2025, the Company cancelled a total of 321,429 founder shares.

As of September 30, 2025, sponsor held a total of 12,000,000 founder shares and none was subject to forfeiture.

The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in this offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration rights;

(iii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with the completion of our initial business combination, (B) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (a) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100 % of our public shares if we have not consummated an initial business combination within the completion window or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private shares if we fail to complete our 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 we fail to complete our initial business combination within such time period and to liquidating distributions from assets outside the trust account and (D) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction), (iv) the founder shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in our amended and restated memorandum and articles of association, and (v) prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the British Virgin Islands (including any ordinary resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the British Virgin Islands).

With certain limited exceptions, the founder shares are not transferable, assignable or saleable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the completion of our initial business combination.

Promissory Note – Related Party

On March 20, 2025, the Sponsor issued

an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 350,000 ,

to be used for payment of costs related to the Proposed Offering.

The note is non-interest bearing and payable on the earlier of (i)

December 31, 2025 or (ii) the consummation of the Initial Public Offering.

As of June 30, 2025, the Company has borrowed $ 214,461

under the promissory note with our Sponsor.

On August 1, 2025, the Company has repaid $ 225,461 under the promissory note with the

Sponsor out of the $ 700,000 of offering proceeds that has been allocated for the payment of offering expenses.

On March 20, 2025, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 350,000 , to be used for payment of costs related to the Proposed Offering.

The note is non-interest bearing and payable on the earlier of (i) December 31, 2025 or (ii) the consummation of the Initial Public Offering.

As of September 30, 2025, the Company has borrowed $ 214,461 under the promissory note with our Sponsor.

On August 1, 2025, the Company has repaid $ 225,461 under the promissory note with the Sponsor out of the $ 700,000 of offering proceeds that has been allocated for the payment of offering expenses.

Administrative Services Arrangement

the Company our Sponsor certain office space, utilities and secretarial and administrative

support as may be reasonably required by the Company.

The Company has agreed to pay

to the affiliate of our Sponsor, $ 20,000 per month, for up to 18 months, subject to

extension to up to 21 months, as provided in the Company’s registration statement, for such administrative services.

An affiliate of our Sponsor has agreed, commencing from the date that the Company’s securities are first listed on Nasdaq, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company our Sponsor certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company.

The Company has agreed to pay to the affiliate of our Sponsor, $ 20,000 per month, for up to 18 months, subject to extension to up to 21 months, as provided in the Company’s registration statement, for such administrative services.

During the three months ended September 30, 2025 and for the period from March 20, wow5 (inception) to September 30, 2025, 40,000 was charged to operations and no amounts were outstanding at September 30, 2025.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the

Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as

may be required (“Working Capital Loans”).

Up to $ 2,500,000 of such loans may be convertible

into private units, at a price of $ 10.00 per unit, at the option of the applicable

In the event that a Business Combination does not close, the Company may use

a portion of proceeds held outside the Trust Account to repay the Working Capital

Loans, but no proceeds held in the Trust Account would be used to repay the Working

Capital Loans.

As of June 30, 2025, no amounts under such loans have been drawn.

In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

Up to $ 2,500,000 of such loans may be convertible into private units, at a price of $ 10.00 per unit, at the option of the applicable lender.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of September 30, 2025, no amounts under such loans have been drawn.

Representative Shares

On August 1, 2025, the Company issued 1,000,000 representative shares to D.

Boral Capital, LLC

and/or its designees (whether or not the over-allotment is exercised) as part of representative

compensation (the “Representative Shares”).

The Representative Shares have been deemed

compensation by FINRA and are therefore subject to a lock-up for a period of 180 days

immediately following the commencement of sales of this offering pursuant to FINRA

Rule 5110(e)(1).

Pursuant to this FINRA lock-up, these securities cannot be sold, transferred,

assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative,

put or call transaction that would result in the economic disposition of the securities

by any person for a period of 180 days from the commencement of sales of the Initial

Public Offering except as permitted under FINRA Rule 5110(e)(2), including to any underwriter and selected dealer participating in the Initial

Public Offering and their officers or partners, registered persons or affiliates.

The Representative Shares have resale registration rights including two demand (one

at the Company’s expense and one at D.

Boral Capital, LLC’s expense) and unlimited “piggy-back” rights for periods of five and seven years,

respectively, from the commencement of sales of the Initial Public Offering.

Boral Capital, LLC and/or its designees (whether or not the over-allotment is exercised) as part of representative compensation (the “Representative Shares”).

The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of this offering pursuant to FINRA Rule 5110(e)(1).

Pursuant to this FINRA lock-up, these securities cannot be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days from the commencement of sales of the Initial Public Offering except as permitted under FINRA Rule 5110(e)(2), including to any underwriter and selected dealer participating in the Initial Public Offering and their officers or partners, registered persons or affiliates.

The Representative Shares have resale registration rights including two demand (one at the Company’s expense and one at D.

Boral Capital, LLC’s expense) and unlimited “piggy-back” rights for periods of five and seven years, respectively, from the commencement of sales of the Initial Public Offering.

COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the (i) founder shares, which

were issued in a private placement prior to the closing of the initial public offering, (ii) Private Units (including the component securities

as well as any securities underlying those component securities), which was issued in a private placement simultaneously with the closing

of the initial public offering and (iii) private units (including the component securities as well as any securities underlying those

component securities) that may be issued upon conversion of working capital loans will have registration rights to require the Company

to register a sale of any of our securities held by them and any other securities of the company acquired by them prior to the consummation

of a Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register

such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements

filed subsequent to the completion of the Business Combination.

The registration rights granted to the underwriter are limited to two

demand (one at the Company’s expense and one at D.

Boral Capital, LLC’s expense) and unlimited “piggy-back” rights

for periods of five and seven years, respectively, from the commencement of sales of the Initial Public Offering.

The Company will bear

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

The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) Private Units (including the component securities as well as any securities underlying those component securities), which was issued in a private placement simultaneously with the closing of the initial public offering and (iii) private units (including the component securities as well as any securities underlying those component securities) that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of our securities held by them and any other securities of the company acquired by them prior to the consummation of a Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering.

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

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination.

The registration rights granted to the underwriter are limited to two demand (one at the Company’s expense and one at D.

Boral Capital, LLC’s expense) and unlimited “piggy-back” rights for periods of five and seven years, respectively, from the commencement of sales of the Initial Public Offering.

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

Underwriting Agreement

The Company has granted the underwriters a 45-day option to purchase up to 3,750,000

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

the underwriting discounts and commissions.

The underwriters were not entitled to any cash underwriting fee at closing of the

Initial Public Offering.

The underwriters were entitled to 1,000,000 Representative

Shares (whether or not the over-allotment is exercised) at closing of the Initial

Public Offering.

The underwriters will not be entitled to any deferred underwriting

fee upon closing of the Business Combination.

The Company has granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.

On September 9, 2025, the Underwriters advised the Company that it has elected not to exercise the remaining over-allotment option and thereby forfeit the option.

The underwriters were not entitled to any cash underwriting fee at closing of the Initial Public Offering.

The underwriters were entitled to 1,000,000 Representative Shares (whether or not the over-allotment is exercised) at closing of the Initial Public Offering.

The underwriters will not be entitled to any deferred underwriting fee upon closing of the Business Combination.

Administrative Services Arrangement

The Company has committed to pay an affiliate of

our Sponsor $ 20,000 per month for administrative services as discussed in Note 5 commencing from the date that the Company’s securities

are first listed on Nasdaq, through the earlier of the Company’s consummation of a Business Combination and its liquidation.

STOCKHOLDER’S EQUITY

Preference shares — The Company is authorized to issue 5,000,000 preference shares with a par value

of $ 0.0001 per share.

Preference shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share.

Holders of the Company’s ordinary shares are entitled to one vote for each share.

On June 30, 2025, there were no preferred shares issued or outstanding.

Class A Ordinary shares — The Company is authorized to issue 500,000,000 ordinary shares with a par value

of $ 0.0001 per share.

On September 30, 2025, there were no preferred shares issued or outstanding.

Class A Ordinary shares — The Company is authorized to issue 500,000,000 ordinary shares with a par value of $ 0.0001 per share.

Holders of the Company’s ordinary shares are entitled to one vote for each share.

As of June 30, 2025, there were no class A ordinary shares issued or outstanding.

On August 1, 2025, as a result of closing of the IPO and no exercise of the Representative’s Over-Allotment Option, there were 1,200,000 class A ordinary shares issued or outstanding, excluding 25,000,000

class A ordinary shares subject to possible redemption.

Class B Ordinary shares — The Company is authorized to issue 50,000,000 ordinary shares with a par value

of $ 0.0001 per share.

As of September 30, 2025, there were no 1,200,000 class A ordinary shares issued or outstanding.

As a result of closing of the IPO and the partial exercise of the over-allotment option partial exercise of the over-allotment option, there were 1,200,000 class A ordinary shares issued or outstanding, excluding 28,000,000 class A ordinary shares subject to possible redemption.

Class B Ordinary shares — The Company is authorized to issue 50,000,000 ordinary shares with a par value of $ 0.0001 per share.

Holders of the Company’s ordinary shares are entitled to one vote for each share.

On June 30, 2025 and August 1, 2025, there were 12,321,429 ordinary shares issued and outstanding.

On March 25, 2025, the Company issued an aggregate of 12,321,429 ordinary shares to the Sponsor

for an aggregate purchase price of $ 25,000 in cash, of which 1,607,143 shares held

by the Sponsor are subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full.

The Class B ordinary shares will automatically

convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination,

or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein.

our sponsor acquired the Class B ordinary shares at a nominal price, our public shareholders will incur an immediate and substantial

dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units.

In the case that additional

Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued

in this offering and related to the closing of our initial 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, 30 % of the sum of (i) the total

number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued

pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares that are included within the private

units), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of

the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial

business combination and any units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of

working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business

On March 25, 2025, the Company issued an aggregate of 12,321,429 ordinary shares to the Sponsor for an aggregate purchase price of $ 25,000 in cash, of which 1,607,143 shares held by the Sponsor are subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full.

Following the partial exercise of the over-allotment option on August 11, 2025 and cancellation 321,429 ordinary shares on September 9, 2025, on September 30, 2025, there were 12,000,000 ordinary 12,300,000 shares issued and outstanding.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein.

Because our sponsor acquired the Class B ordinary shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units.

In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial 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, 30 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares that are included within the private units), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination;

provided that such conversion of founder shares will never occur on a less than one-for-one basis .

Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for

each share held on all matters to be voted on by shareholders.

Unless specified in

the amended and restated memorandum and articles of association or as required by

the Companies Act or stock exchange rules, an ordinary resolution under British Virgin

Islands law and the amended and restated memorandum and articles of association, which

requires the affirmative vote of at least a majority of the votes cast by such shareholders

as, being entitled to do so, vote in person or, where proxies are allowed, by proxy

at the applicable general meeting of the company is generally required to approve

any matter voted on by the Company’s shareholders.

Approval of certain actions require an ordinary resolution under British

Virgin Islands law, which (except as specified below) requires the affirmative vote

of in excess of 50 percent of the votes cast by such shareholders as, being entitled

to do so, vote in person or, where proxies are allowed, by proxy at the applicable

general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include

amending the amended and restated memorandum and articles of association and approving

a statutory merger or consolidation with another company.

There is no cumulative voting

with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50% of the ordinary shares

voted for the appointment of directors can elect all of the directors.

consummation of the initial Business Combination, only holders of the Class B ordinary

shares will (i) have the right to vote on the appointment and removal of directors

and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the

British Virgin Islands (including any ordinary resolution required to amend the constitutional

documents or to adopt new constitutional documents, in each case, as a result of approving

a transfer by way of continuation in a jurisdiction outside the British Virgin Islands).

Holders of the Class A ordinary shares will not be entitled to vote on these matters

during such time.

These provisions of our amended and restated memorandum and articles

of association may only be amended if approved by an ordinary resolution passed by

the affirmative vote of the holders representing at least 90% of the issued Class

B ordinary shares.

Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under British Virgin Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted on by the Company’s shareholders.

Approval of certain actions require an ordinary resolution under British Virgin Islands law, which (except as specified below) requires the affirmative vote of in excess of 50 percent of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.

There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors.

Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the British Virgin Islands (including any ordinary resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the British Virgin Islands).

Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time.

These provisions of our amended and restated memorandum and articles of association may only be amended if approved by an ordinary resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B ordinary shares.

Warrants — Warrants may only be exercised for a whole number of shares.

No fractional shares

will be issued upon exercise of the Warrants.

The Warrants will become exercisable

30 days after the completion of our initial business combination, provided that the

Company has an effective registration statement under the Securities Act covering

the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus

relating to them is available and such shares are registered, qualified or exempt

from registration under the securities, or blue sky, laws of the state of residence

of the holder (or we permit holders to exercise their warrants on a cashless basis

under the circumstances specified in the warrant agreement).

If a registration statement

covering the Class A ordinary shares issuable upon exercise of the warrants is not

effective by the 60th business day after the closing of our initial business combination,

warrant holders may, until such time as there is an effective registration statement

and during any period when we will have failed to maintain an effective registration

statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if our

Class A ordinary shares are at the time of any exercise of a warrant not listed on

a national securities exchange such that they satisfy the definition of a “covered

security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants

who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required

to file or maintain in effect a registration statement.

The Warrants will expire five

years from the consummation of a Business Combination or earlier upon redemption or

No fractional shares will be issued upon exercise of the Warrants.

The Warrants will become exercisable 30 days after the completion of our initial business combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement).

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement.

The Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company may call the Warrants for redemption:

2 unchanged sentences

upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”);

if, and only if, the closing price of the Class A ordinary shares equals or exceeds

$ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon

exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading

day period commencing at least 30 days after completion of our initial business combination

and ending three business days before we send the notice of redemption to the warrant

The private warrants is identical to the warrants sold in this offering except that,

so long as they are held by our sponsor or its permitted transferees, the private

warrants (i) are locked-up until the completion of our initial business combination

and (ii) will be entitled to registration rights.

The exercise price and number of ordinary shares issuable upon exercise of the warrants

may be adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations

and the like.

Additionally, in no event will the Company be required to net cash settle

the warrants.

If the Company is unable to complete a Business Combination within the

Combination Period and the Company liquidates the funds held in the Trust Account,

holders of warrants will not receive any of such funds with respect to their warrants,

nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants.

the warrants may expire worthless.

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading day period commencing at least 30 days after completion of our initial business combination and ending three business days before we send the notice of redemption to the warrant holders.

The private warrants is identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private warrants (i) are locked-up until the completion of our initial business combination and (ii) will be entitled to registration rights.

The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like.

Additionally, in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants.

Accordingly, the warrants may expire worthless.

The exercise price is $11.50 per share, subject to adjustment as described herein.

In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities

for capital raising purposes in connection with the closing of our initial business

combination at an issue price or effective issue price of less than $9.20 per Class

A ordinary share (with such issue price or effective issue price to be determined

in good faith by our board of directors and, in the case of any such issuance to our

initial shareholders or their affiliates, without taking into account any founder

shares held by our initial shareholders or such affiliates, as applicable, prior to

such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such

issuances represent more than 60% of the total equity proceeds (including from such

issuances and this offering), and interest thereon, available for the funding of our

initial business combination on the date of the consummation of our initial business

combination (net of redemptions), and (z) the volume weighted average trading price

of our Class A ordinary shares during the 20 trading day period starting on the trading

day prior to the day on which we consummate our initial business combination (such

price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the

warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher

of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption

trigger prices will be adjusted (to the nearest cent) to be equal to 180 % of the higher

of the Market Value and the Newly Issued Price.

In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances and this offering), and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the

sale of the assets or paid in connection with the transfer of the liabilities in an

orderly transaction between market participants at the measurement date.

In connection

with measuring the fair value of its assets and liabilities, the Company seeks to

maximize the use of observable inputs (market data obtained from independent sources)

and to minimize the use of unobservable inputs (internal assumptions about how market

participants would price assets and liabilities).

The following fair value hierarchy

is used to classify assets and liabilities based on the observable inputs and unobservable

inputs used in order to value the assets and liabilities:

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

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

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

Quoted prices in active markets for identical assets or liabilities.

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.

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 our assessment

of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value as of August 1, 2025, and indicates the fair value hierarchy of the valuation inputs the Company

utilized to determine such fair value:

of fair value assets and liabilities

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 our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value as of August 1, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Schedule of fair value assets and liabilities

Fair value of over-allotment liability

Fair value of Public Warrants for Class A ordinary shares subject to possible redemption allocation

The over-allotment option was accounted for as a liability in accordance with ASC

815-40 and was presented within liabilities on the balance sheet.

The over-allotment

option liability is measured at fair value at August 1, 2025 and on a recurring basis, with changes in fair value presented within change

in fair value of over-allotment option liability in the statement of operations.

The over-allotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheet.

The over-allotment option liability is measured at fair value at August 1, 2025 and on a recurring basis, with changes in fair value presented within change in fair value of over-allotment option liability in the statement of operations.

The Company used a Black-Scholes model to value the over-allotment option.

The over-allotment

option liability was classified within Level 3 of the fair value hierarchy at the

measurement dates due to the use of unobservable inputs inherent in pricing models

and assumptions related to expected share-price volatility, expected life and risk-free

interest rate.

The Company estimates the volatility of its ordinary share based on

historical volatility that matches the expected remaining life of the over-allotment

The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in pricing models and assumptions related to expected share-price volatility, expected life and risk-free interest rate.

The Company estimates the volatility of its ordinary share based on historical volatility that matches the expected remaining life of the over-allotment option.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield

curve on the grant date for a maturity similar to the expected remaining life of the

over-allotment option.

The expected life of the over-allotment option is assumed to

be equivalent to its remaining contractual term.

The key inputs into the Black-Scholes model were as follows at initial measurement

of the over-allotment option:

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the over-allotment option.

The expected life of the over-allotment option is assumed to be equivalent to its remaining contractual term.

The key inputs into the Black-Scholes model were as follows at initial measurement of the over-allotment option:

Schedule of initial measurement

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The Public Warrants 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 Warrants:

The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:

Schedule of market assumptions

4 unchanged sentences

SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report

in their financial statement information about operating segments, products, services,

geographic areas, and major customers.

Operating segments are defined as components

of an enterprise for which separate financial information is available that is regularly

evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources

and assess performance.

The Company’s chief operating decision maker has been identified as the Chief Financial Officer

(“CODM”), who reviews the operating results for the Company as a whole to make decisions

about allocating resources and assessing financial performance.

Accordingly, management

has determined that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews

several key metrics, which include the following:

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

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

The Company’s chief operating decision maker has been identified as the Chief Financial Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

Schedule of segment information

1 unchanged sentence

(inception) through

September 30,

Formation and operating costs

The key measures of segment profit or loss reviewed by the CODM are formation and

operating costs.

Formation and operating costs are reviewed and monitored by the CODM

to manage and forecast cash to ensure enough capital is available to complete a Proposed

Offering and eventually a Business Combination within the Combination Period.

CODM also reviews formation and operating costs to manage, maintain and enforce all

contractual agreements to ensure costs are aligned with all agreements and budget.

Interest income on cash held in trust account

Cash held in Trust Account

The key measures of segment profit or loss reviewed

by the CODM are formation and operating costs, interest income on cash held in trust account, and cash held in trust account.

reviews interest earned on cash or investments 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.

Within the operating expenses,

the CODM specifically reviews professional service fees, which are a significant segment expense, and include legal fees and advisory

These expenses are monitored to manage and forecast cash available to complete a Business Combination within the required period.

Other general and administrative expenses, including accounting expenses, printing expenses, and regulatory filing fees, are reviewed

in the aggregate to ensure alignment with budget and contractual obligations.

Funds invested in the Trust Account represent the predominant

portion of the Company’s total assets and are monitored by the CODM to determine the most effective strategy of investment with

the Trust Account funds, while maintaining compliance with the trust agreement.

SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards

of accounting for and disclosure of events that occur after the balance sheet date

but before financial statements are issued, the Company has evaluated all events or

transactions that occurred through the date the audited financial statements were

available to issue.

Based upon this review, the Company did not identify any subsequent

events that would have required adjustment or disclosure in the financial statements except the following.

The Company granted the

underwriter a 45-day option to purchase up to an additional 3,750,000 Units at the Initial Public Offering price to cover over-allotments, if any.

Simultaneously with the consummation of the closing of the Offering, the Company consummated

the private placement of an aggregate of 200,000 units (the “Private Units”) to the Sponsor at a price of $ 10.00 per Unit, generating gross proceeds of $ 2,000,000 (the “Private Placement”) (see Note 4).

On August 11, 2025, the underwriters of the IPO notified the Company of their partial exercise

of the over-allotment option and purchased 3,000,000 additional units (the “Option

Units”) at $ 10.00 per unit upon the closing of the over-allotment option, generating

gross proceeds of $ 30,000,000 .

The over-allotment option closed on August 13, 2025.

Following the closing of the Initial Public Offering on August 1, 2025 and over-allotment option on August 13, 2025, an amount of $ 280,000,000 ($10.00 per Unit) from the net proceeds was placed in a trust account (the “Trust Account”).

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred through the date the audited financial statements were available to issue.

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements