What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 113 added, 95 removed, 367 unchanged (36% of the section changed)

4 unchanged sentences

Cash $ 692,704 $ 25,000

Due from Sponsor 34,967 —

Prepaid expenses 86,689 3,350

8 unchanged sentences

Accrued offering costs $ 80,500 $ 17,375

Accrued expenses 54,699 14,500

Accounts payable and accrued expenses 98,419 14,500

Financed loan liability 62,165 —

Promissory note – related party — 124,574

Over-allotment option liability 62,900 —

Total Current Liabilities 241,084 156,449

1 unchanged sentence

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

10,000,000 shares and no shares at redemption value of $ 10.01 and $ 0 per share as of March 31, 2026 and December 31, 2025, respectively 100,087,917 —

10,000,000 shares and no shares at redemption value of $ 10.10 and $ 0 per share as of June 30, 2026 and December 31, 2025, respectively 100,979,443 —

Shareholders’ Equity (Deficit)

1 unchanged sentence

1,000,000 shares authorized;

none issued or outstanding as of March 31, 2026 and December 31, 2025 — —

none issued or outstanding as of June 30, 2026 and December 31, 2025 — —

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

700,000 shares and 0 shares issued and outstanding (excluding 10,000,000 shares and 0 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025, respectively 70 —

700,000 shares and 0 shares issued and outstanding (excluding 10,000,000 shares and 0 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025, respectively 70 —

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

3,833,333 shares issued and outstanding as of March 31, 2026 and December 31, 2025 (1) 383 383

3,333,333 and 3,833,333 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively (1) 333 383

Additional paid-in capital — 24,617

Accumulated deficit ( 35,695 ) ( 47,696 )

Retained Earnings (Accumulated deficit) 662,086 ( 47,696 )

Total Shareholders’ Equity (Deficit) 662,489 ( 22,696 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Equity (Deficit) $ 101,883,016 $ 133,753

(1) Includes up to 500,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

(1) At December 31, 2025, included up to 500,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

On May 3, 2026, the underwriters forfeited the remaining unexercised balance of 1,500,000 additional Units in connection with the expiration of the over-allotment option.

2 unchanged sentences

ACQUISITION CORP

STATEMENT OF OPERATIONS

THE THREE MONTHS ENDED MARCH 31, 2026

For the Three Months Ended March 31, 2026

STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

General and administrative expenses $ 251,471 $ 358,068

4 unchanged sentences

Interest expense on financed loan liability ( 1,782 ) ( 2,101 )

Total other income, net 952,644 1,071,242

Net income $ 701,173 $ 713,174

Weighted average shares outstanding, Class A ordinary shares 1,307,778

Basic and diluted weighted average shares outstanding, Class A ordinary shares 10,700,000 6,029,834

Basic and diluted net income per share, Class A ordinary shares $ 0.05 $ 0.08

Weighted average shares outstanding, Class B ordinary shares (1) 3,333,333

Basic and diluted weighted average shares outstanding, Class B ordinary shares (1) 3,333,333 3,333,333

Basic and diluted net income per share, Class B ordinary shares $ 0.05 $ 0.08

(1) Excludes up to 500,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

(1) Excluded up to 500,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

On May 3, 2026, the underwriters forfeited the remaining unexercised balance of 1,500,000 additional Units in connection with the expiration of the over-allotment option.

2 unchanged sentences

ACQUISITION CORP

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE THREE MONTHS ENDED MARCH 31, 2026

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Ordinary Shares

Retained Earnings (Accumulated

Shareholders’

Equity (Deficit)

Balance — December 31, 2025 — $ — 3,833,333 $ 383 $ 24,617 $ ( 47,696 ) $ ( 22,696 )

5 unchanged sentences

Reissuance of Founder Shares — — 650,000 65 4,160 — 4,225

Allocated value of transaction costs to Class A ordinary shares — — — — ( 33,995 ) — ( 33,995 )

Allocated value of transaction costs to Public Rights and Private Placement Units — — — — ( 33,995 ) — ( 33,995 )

Net income — — — — — 12,001 12,001

Balance – March 31, 2026 700,000 $ 70 3,833,333 $ 383 $ 888,084 $ ( 35,695 ) $ 852,842

(1) Includes up to 500,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

Balance – March 31, 2026 (unaudited) 700,000 70 3,833,333 383 888,084 ( 35,695 ) 852,842

Forfeiture of Founder Shares — — ( 500,000 ) ( 50 ) 50 — —

Accretion for Class A ordinary shares to redemption amount — — — — ( 888,134 ) ( 3,392 ) ( 891,526 )

Net income — — — — — 701,173 701,173

Balance – June 30, 2026 (unaudited) 700,000 $ 70 3,333,333 $ 333 $ — $ 662,086 $ 662,489

(1) Included up to 500,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

On May 3, 2026, the underwriters forfeited the remaining unexercised balance of 1,500,000 additional Units in connection with the expiration of the over-allotment option.

3 unchanged sentences

STATEMENT OF CASH FLOWS

THE THREE MONTHS ENDED MARCH 31, 2026

Three Months Ended

March 31, 2026

Six Months Ended

Cash Flows from Operating Activities:

8 unchanged sentences

Prepaid insurance ( 32,295 )

Accrued expenses 54,699

Accounts payable and accrued expenses 83,919

Net cash used in operating activities ( 350,118 )

6 unchanged sentences

Proceeds from sale of Private Placement Units 2,000,000

Due from Sponsor ( 34,967 )

Proceeds from promissory note – related party 5,005

1 unchanged sentence

Payment of offering costs ( 243,144 )

Repayment of financed loan liability ( 31,821 )

Net cash provided by financing activities 101,017,822

6 unchanged sentences

Prepaid insurance funded through financed loan liability $ 91,885

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

Forfeiture of Founder Shares $ 50

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

ACQUISITION CORP

7 unchanged sentences

While the Company may pursue an initial Business Combination opportunity in any business, industry or geographic location, it intends to capitalize on the ability of its management team and board advisors to identify, acquire and operate a business or businesses that can benefit from their established relationships, and sector management and operating experience.

In particular, the Company currently intends to focus on opportunities that capitalize on the experience and ability of its management team and the individuals that may be appointed as members of the Company’s advisory board from time to time (the “board advisors”) to identify, acquire and operate a business in the advanced and industrial robotics, electric-vehicles (“EVs”), drones and unmanned-aerial-systems (“UAS”) or financial technology (“fintech”) industry.

As of March 31, 2026, the Company had not commenced any operations.

All activity for the period from September 29, 2025 (inception) through March 31, 2026, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

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

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

All activity for the period from September 29, 2025 (inception) through June 30, 2026, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

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

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

9 unchanged sentences

Each Private Placement Unit consists of one Class A ordinary share (each, a “Private Placement Share”) and one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial Business Combination (the “Private Placement Rights”).

Of the 200,000 Private Placement Units, the Sponsor purchased 135,000 Private Placement Units and the at-risk capital investors purchased 65,000 Private Placements Units, of which, 20,000 Private Placement Units were purchased by Maxim individuals, and 45,000 Private Placement Units were purchased by the third-party investors.

Of the 200,000 Private Placement Units, the Sponsor purchased 135,000 Private Placement Units and the at-risk capital investors purchased 65,000 Private Placement Units, of which, 20,000 Private Placement Units were purchased by Maxim individuals, and 45,000 Private Placement Units were purchased by the third-party investors.

Transaction costs amounted to $ 1,328,871 , consisting of $ 500,000 of cash underwriting fees, $ 370,000 representing the fair value of the Representative Shares issued to the designee of Maxim and $ 458,871 of other offering costs.

16 unchanged sentences

The Public Shares subject to possible redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”).

If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only shareholders pass an ordinary resolution under Cayman Islands law and its amended and restated memorandum and articles of association (the “Articles”) approving a Business Combination, which requires the affirmative vote of at least a simple 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, or approved by a resolution in writing of all of the shareholders entitled to vote on such matter (or such other threshold as may be allowed under the Companies Act (As Revised) of the Cayman Islands), or such other vote as required by applicable law or the stock exchange rules.

If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if shareholders pass an ordinary resolution under Cayman Islands law and its amended and restated memorandum and articles of association (the “Articles”) approving a Business Combination, which requires the affirmative vote of at least a simple 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, or approved by a resolution in writing of all of the shareholders entitled to vote on such matter (or such other threshold as may be allowed under the Companies Act (As Revised) of the Cayman Islands), or such other vote as required by applicable law or the stock exchange rules.

Subject to limited exceptions, if the Company’s Business Combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, shareholders will be required to pass a special resolution, which requires the affirmative vote of at least two-thirds 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, approving a plan of merger or plan of consolidation.

24 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, dated as of March 18, 2026, and filed with the SEC on March 20, 2026, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 27, 2026.

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

Going Concern Considerations

As of March 31, 2026, the Company had cash of $ 1,027,530 and working capital of $ 824,519 .

The Company’s liquidity needs up to March 31, 2026 had been satisfied through loans from the Sponsor under the Note to cover organizational, offering related and post-offering expenses of up to $ 500,000 .

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

Liquidity, Capital Resources and Going Concern

As of June 30, 2026, the Company had cash of $ 692,704 and working capital of $ 639,188 .

The Company’s liquidity needs up to June 30, 2026 had been satisfied through loans from the Sponsor under the Note to cover organizational, offering related and post-offering expenses of up to $ 500,000 .

At the closing of the Initial Public Offering, on March 20, 2026, the Company repaid the total outstanding balance of the Note amounting to approximately $ 216,443 for amounts related to general and administrative and offering related expenses (see Note 5).

As of March 31, 2026, the Company has the ability to draw up to $ 500,000 under the Note.

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the officers and directors may, but are not obligated to, loan the Company funds as may be required.

1 unchanged sentence

In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

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

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

The Company has the Combination Period to complete the initial Business Combination.

Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the unaudited condensed financial statements included in this report.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the Company’s liquidity position and mandatory liquidation within 12 months of the date of these financial statements raise substantial doubt about the Company’s ability to continue as a going concern.

The Company intends to complete its initial Business Combination within the Combination Period;

however, there can be no assurance that the Company will be able to consummate a Business Combination within this period.

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

The Company’s unaudited condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Emerging Growth Company

11 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 1,027,530 and $ 25,000 in cash and did not have any cash equivalents as of March 31, 2026 and December 31, 2025.

The Company had $ 692,704 and $ 25,000 in cash and did not have any cash equivalents as of June 30, 2026 and December 31, 2025, respectively.

Marketable Securities Held in Trust Account

As of March 31, 2026, the assets held in the Trust Account, amounting to $ 100,087,917 , were held in money market funds.

As of June 30, 2026, the assets held in the Trust Account, amounting to $ 100,979,443 , were held in money market funds, which are invested primarily in U.S.

treasury securities.

All of the Company’s investments held in the Trust Account are presented on the accompanying condensed balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying unaudited condensed statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

At December 31, 2025, there were no assets held in the Trust Account.

15 unchanged sentences

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

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

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026 and December 31, 2025.

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

4 unchanged sentences

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

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

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

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

Basic and diluted net income per ordinary share for Class A ordinary shares and Class B ordinary shares is calculated by dividing net income per ordinary share attributable to the Company by the weighted average number of Class A ordinary shares and Class B ordinary shares outstanding, allocated proportionally to each class of ordinary shares.

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value.

The calculation of diluted income per ordinary share does not consider the effect of the Public Rights and Private Placement Rights, since the conversion of these rights is contingent upon the occurrence of future events (the consummation of the initial Business Combination).

The calculation of diluted net income per ordinary share does not consider the effect of the Public Rights and Private Placement Rights, since the conversion of these rights is contingent upon the occurrence of future events (the consummation of the initial Business Combination).

These rights are convertible into an aggregate of 2,550,000 Class A ordinary shares.

As of March 31, 2026, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As of June 30, 2026, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net income per ordinary share:

For the Three Months Ended

March 31, 2026

Class A Class B

Three Months Ended

June 30, 2026

Six Months Ended

June 30, 2026

Class A Class B Class A Class B

Basic and diluted net income per ordinary share:

5 unchanged sentences

Fair Value Measurements

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

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

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

8 unchanged sentences

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

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 condensed balance sheets 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 condensed balance sheets date.

The underwriter’s 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 since the underwriter did not exercise their overallotment option at the closing of the Initial Public Offering.

The underwriter’s over-allotment option was deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 since the underwriter did not exercise their overallotment option at the closing of the Initial Public Offering.

The Company accounted for the Public Rights and Private Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in ASC 815.

Accordingly, the Company evaluated and classified the Share Rights under equity treatment at their assigned value, and as such it was recorded within shareholders’ equity.

Accordingly, the Company evaluated and classified the Share Rights under equity treatment at their assigned value, and as such they were recorded within shareholders’ equity.

Class A Ordinary Shares Subject to Possible Redemption

4 unchanged sentences

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

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

Accordingly, as of June 30, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

As of December 31, 2025, there were no Class A ordinary shares subject to possible redemption.

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

As of June 30, 2026, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds $ 100,000,000

2 unchanged sentences

Public Shares issuance costs ( 1,294,876 )

Remeasurement of carrying value to redemption value 3,276,693

Accretion for Class A ordinary shares to redemption amount 3,276,693

Class A ordinary shares subject to possible redemption, March 31, 2026 100,087,917

Accretion for Class A ordinary shares to redemption amount 891,526

Class A ordinary shares subject to possible redemption, June 30, 2026 $ 100,979,443

Recent Accounting Standards

8 unchanged sentences

The Private Placement Units are identical to the Units, subject to certain exceptions.

Each Private Placement Unit consists of one Private Placement Share and one Private Placement Right to receive one-fourth (1/4) of one Class A ordinary shares upon the consummation of an initial Business Combination.

Each Private Placement Unit consists of one Private Placement Share and one Private Placement Right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial Business Combination.

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

4 unchanged sentences

On March 18, 2026, the Sponsor forfeited an aggregate of 650,000 Founder Shares and the at-risk capital investors purchased an aggregate of 650,000 Founder Shares pursuant to the subscription agreements entered by and among the Company, the Sponsor and each at-risk capital investor, for an aggregate purchase price of approximately $ 4,225 , or approximately $ 0.0065 per share, which resulted in the Sponsor owning 3,183,333 Founder Shares.

The Founder Shares include an aggregate of up to 500,000 shares, which remain subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised within the 45-day period following the closing of the Initial Public Offering.

The Founder Shares included an aggregate of up to 500,000 shares that were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised within the 45-day period following the closing of the Initial Public Offering.

On May 3, 2026, the underwriters forfeited the remaining unexercised balance of 1,500,000 additional Units in connection with the expiration of the over-allotment option.

7 unchanged sentences

Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of the Company’s initial Business Combination) in an amount equal to the number of non-managing membership interest times the assignment date fair value per share (unless subsequently modified) less the amount initially received.

As of March 31, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.

As of June 30, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.

The initial shareholders have agreed, subject to certain exceptions, not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier of:

4 unchanged sentences

Additionally, an amount of $ 10,000 is due from the Sponsor related to a fund transfer from the Company’s bank account.

As of March 31, 2026, the total amount due from the Sponsor is $ 34,967 , as reflected on the accompanying condensed balance sheets.

On April 8, 2026, the Sponsor reimbursed the full amount.

As of June 30, 2026, and December 31, 2025, the total amount due from the Sponsor is $ 0 .

Administrative Services

The Company entered into that certain Administrative Services Agreement, pursuant to which, commencing on March 18, 2026, through the earlier of the Company’s consummation of an initial Business Combination and its liquidation, the Company will begin accruing payments in an amount equal to $ 20,000 per month for office space, utilities and secretarial and administrative support, which may be paid by the Company to the Sponsor or an affiliate thereof upon the completion of its initial Business Combination or its liquidation, assuming there is cash available.

For the three months ended March 31, 2026, the Company incurred $ 9,032 in fees for these services, of which such amount is included in accounts payable and accrued expenses in the accompanying condensed balance sheets.

For the three and six months ended June 30, 2026, the Company incurred $ 60,000 and $ 69,032 in fees for these services, which are included in general and administrative expenses in the accompanying unaudited condensed statements of operations, respectively.

As of June 30, 2026 and December 31, 2025, $ 69,032 and $ 0 were included in accounts payable and accrued expenses in the accompanying condensed balance sheets, respectively.

Working Capital Loans

3 unchanged sentences

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 March 31, 2026 and December 31, 2025, there were no such amounts outstanding under the Working Capital Loans.

As of June 30, 2026 and December 31, 2025, there were no such amounts outstanding under the Working Capital Loans.

Promissory Note — Related Party

3 unchanged sentences

On March 20, 2026, the Company repaid the total outstanding balance of the Note amounting to approximately $ 216,443 in connection with the purchase of Private Placement Units by the Sponsor.

Advisory Agreement

The Sponsor engaged Super Technology Solutions Inc.

on behalf of the Company on March 29, 2026, whose Chief Operating Officer serves as the Company’s sole board advisor in identifying, acquiring, and operating a business in the Company’s focus industries, to perform temporary technical, advisory, staff augmentation services and others in connection with the Company’s search for a business combination candidate.

For the three and six months ended June 30, 2026, the Company incurred and paid an aggregate of $ 35,000 in fees for these services, which are included in the general and administrative expenses in the accompanying unaudited condensed statements of operations.

No further fees will be incurred for future periods in connection with this engagement.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

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Financed Loan Liability

In connection with the directors and officers insurance policy effective March 18, 2026, the Company entered into a financing agreement for $ 91,885 of the $ 153,641 total premium at an interest rate of 9.24 % per annum.

The financing requires three quarterly payments of $ 31,821 commencing on May 18, 2026.

As of March 31, 2026, the outstanding balance of the financed loan liability was $ 92,204 , which includes $ 319 of accrued interest and is recorded within current liabilities on the accompanying condensed balance sheets.

In connection with the directors’ and officers’ insurance policy, effective as of March 18, 2026, the Company entered into a financing agreement (the “Premium Finance Agreement”) for $ 91,885 of the $ 153,641 total premium at an interest rate of 9.24 % per annum.

The financing under the Premium Finance Agreement requires three quarterly payments of $ 31,821 commencing on May 18, 2026.

As of June 30, 2026 and December 31, 2025, the outstanding balance of the financed loan liability thereunder is $ 62,165 and $ 0 , which is recorded within current liabilities on the accompanying condensed balance sheets, respectively.

Underwriting Agreement

The Company granted the underwriters a 45 -day option from the date of the Initial Public Offering to purchase up to 1,500,000 additional Class A ordinary shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts.

As of March 31, 2026, the over-allotment option remained open.

On May 3, 2026, the underwriters forfeited the remaining unexercised balance of 1,500,000 additional Units in connection with the expiration of the over-allotment option.

At the closing of the Company’s Initial Public Offering, the underwriters were paid a cash underwriting discount of $ 0.05 per Unit sold in the Initial Public Offering, or $ 500,000 in the aggregate (or up to $ 575,000 in the aggregate if the underwriter’s over-allotment option is exercised in full).

Representative Shares

On March 20, 2026, the Company issued 500,000 Representative Shares to the designee of Maxim as part of the underwriting compensation, and it may issue up to 575,000 Representative Shares in the aggregate depending on the extent to which the underwriters’ over-allotment is exercised.

On March 20, 2026, the Company issued 500,000 Representative Shares to the designee of Maxim as part of the underwriting compensation.

The Representative Shares are identical to the Class A ordinary shares included in the Units, except that Maxim and/or its designees have agreed not to transfer, assign, sell, pledge, or hypothecate any such shares, or subject such shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person until 180 days immediately following the commencement of sales in connection with the Initial Public Offering pursuant to FINRA Rule 5110(e)(1), subject to exceptions pursuant to FINRA Rule 5110(e)(2).

5 unchanged sentences

The Company estimated the fair value of the 500,000 Representative Shares to be $ 370,000 , or $ 0.74 per share.

Accordingly, $ 370,000 has been recorded as a deferred offering costs on March 20, 2026, with a corresponding increase in additional paid-in capital.

Accordingly, $ 370,000 has been recorded as a deferred offering cost on March 20, 2026, with a corresponding increase in additional paid-in capital.

The Company established the initial fair value for the Representative Shares on March 20, 2026, using Probability-Weighted Expected Return Method (“PWERM”).

4 unchanged sentences

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Board.

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

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

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

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

As of March 31, 2026, there were 700,000 Class A ordinary shares issued and outstanding, excluding 10,000,000 shares subject to possible redemption.

As of June 30, 2026, there were 700,000 Class A ordinary shares issued and outstanding, excluding 10,000,000 shares subject to possible redemption.

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

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

As of March 31, 2026 and December 31, 2025, there were 3,833,333 Class B ordinary shares issued and outstanding, of which an aggregate of up to 500,000 shares remain subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised within the 45-day period following the closing of the Initial Public Offering.

As of June 30, 2026 and December 31, 2025, there were 3,333,333 and 3,833,333 Class B ordinary shares issued and outstanding, respectively.

On May 3, 2026, the underwriters forfeited the remaining unexercised balance of 1,500,000 additional Units in connection with the expiration of the over-allotment option.

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NOTE 8 – FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets that are measured at fair value as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

March 31, December 31,

Level 2026 2025

The following table presents information about the Company’s assets that are measured at fair value as of June 30, 2026, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

As of December 31, 2025, there were no assets held in the Trust Account.

Marketable securities held in Trust Account 1 100,979,443

Over-allotment option liability 3 62,900

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

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

As of March 31, 2026, the fair value of the over-allotment option is $ 62,900 , or $ 0.042 per over-allotment option unit.

The over-allotment option discussed in Note 6 was accounted for as a liability in accordance with FASB ASC Topic 480 and was presented within liabilities on the condensed balance sheets.

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 date due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate.

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

The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the option.

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The expected life of the option is assumed to be equivalent to their remaining contractual term.

The key inputs into the Black-Scholes model as of March 31, 2026, and at initial recognition of the over-allotment option on March 20, 2026, were as follows:

Risk-free interest rate 3.73 %

Expected term (years) 0.09

Volatility 1.67 %

Exercise price $ 10.00

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

Risk-free interest rate 3.71 %

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Exercise price $ 10.00

As of May 3, 2026, the over-allotment option has expired.

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s over-allotment option liability classified as Level 3 for the period ended June 30, 2026:

Fair value of over-allotment option liability at January 1, 2026 $ —

Initial fair value of over-allotment option liability at March 20, 2026 93,900

Change in fair value of over-allotment option liability ( 31,000 )

Fair value of over-allotment option liability at March 31, 2026 62,900

Change in fair value of over-allotment option liability ( 62,900 )

Fair value of over-allotment option liability at June 30, 2026 $ —

The fair value of the Public Rights issued in the Initial Public Offering is $ 1,800,000 , or $ 0.18 per Public Right.

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NOTE 9 – SEGMENT INFORMATION

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

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

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

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

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

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

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

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Marketable securities held in Trust Account $ 100,979,443 $ —

For the Three Months Ended March 31, 2026

Three Months Ended

Six Months Ended

General and administrative expenses $ 251,471 $ 358,068

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

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

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

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

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

The CODM reviews the position of total assets available with the company to assess if the Company has sufficient resources available to discharge its liabilities.

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NOTE 10 – SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheets date through March 31, 2026, the date that the unaudited condensed financial statements were issued.

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

On May 3, 2026, the Sponsor automatically forfeited 500,000 Founder Shares for no consideration upon the expiration of the underwriters’ over-allotment option to purchase up to 1,500,000 additional Units, resulting in the Sponsor holding an aggregate of 2,683,333 Founder Shares.

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

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

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

What changed 10-Q

Item 1. Financial Statements