Bitcoin Infrastructure Acquisition Corp Ltd 10-K

Item 9A. CONTROLS AND PROCEDURES Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective, Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Management’s Report on Internal Controls Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. OTHER INFORMATION During the year ended December 31, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as such term is defined in Item 408(a) of Regulation S-K. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 95 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Officers and Directors Our officers, directors and director nominees are as follows: Name Age Title Ryan Gentry 33 Chief Executive Officer, Director Vikas Mittal 45 Director James DeAngelis 65 Chief Financial Officer Parker White 32 Chairman of the Board Tyler Evans 33 Director Pierre Rochard 36 Director Our directors and officers are as follows: Ryan Gentry, our Chief Executive Officer and Director , brings over a decade of experience spanning engineering, venture capital, and financial technology, with a focus on innovation at the intersection of finance and the Internet. Mr. Gentry is serving as the Co-Chief Executive Officer and Chief Investment Officer of CSLM Digital Asset Acquisition Corp III, Ltd, a special purpose acquisition company, since November 10, 2025. From 2020 to 2025, he led Business Development at Lightning Labs, where he helped scale the company’s Bitcoin and stablecoins payments infrastructure to support tens of billions of dollars in annualized volume on the Lightning Network. Prior to that, Mr. Gentry served as Lead Analyst at Multicoin Capital from 2018 to 2020, where he conducted diligence on early-stage investments in decentralized protocols and digital asset infrastructure. He began his career as a controls engineer at Intel Corporation, supporting automation systems in high-volume semiconductor manufacturing. Mr. Gentry holds a B.S. in Aerospace Engineering from The University of Texas at Austin and an M.S. in Electrical and Computer Engineering from the Georgia Institute of Technology. We believe that Mr. Gentry is well qualified to serve as our Chief Executive Officer due to his experience in digital financial infrastructure space (DeFi). James DeAngelis, our Chief Financial Officer, brings over 30 years of executive financial and operational experience in CFO and COO roles for public and private companies focused on technology-driven industries, including financial services, big data, BioTech, MedTech, e-commerce, clean tech, and specialty materials. Mr. DeAngelis has served as Director of Digital Transformation for Kroll, LLC from January 2003 to February 2025, segment CFO-Kroll Government Solutions, LLC (Kroll, LLC) from January 2023 to February 2025. Before Kroll, he served as CFO & COO, Secretary and Treasurer of Verus Analytics, LLC from July 2011 to June 2020. Before Verus, he served in various C-Suite roles at a series of portfolio companies in Putnam Partners, LLC from September 2009 to June 2011. Prior to Putnam, he served from May 1992 to August 2009 in various C-Suite roles in a series of public companies including Commodore Environmental Services, Inc. (COES:OTCPK), Commodore Applied Technologies, Inc. (CXIA:OTCPK) and Commodore Separation Technologies, Inc. (CXOT:OTCBB). Mr. DeAngelis graduated from The University of Connecticut with B.S degrees in biology and physiology, and from Thunderbird School of Global Management with a Masters in International Management. Additionally, he is a graduate of the certificate program from Harvard Business Analytics Program (HBAP). We believe that Mr. DeAngelis is well qualified to serve as our Chief Financial Officer due to his financial expertise and experience being an officer of public companies. 96 Vikas Mittal, our Director, has served as the Managing Member and Chief Investment Officer of Meteora Capital, LLC (“Meteora”) since January 2022. Mr. Mittal is also the Chairman, Co-Chief Executive Officer and Chief Financial Officer of CSLM Digital Asset Acquisition Corp III, Ltd, a special purpose acquisition company (SPAC), which is in the process of completing its initial public offering. Over Mr. Mittal’s 20 years on the buy-side as a principal investor, he has deployed capital across event-driven investment strategies. Mr. Mittal was a member of GSR II Meteora Acquisition Corp., where a Meteora investment professional also served as CFO. The SPAC raised $316.25 million in February 2022 and subsequently completed its initial business combination with Bitcoin Depot, Inc. (NASDAQ: BTM), a cryptocurrency platform operating a network of Bitcoin ATMs (BTMs) and a digital wallet application, in June 2023. Bitcoin Depot was founded in 2016 with the mission to connect those who prefer to use cash to the broader, digital financial system. Bitcoin Depot provides its users with simple, efficient and intuitive means of converting cash into Bitcoin, which users can deploy in the payments, spending and investing space. Users can convert cash to Bitcoin at Bitcoin Depot’s kiosks and at thousands of name-brand retail locations through its BDCheckout product. The Company has the largest market share in North America with approximately 8,400 kiosk locations as of early 2025. This represents over 30% growth in the number of kiosks since the closing of the business combination. Mr. Mittal has also served as Chief Financial Officer of Berto Acquisition Corp. since June 2025. Prior to Meteora, Mr. Mittal was an investment professional and member of Glazer Capital, LLC (“GCM”), having joined GCM in 2005. Before transitioning to the buy-side, Mr. Mittal was part of the founding team that launched Raymond James’ TMT investment banking practice in Palo Alto, California, in 2002 focusing on mid-market mergers and acquisitions and private placements. Mr. Mittal earned a B.S. in Finance from University of Florida in 2002, summa cum laude, and earned an MBA from NYU Stern School of Business in 2012. Mr. Mittal is also a CFA holder. We believe that Mr. Mittal is well qualified to serve as a director due to his deep experience in public finance, particularly with special purpose acquisition companies. Parker White, an Independent Director and Chairman of the Board , has served as the Chief Operating Officer and Chief Investment Officer at DeFi Dev Corp (NASDAQ:DFDV) since DATE, and previously served as an Engineering Director at Kraken Digital Asset Exchange from December 2018 to March 2025. He currently runs a Solana validator with $75 million in delegated stake which he started in DATE. Earlier in his career, Mr. White served as the Director of Research and Trading for TCG Advisors, a $2 billion institutional asset manager, from May 2014 to December 2018. He earned a bachelor’s degree in finance from the University of Texas in 2014. We believe that Mr. White is well qualified to serve as a Chairman of the Board due to his experience as a chief financial officer and engineering expertise. Pierre Rochard, Independent Director , Pierre Rochard is the Founder of the Bitcoin Bond Company, and has served as Chief Executive Officer since April 2025. The Bitcoin Company is a financial technology firm focused on developing bitcoin-backed financial products. Prior to that, from July 2022 to March 2025, he served as Vice President of Research for Riot Platforms Inc., one of the largest publicly traded Bitcoin mining companies in North America. Previously, from October 2019 to June 2022, Mr. Rochard was a product manager at Kraken Digital Asset Exchange, a cryptocurrency exchange. Mr. Rochard has an extensive career in Bitcoin economics, policy and technology. He started his career in public accounting and later co-founded the Satoshi Nakamoto Institute in November 2013, an educational initiative dedicated to archiving and promoting Bitcoin’s intellectual history. He became a prominent writer and speaker on Bitcoin, energy policy and financial regulation, and has advised policymakers, institutional investors and corporations on Bitcoin adoption and integration into the traditional financial markets. Mr. Rochard also serves on the Board of Directors for Strive, Inc. (NASDAQ: ASST) since September 2025. He brings deep expertise in Bitcoin, financial innovation and regulatory engagement. His background at the intersection of digital assets, economics and public policy supports informed oversight and long-term value creation. Mr. Rochard was educated at the University of Texas at Austin, where he earned his Bachelor of Business Administration and Master’s degrees in Accounting. We believe that Mr. Rochard is well qualified to serve as a director due to his expertise in crypto currency. Tyler Evans, Independent Director , has been serving as the Chief Investment Officer of Kindly MD Inc. since March 2025 (Nasdaq: NAKA), where he leads the company’s Bitcoin investment strategy. He is also the co-founder and CIO of UTXO Management, a premier asset manager focused on Bitcoin-native opportunities across public and private markets, which he has been serving as managing director since 2019. Mr. Evans co-founded BTC Inc in 2014, the publisher of Bitcoin Magazine and producer of the annual Bitcoin Conference, where he still serves as a director. He currently serves on the boards of Metaplanet Inc. (TSE: 3350 - since April 2024), Smarter Web Company PLC (AQSE: SWC since March 2025), Matador Inc. (TSXV: MATA since March 2025), and BTC Inc, since December 2021. A Bitcoin investor since 2013, he is also an active mentor with the Bitcoin Startup Lab and Draper BitcoinFi accelerator. Mr. Evans holds a degree in Chemical Engineering from the University of Alabama. We believe that Mr. Evans is well qualified to serve as a director due to his diverse experience in Bitcoin strategy initiatives. 97 Number, Terms of Office and Election of Executive Officers and Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of five members. Prior to our initial business combination, holders of our founder shares will have the right to appoint all of our directors and remove members of the board of directors for any reason, and holders of our public shares will not have the right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by the holders of a majority of at least 90% of our ordinary shares attending and voting in person or by proxy in a general meeting. Each of our directors will hold office for a two-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a simple majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares (or, prior to our initial business combination, holders of our founder shares). Our executive officers are elected by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our executive officers may consist of a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the Board of Directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship which in the opinion of the Company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have five “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules prior to completion of this offering. Our board has determined that each of Parker White, Tyler Evans and Pierre Rochard is an independent director under applicable SEC rules and the Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay our Sponsor, a monthly fee of $20,000 per month for office space and general and administrative services until the consummation of an initial business combination. The officers and directors shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred and advisory fees shall be paid to the directors and advisors in connection with certain activities on the Company’s behalf. Except as set forth above and in this paragraph, no compensation will be paid to our Sponsor, executive officers and directors, or any of their respective affiliates, prior to or in connection with the consummation of our initial business combination. Additionally, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our Board of Directors may also approve the payment of advisory fees to directors in connection with such activities, including board committee service, and extraordinary administrative and analytical services. Our independent directors will review on a quarterly basis all payments that were made to our Sponsor, executive officers, directors or our or their affiliates. 98 After the completion of our initial business combination, members of our management team who remain with us, may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, as it will be up to the directors of the post-combination business to determine executive and director compensation. Any compensation to be paid to our officers will be determined, or recommenced, to the Board of Directors for determination, either by a committee constituted solely of independent directors or by a majority of the independent directors on our Board of Directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Upon the effective date of the Registration Statement of which this prospectus forms a part, our Board of Directors will have two standing committees: an audit committee and a compensation committee. Each of our audit committee and our compensation committee will be composed solely of independent directors. Each committee will operate under a charter that will be approved by our Board of Directors and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering. Audit Committee We established and will maintain an audit committee, which will be composed entirely of independent directors as and when required by the rules of Nasdaq and Rule 10A of the Exchange Act. The members of our audit committee will be Parker White, Tyler Evans and Pierre Rochard. Parker White will serve as chair of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Parker White qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We adopted an audit committee charter, which will detail the purpose and principal functions of the audit committee, including: ● assisting the Board of Directors in the oversight of (1) the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company, (2) the preparation and integrity of the financial statements of the Company, (3) the compliance by the Company with financial statement and regulatory requirements, (4) the performance of the Company’s internal finance and accounting personnel and its independent registered public accounting firms, and (5) the qualifications and independence of the Company’s independent registered public accounting firms; ● reviewing with each of the internal and independent registered public accounting firms the overall scope and plans for audits, including authority and organizational reporting lines and adequacy of staffing and compensation; 99 ● reviewing and discussing with management and internal auditors the Company’s system of internal control and discussing with the independent registered public accounting firm any significant matters regarding internal controls over financial reporting that have come to its attention during the conduct of its audit; ● reviewing and discussing with management, internal auditors and the independent registered public accounting firm the Company’s financial and critical accounting practices, and policies relating to risk assessment and management; ● receiving and reviewing reports of the independent registered public accounting firm and discussing 1) all critical accounting policies and practices to be used in the firm’s audit of the Company’s financial statements, 2) all alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent registered public accounting firm, and 3) other material written communications between the independent registered public accounting firm and management, such as any management letter or schedule of unadjusted differences; ● reviewing and discussing with management and the independent registered public accounting firm the annual and quarterly financial statements and section entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of the Company prior to the filing of the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q; ● reviewing, or establishing, standards for the type of information and the type of presentation of such information to be included in, earnings press releases and earnings guidance provided to analysts and rating agencies; ● discussing with management and the independent registered public accounting firm any changes in the Company’s critical accounting principles and the effects of alternative GAAP methods, off-balance sheet structures and regulatory and accounting initiatives; ● reviewing material pending legal proceedings involving the Company and other contingent liabilities; ● meeting periodically with the Chief Executive Officer, Chief Financial Officer, the senior internal auditing executive and the independent registered public accounting firm in separate executive sessions to discuss results of examinations; ● reviewing and approving all transactions between the Company and related parties or affiliates of the officers of the Company requiring disclosure under Item 404 of Regulation S-K prior to the Company entering into such transactions; ● establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees or contractors of concerns regarding questionable accounting or accounting matters; ● reviewing periodically with the Company’s management, independent registered public accounting firm and outside legal counsel (i) legal and regulatory matters which may have a material effect on the financial statements, and (ii) corporate compliance policies or codes of conduct, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding the Company’s financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities; and ● establishing policies for the hiring of employees and former employees of the independent registered public accounting firm. Compensation Committee Upon the commencement of the trading of our units on Nasdaq, we will have established a compensation committee of the board of directors. The members of our compensation committee are Parker White, Tyler Evans and Pierre Rochard. Parker White will serve as chair of the compensation committee. We have adopted a compensation committee charter, which will detail the purpose and responsibility of the compensation committee, including: ● reviewing the performance of the Chief Executive Officer and executive management; 100 ● assisting the Board in developing and evaluating potential candidates for executive positions (including Chief Executive Officer); ● reviewing and approving goals and objectives relevant to the Chief Executive Officer and other executive officer compensation, evaluating the Chief Executive Officer’s and other executive officers’ performance in light of these corporate goals and objectives, and setting the Chief Executive Officer and other executive officer compensation levels consistent with its evaluation and the Company philosophy; ● approving the salaries, bonus and other compensation for all executive officers; ● reviewing and recommending to the Board of Directors for approval compensation packages for new corporate officers and termination packages for corporate officers as requested by management; ● reviewing and discussing with the Board of Directors and senior officers plans for officer development and corporate succession plans for the Chief Executive Officer and other senior officers; ● reviewing and making recommendations concerning executive compensation policies and plans; ● reviewing and recommending to the Board of Directors the adoption of or changes to the compensation of the Company’s directors; ● reviewing and approving the awards made under any executive officer bonus plan, and providing an appropriate report to the Board of Directors; ● reviewing and making recommendations concerning long-term incentive compensation plans, including the use of stock options and other equity-based plans, and, except as otherwise delegated by the Board of Directors, acting as the “Plan Administrator” for equity-based and employee benefit plans; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for the Company’s executive officers and employees; ● reviewing periodic reports from management on matters relating to the Company’s personnel appointments and practices; ● assisting management in complying with the Company’s proxy statement and annual report disclosure requirements; ● issuing an annual Report of the Compensation Committee on Executive Compensation for the Company’s annual proxy statement in compliance with applicable SEC rules and regulations; ● annually evaluating the committee’s performance and the committee’s charter and recommending to the Board of Directors any proposed changes to the charter or the committee; and ● undertaking all further actions and discharging all further responsibilities imposed upon the Committee from time to time by the Board of Directors, the federal securities laws or the rules and regulations of the SEC. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. 101 Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Parker White, Tyler Evans and Pierre Rochard. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. Clawback Policy We have adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act. Code of Conduct and Ethics Upon the effectiveness of the registration statement of which this prospectus forms a part, we will have adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. We have filed a copy of our form of Code of Business Conduct and our board committee charters as exhibits to the registration statement. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov . In addition, a copy of the Code of Business Conduct will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Business Conduct in a Current Report on Form 8-K. See “Where You Can Find Additional Information.” Conflicts of Interest Under Cayman Islands law, directors and officers owe fiduciary duties to the Company including the following: ● duty to act in good faith in what the director or officer believes to be in the best interests of the Company as a whole; ● duty to exercise authority for the purpose for which it is conferred; ● duty to not improperly fetter the exercise of future discretion; ● duty to exercise powers fairly as between different classes of shareholders; ● duty not to put themselves in a position in which there is a conflict between their duty to the Company and their personal interests; and ● duty to exercise independent judgment. 102 In addition to the above, directors also owe a duty of care and skill, which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the Company and the general knowledge, skill and experience which that director has. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the Company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders; provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. Our team, in their capacities as directors, officers or employees of our Sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our Sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. Certain members of our team have fiduciary and contractual duties to Meteora and to certain companies in which Meteora has invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. None of the members of our team who are also employed by our Sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware, subject to his or her fiduciary duties under Cayman Islands law. Our Sponsor and members of our team are also not prohibited from Sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination, and certain of them expect to do so in the future. Any such involvement may result in conflicts of interests as described above. Our Sponsor, officers or directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our Sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target. Based on the existing relationships of our Sponsor, directors and officers, their level of financial investment in us and the potential loss of such investment if no business combination is consummated, and the fact that we may consummate a business combination with a target in a broad array of industries, we do not believe that any potential conflicts would materially affect our ability to complete our initial business combination. While we believe there may be overlap between companies that would be a suitable business combination for us, there are also many companies that would make be an attractive target for their other businesses. Therefore, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, or in the case of a non-compete restriction, may not present such opportunity to us at all. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. In addition, our amended and restated memorandum and articles of association will contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to the Company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. 103 In addition, our Sponsor, its members, our officers or our directors or their respective affiliates may be investors, or have other direct or indirect interests, in a business with which we may enter into a business combination agreement and/or in certain funds or other persons that may purchase shares in this offering or that may otherwise purchase our Class A ordinary shares in the public market. We do not believe, however, based on the other companies with which our directors and officers are affiliated and their respective businesses, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Investors should be aware of the following potential conflicts of interest: ● Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. ● Our initial shareholders purchased founder shares for a nominal purchase price prior to the date of this prospectus and will purchase private units in a transaction that will close simultaneously with the closing of this offering. Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our initial business combination. Additionally, our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the private units will expire worthless. Furthermore, our Sponsor, officers and directors have agreed 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 (A) six months after the completion of our initial business combination or (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. The private units (including the Class A ordinary shares comprising part of the private placement units and the Class A ordinary shares underlying the private warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. ● The personal and financial interests of our directors and executive officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our initial business combination. The different timelines of competing business combinations could cause our directors and executive officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. For example, if two targets are being evaluated by our management team, and one is more stable and has a better risk or stability profile for our public shareholders, but may take a longer time to diligence and go through the business combination process, while the other has a less favorable risk or stability profile for our public shareholders, but would be easier, quicker and more certain to guide through the business combination process, our management team may decide to choose what they believe to be the quicker and more certain path despite its less favorable risk or stability profile for our public shareholders, as our management team would likely not receive any financial benefit unless we consummated a business combination. Additionally, if members of our management team form other special purpose acquisition companies similar to ours or pursue other business or investment ventures during the period in which we are seeking an initial business combination, the consideration paid, terms, conditions and timing relating to the business combinations of such other special purpose acquisition companies or ventures, and the level of attention paid to by members of our management team to them versus the level of attention paid to us may conflict in a way that is unfavorable to us. Consequently, our directors’ and executive officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest, which could negatively impact the timing for a business combination. 104 ● Our Sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination, including the fact that they may lose their entire investment in us if our initial business combination is not completed, except to the extent they receive liquidating distributions from assets outside the trust account. Upon the closing of this offering, our Sponsor will have invested in us an aggregate of $5,025,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.003 per share) and the $5,000,000 purchase price for the private units (or $10.00 per unit), assuming the underwriters do not exercise their over-allotment option. Accordingly, our management team may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our Sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares and if our Sponsor were required to pay cash to exercise the private units, as our Sponsor and members of our management team would likely not receive any financial benefit unless we consummated such business combination. These interests of our executive officers and directors may affect the consideration paid, terms, conditions and timing relating to a business combination in a way that conflicts with the interests of our public shareholders. ● Certain members of our management team may receive compensation upon consummation of our initial business combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such compensation will not be received unless we consummate such business combination. ● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. ● In the event our Sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. ● Similarly, if we agree to pay our Sponsor or a member of our management team or one of their affiliates a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination, which, if made prior to the completion of our initial business combination, will be paid from working capital. ● We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers, directors or the non-managing Sponsor investors, or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors or the non-managing Sponsor investors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. 105 We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. For the foregoing reasons, our Board of Directors may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination with the Company. In general, executive officers and directors of a corporation incorporated under the laws of the Cayman Islands are required to present business opportunities to a corporation if: ● the corporation could financially undertake the opportunity; ● the opportunity is within the corporation’s line of business; and ● it would not be fair to the corporation and its shareholders for the opportunity not to be brought to the attention of the corporation. Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our Board of Directors evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor. In order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and directors has contractually agreed, pursuant to a written agreement with us, until the earliest of our execution of a definitive agreement for a business combination, our liquidation or such time as he or she ceases to be an officer or director, to present to our Company for our consideration, prior to presentation to any other entity, any suitable business opportunity which may reasonably be required to be presented to us, subject to any fiduciary or contractual obligations he or she might have in the event their respective business combinations are not consummated. Accordingly, our amended and restated memorandum and articles of association provide that the doctrine of corporate opportunity will not apply with respect to any of our executive officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations. Individual Entity Entity’s Business Affiliation Vikas Mittal Samara CSLM LLC Holding Company Managing Member SAMARA DE V, LLC Sponsor managing member Managing Member Meteora Capital Investment management company Managing Member and Chief Investment Officer Investcorp Europe Acquisition Corp I Special Purpose Acquisition Company Chief Executive Officer and Chief Financial Officer CSLM Digital Asset Acquisition Corp III, Ltd Special Purpose Acquisition Company Chairman, Co-Chief Executive Officer and Chief Financial Officer 106 Individual Entity Entity’s Business Affiliation Ryan Gentry CSLM Digital Asset Acquisition Corp III, Ltd Special Purpose Acquisition Company Co-Chief Executive Officer Parker White DeFi Dev Corp Digital Assets Chief Operating Officer and Chief Investment Officer Tyler Evans UTXO Kindly MD Inc. Metaplanet Inc. Smarter Web Company PLC BTC, Inc. Digital Assets CIO Co Founder and CIO Director Director Director Co-Founder Pierre Rochard The Bitcoin Company Founder - CEO Strive, Inc. Director (1) Includes certain other affiliates and portfolio companies If we submit our initial business combination to our public shareholders for a vote, our initial shareholders have agreed to vote any shares held by them in favor of our initial business combination. In addition, they have agreed to waive their respective rights to participate in any liquidation distribution with respect to their founder shares, insider shares or private shares. If they purchase Class A ordinary shares as part of this offering or in the open market, however, they would be entitled to participate in any liquidation distribution in respect of such shares but have agreed not to convert or sell such shares to us in connection with the consummation of an initial business combination. All ongoing and future transactions between us and any of our Sponsor, executive officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by a majority of our uninterested “independent” directors or the members of our Board of Directors who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. 107 Item 11. EXECUTIVE COMPENSATION Executive Officers and Director Compensation No executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. Clawback Policy As required by the NASDAQ rules, our Board has adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek the recovery of incentive compensation received by any the Company’s current and former executive officers (as determined by the Compensation Committee of the Company’s Board in accordance with Section 10D of the Exchange Act and the rules of the Nasdaq Global Market) and such other senior executives/employees who may from time to time be deemed subject to the Clawback Policy by the Compensation Committee (collectively, the “Covered Executives”) during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. The amount to be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Compensation Committee. If the Compensation Committee cannot determine the amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. Because we do not anticipate paying any cash compensation to our prospective Covered Executives, we do not anticipate paying any incentive compensation which could become subject to clawback under the Clawback Policy. 108 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 30, 2026 by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares; ● each of our executive officers and directors that beneficially owns our Ordinary Shares; and ● all our executive officers and director as a group. The following table is based on 27,770,000 Ordinary Shares issued and outstanding as of December 31, 2025, of which 20,000,000 were Class A Ordinary Shares and 7,666,667 were Class B Ordinary Shares. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our Ordinary Shares beneficially owned by them. Before Offering After Offering Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned (2) Approximate Percentage of Issued and Outstanding Ordinary Shares (6) Number of Shares Beneficially Owned (7) Approximate Percentage of Issued and Outstanding Ordinary Shares (8) Samara Acquisition Sponsor V Ltd. (our Sponsor) (3)(4) 7,606,667 99.2 % 6,606,667 24.1 % Ryan Gentry - - - - Vikas Mittal (3) 7,606,667 99.2 % 6,606,667 24.1 % James DeAngelis - - - - Parker White 20,000 (5) 0.3 % 20,000 (5) - Tyler Evans 20,000 (5) 0.3 % 20,000 (5) - Pierre Rochard 20,000 (5) 0.3 % 20,000 (5) - All directors and officers as a group (6 individuals) 7,666,667 (4) 100 % 6,666,667 24.3 % (1) Unless otherwise noted, the business address of each of the following entities or individuals is 1200 N. Federal Hwy, Suite 200, Boca Raton, FL 33432. (2) Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such ordinary shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.” This number assumes the transfer by the Sponsor of 20,000 founder shares (or 60,000 in the aggregate) to each of Parker White, a director of the Company, and the Company’s directors, Tyler Evans and Pierre Rochard, for the sum of $0.003 per share pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the registration statement of which this prospectus forms a part. (3) Samara Acquisition Sponsor V Ltd. our Sponsor, is the record holder of the Class B ordinary shares reported herein. The legal and beneficial owners of our Sponsor is SAMARA DE V, LLC, which is owned and controlled by Vikas Mittal and his immediate family. By virtue of his shared control over the manager of our Sponsor, Mr. Vittal may be deemed to beneficially own shares held by our Sponsor. 109 (4) Certain institutional investors (none of which are affiliated with any member of our management, our Sponsor or any other investor), which we refer to as the “non-managing Sponsor investors” throughout this prospectus, have expressed an interest to indirectly purchase, through the purchase of securities in our Sponsor, an aggregate of 250,000 private units ($2,500,000 in the aggregate) at a price of $10.00 per unit in a private placement that will close simultaneously with the closing of this offering. Subject to each non-managing Sponsor investor indirectly purchasing, through securities in our Sponsor, the private units allocated to it in connection with the closing of this offering, the Sponsor issued its securities at a nominal purchase price to the non-managing Sponsor investors reflecting interests in an aggregate of 1,666,667 founder shares held by the Sponsor. The Sponsor will continue holding founder shares and private units until the completion of our initial business combination, and as such, until that time, it will control the voting by these shares and will have the sole discretion as to when to convert the founder shares and private shares into Class A ordinary Shares. (5) Represents shares transferred by the Sponsor pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the registration statement of which this prospectus forms a part, to transfer 20,000 founder shares (or 60,000 in the aggregate) to each of our independent directors, Parker White, Tyler Evans and Pierre Rochard, for the sum of $0.003 per share. (6) Based on 6,666,667 shares issued and outstanding before the offering. (7) This number assumes that the underwriters’ over-allotment option is not exercised and that the Sponsor forfeits 1,000,000 founder shares, and the Sponsor has acquired 500,000 private units at a price of $10.00 per unit (with each unit consisting of one Class A ordinary share, and one-half of one redeemable warrant) in a private placement, and that none of such persons purchase public units in this offering. The Class A ordinary shares derived from the private units and warrants are not included in this calculation. (8) This number assumes that the underwriters’ over-allotment option is not exercised and following the completion of the offering, 27,366,667 ordinary shares in total remain outstanding. Immediately after this offering, our initial shareholders will beneficially own 25% of the then issued and outstanding ordinary shares (assuming our initial shareholders do not purchase any units in this offering and excluding any shares underlying the private units) and will have the right to elect all of our directors prior to our initial business combination as a result of holding all of the founder shares. Holders of our public shares will not have the right to appoint any directors to our board of directors prior to our initial business combination. In addition, because of their ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions. If we increase or decrease the size of this offering, we will effect a capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our founder shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 25% of our issued and outstanding ordinary shares upon the consummation of this offering (excluding any shares underlying the private units). The Class A ordinary shares issuable upon conversion of our founder shares may ultimately result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. To the extent the underwriters do not exercise their over-allotment option, up to an aggregate of 1,000,000 founder shares will be subject to forfeiture. Our Sponsor will be required to surrender for no consideration only that number of founder shares necessary to maintain the representation by the founder shares of a 25% ownership interest in our outstanding ordinary shares (without giving effect to the sale of the private units) after consummation of this offering. Assuming no exercise of the underwriters’ over-allotment option, our Sponsor has committed to purchase an aggregate of 500,000 private units (or up to 575,000 private units if the over-allotment option is exercised in full) and the underwriters have committed to purchase an aggregate of 200,000 private units (or up to an aggregate of 230,000 private units if the over-allotment option is exercised in full) at $10.00 per unit. These purchases will take place in a private placement that will close simultaneously with the consummation of this offering. The private units are identical to the public units, except as otherwise described herein. 110 Our initial shareholders have agreed (A) to vote their founder shares and private shares held by them in favor of any proposed business combination, (B) not to propose an amendment to our charter documents with respect to our pre-business combination activities prior to the consummation of such a business combination unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, (C) not to redeem any private shares in connection with a shareholder vote to approve our proposed initial business combination and (D) that such private shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated, until all of the claims of any redeeming shareholders and creditors are fully satisfied (and then only from funds held outside the trust account). To the extent that our initial shareholders acquire any public shares after we publicly announce our intention to engage in a proposed business combination, such initial shareholders have agreed pursuant to the terms of a letter agreement that they will not vote such shares for or against such business combination. Our initial shareholders have agreed not to transfer, assign or sell any of their respective founder shares that they hold until the date that is (i) in the case of the founder shares, the earlier of (A) six months after the date of the consummation of our initial business combination or (B) the date on which we consummate a liquidation, merger, stock exchange or other similar transaction after our initial business combination which results in all of our shareholders having the right to exchange their public shares for cash, securities or other property, and (ii) in the case of the private units or any securities underlying the private units, until 30 days after the completion of our initial business combination. Notwithstanding the foregoing, the lock-up period of the non-managing Sponsor investors shall not be longer than the Sponsor’s lock-up period; provided that if upon consummation of an initial business combination, any securityholder holding more than three percent (3.0%) of the capital stock of the surviving company is not subject to a lock-up agreement or is subject to a lock-up agreement for a shorter period of time than non-managing Sponsor investors, the non-managing Sponsor investors’ lock-up period shall be reduced to the shortest lock-up period or terminated, as the case may be, unless such exclusion from the lock-up obligations is required in compliance with the listing rules of Nasdaq or any other national stock exchange. Notwithstanding the foregoing, during their respective lock-up periods, the initial shareholders may transfer, assign or sell any of the aforenamed securities (1) amongst the Sponsor and its affiliates, to our executive officers or directors, or to any affiliate or family member of any of our executive officers or directors, (2) in the case of an entity, as a distribution to its partners, shareholders or members upon its liquidation, (3) in the case of an individual, (i) by bona fide gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization, (ii) by virtue of the laws of descent and distribution upon the death of such person, (iii) pursuant to a qualified domestic relations order, (4) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (5) through private sales or transfers made in connection with the consummation of our initial business combination at prices no greater than the price at which such securities were originally purchased, or (6) to us for no value for cancellation in connection with the consummation of our initial business combination; provided , that, in each such case (except clause (6)), these transferees (the “permitted transferees”) shall enter into a written agreement with us agreeing to be bound by the transfer restrictions agreed to by the original holder in connection with the purchase of the securities being transferred. Registration Rights Our initial shareholders, the non-managing Sponsor investors and their permitted transferees can demand that we register the founder shares, the private units and underlying securities and any securities issued upon conversion of working capital loans, pursuant to an agreement to be signed prior to or on the date of this prospectus. The holders of a majority of these securities are entitled to make up to three demands that we register such securities. The holders of a majority of these securities or units issued in payment of working capital loans made to us (or underlying securities) can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a business combination. 111 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Our Sponsor has acquired 7,666,667 Class B ordinary shares, or “founder shares,” for a purchase price of $25,000 or $0.003 per share, of which up to 1,000,000 founder shares remain subject to surrender to us for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised during this offering. The purchase price per founder share was determined by dividing the amount of cash contributed to the Company by the number of founder shares issued. Prior to the investment of $25,000 by our Sponsor, the Company had no assets, tangible or intangible. The number of founder shares, and the surrender mechanism underlying the founder shares, has been determined in order to ensure that the founder shares will collectively represent 25% of the outstanding shares (excluding any shares underlying the private units) upon completion of this offering and the exercise of the underwriters’ over-allotment option, if any. In connection with this offering, our Sponsor holds 7,666,667 founder shares, of which up to 1,000,000 founder shares are subject to surrender to us depending on the extent to which the underwriters’ over-allotment option is exercised during this offering. Our Sponsor has, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the registration statement of which this prospectus forms a part, to transfer 20,000 founder shares (or 60,000 in the aggregate) to each of our independent directors, Parker White, Tyler Evans and Pierre Rochard, for the sum of $0.003 per share. Our Sponsor and the underwriters in this offering, have committed, pursuant to written agreements, to purchase an aggregate of 700,000 private units in a private placement that will close simultaneously with this offering (or up to 575,000 private units if the underwriters’ over-allotment option is exercised in full) at the price of $10.00 per private unit. Of the 700,000 private units, our Sponsor has committed to purchase 500,000 private units (or up to 575,000 private units in the event that the underwriters’ over-allotment option is exercised in full) and the underwriters have committed to purchase an aggregate of 200,000 private units (or up to an aggregate of 230,000 private units if the underwriters’ over-allotment option is exercised in full). These purchases of private units will take place in a private placement that will close simultaneously with the sale of the public units in this offering. Except with respect to permitted transferees as described herein under “ Principal Shareholders ,” our initial shareholders have agreed not to transfer, assign or sell any of their respective founder shares and private units until the date that is (i) in the case of the founder shares, the earlier of (A) 6 months after the completion of our initial business combination, or (B) the date on which we consummate a liquidation, merger, stock exchange or other similar transaction after our initial business combination which results in all of our shareholders having the right to exchange their public shares for cash, securities or other property, and (ii) in the case of the private units or any securities underlying the private units, until 30 days after the completion of our initial business combination. permitted transferees would be subject to the same restrictions and other agreements of our initial shareholders with respect to any such securities. In order to meet our working capital needs following the consummation of this offering, our Sponsor, executive officers, directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. Up to $1,500,000 of such loans may be convertible into additional private units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. The terms of such loans by our Sponsor, executive officers, directors, or their affiliates, if any, have not been determined and no written agreements exist with respect to such loans. The holders of our founder shares and private shares issued and outstanding on the date of this prospectus, as well as the holders of the private shares and private warrants underlying the private units, our Sponsor, officers, directors or their affiliates may be issued in payment of working capital loans made to us, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of a majority of these securities are entitled to make up to three demands that we register such securities. The holders of a majority of these securities or units issued in payment of working capital loans made to us can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements. 112 As more fully discussed in “Management and Advisors — Conflicts of Interest,” if any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our directors and officers currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. We do not believe, however, based on the other companies with which our directors and officers are affiliated and their respective businesses, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. We entered into an Administrative Services Agreement with our Sponsor, pursuant to which we will pay a total of $20,000 per month for company administration, office space, utilities, and secretarial and administrative support to such affiliate. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination takes the maximum 24 months, our Sponsor will be paid a total of $480,000 per year ($20,000 per month) for company administration, office space, utilities, and secretarial and administrative support. We may, at times, pay compensation or fees, including finder’s, consulting fees and other similar fees, to our Sponsor, members of our management team or their respective affiliates, for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is) but no such fees are currently contemplated. In addition, such individuals will receive the repayment of any loans from our Sponsor, officers and directors for working capital purposes and reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Our Board of Directors may also approve the payment of advisory fees for such activities, including board committee service, and extraordinary administrative and analytical services. There is no limit on the amount of out-of-pocket expenses reimbursable by us. Our independent directors will review on a quarterly basis all payments that were made to our Sponsor, executive officers or our or their affiliates. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of a shareholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K, as required by the SEC. All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by a majority of our uninterested “independent” directors or the members of our Board of Directors who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Administrative Services Agreement We entered into an Administrative Services Agreement with our Sponsor pursuant to which we will pay a total of $20,000 per month to our Sponsor for company administration, office space, utilities, and secretarial and administrative support. Upon the earlier of consummation of our initial business combination and our liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination takes 24 months, our Sponsor will be paid a total of $480,000 ($20,000 per month) for these services. 113 Related Party Policy We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy. On the closing of this offering, we adopted our Code of Ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board of directors) or as disclosed in our public filings with the SEC. Under our Code of Ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company. In addition, our audit committee, pursuant to a written charter that we adopted prior to the consummation of this offering, will be responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, directors or officers, or our or any of their respective affiliates. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our Sponsor, directors or officers unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our Company from a financial point of view. Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion that the price we are paying is fair to our Company from a financial point of view. We will also make the following payments, none of which will be made from the proceeds of this offering and the sale of the private units held in the trust account prior to the completion of our initial business combination: ● Repayment of an aggregate of up to $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses; ● payment to our Sponsor of a total of $20,000 per month for company administration, office space, utilities, and secretarial and administrative support ( See “Certain Relationships and Related Party Transactions — Administrative Services Agreement” ); ● Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and ● Repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our directors and officers to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender. ● We may also pay finder’s fees, reimbursements or cash payments to our Sponsor, directors or officers, or our or any of their respective affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination but no such fees are currently contemplated. The above payments may be funded using the net proceeds of this offering and the sale of the private units not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. 114 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following is a summary of f ees paid or to be paid to WithumSmith+Brown, PC for services rendered. Audit Fees Audit fees consist of the aggregate fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by WithumSmith+Brown, PC in connection with regulatory filings. The aggregate fees of WithumSmith+Brown, PC for professional services rendered for the (i) audit of our annual financial statements and (ii) review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from June 9, 2025 (inception) through December 31, 2025 totaled approximately $120,200. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings. Audit-Related Fees Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay WithumSmith+Brown, PC for any audit-related fees for the period from June 9, 2025 (inception) through December 31, 2025. Tax Fees Tax fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice. The aggregate fees of WithumSmith+Brown, PC for tax services, planning or advice totaled approximately $5,250 for the period from June 9, 2025 (inception) through December 31, 2025. All Other Fees All other fees consist of the aggregate fees billed for all other services. We did not pay WithumSmith+Brown, PC for any other services for the period from June 9, 2025 (inception) through December 31, 2025. Pre-Approval Policy Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 115 PART IV Item 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as a part of this Report: (1) Financial statements: Our financial statements are listed in the “Index to Audited Financial Statements” on page F-1. (2) Financial statements (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov. Exhibit No. Description 3.1 Amended and Restated Memorandum and Articles of Association. (1) 3.2 Amended and Restated Memorandum & Articles of Association dated December 1, 2025 (as filed on the Current Report on Form 8-K as Exhibit 3.1 on December 3, 2025 and incorporated herein by reference) 4.1 Specimen Unit Certificate. (2) 4.2 Specimen Class A Ordinary Share Certificate. (2) 4.3 Specimen Warrant Certificate. (2) 4.4 Warrant Agreement between Continental Stock Transfer & Trust Company and the Company. (1) 4.5* Description of Securities. 10.1 Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company. (1) 10.2 Registration and Shareholder Rights Agreement among the Company, the Sponsor and the Representative. (1) 10.3 Private Placement Warrant Purchase Agreement between the Company and the Sponsor. (1) 10.4 Private Placement Warrant Purchase Agreement between the Company and the Representative. (1) 10.5 Private Placement Warrant Purchase Agreement between the Company and Clear Street LLC. (1) 10.6 Letter Agreement among the Company, the Sponsor and the Company’s officers and directors. (1) 10.7 Administrative Services Agreement, dated December 1, 2025, by and between the Company and the Sponsor. (1) 10.8 Indemnity Agreement with Officers and Directors (1) 10.11* Samara Capital Advisors, Llc Consulting Services Agreement Dated March 26, 2026 31.1* Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Clawback Policy. 97.2* Insider Trading Policy 101.Ins Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. (1) Incorporated by reference to our Current Report on Form 8-K, filed with the SEC on December 3, 2025. (2) Incorporated by reference to our Registration Statement on Form S-1, as amended, initially filed with the SEC on August 28, 2025. Item 16. FORM 10–K SUMMARY None. 116 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Bitcoin Infrastructure Acquisition Corp Ltd By: /s/ Ryan Gentry Name: Ryn Gentry Title: Chief Executive Officer (Principal Executive Officer) Dated: March 30, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Position Date /s/ Ryan Gentry Chief Executive Officer and Director March 30, 2026 Ryan Gentry (Principal Executive Officer) /s/ James DeAngelis Chief Financial Officer March 30, 2026 James DeAngelis (Principal Financial Officer) /s/ Vikas Mittal Director March 30, 2026 Vikas Mittal /s/ Tyler Evans Director March 30, 2026 Tyler Evans /s/ Pierre Rochard Director March 30, 2026 Pierre Rochard 117 BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the period from June 9 2025 (inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the period from June 9, 2025 (inception) through December 31, 2025 F-5 Statements of Cash Flows for the period from June 9, 2025 (inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 F- 1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Bitcoin Infrastructure Acquisition Corp Ltd.: Opinion on the Financial Statements We have audited the accompanying balance sheet of Bitcoin Infrastructure Acquisition Corp Ltd. (the “Company”) as of December 31, 2025, the related statements of operations, changes in shareholders’ deficit and cash flows for the period from June 9, 2025 (Inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from June 9, 2025 (Inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2025. New York , New York March 30, 2026 PCAOB ID Number 100 F- 2 BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD. BALANCE SHEET DECEMBER 31, 2025 Assets: Current assets Cash and cash equivalents $ 2,637,478 Prepaid expenses – current 78,299 Total current assets 2,715,777 Non-current assets Cash and marketable securities held in Trust Account 220,645,454 Prepaid expenses – non-current 59,175 Total non-current assets 220,704,629 Total Assets $ 223,420,406 Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit: Current liabilities Accounts payable $ 41,399 Accrued expenses 76,500 Accrued offering costs 449 Over-allotment option liability 15,000 Total current liabilities 133,348 Non-current liabilities Deferred underwriting commissions 8,800,000 Total non-current liabilities 8,800,000 Total Liabilities 8,933,348 Commitments and Contingencies (Note 7) Class A ordinary shares subject to possible redemption, $ 0.0001 par value; 22,000,000 shares issued and outstanding at redemption value of $ 10.03 per share 220,645,454 Shareholders’ Deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding - Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; 770,000 shares issued and outstanding (excluding 22,000,000 shares subject to redemption) 77 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 7,666,667 (1) shares issued and outstanding 767 Additional paid-in capital - Accumulated deficit ( 6,159,240 ) Total Shareholders’ Deficit ( 6,158,396 ) Total Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit $ 223,420,406 (1) On December 3, 2025, the underwriters partially exercised the over-allotment option in the amount of 2,000,000 Units (Note 1). As such, up to 333,334 Class B ordinary shares remained subject to forfeiture if the remaining over-allotment option is not exercised in full or in part by the underwriters. The accompanying notes are an integral part of these financial statements. F- 3 BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD. CONDENSED STATEMENTS OF OPERATIONS FOR THE PERIOD FROM JUNE 9, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Operating expenses: Formation, general and administrative costs $ 146,605 Insurance expense 6,475 Listing fees 82,083 Administrative support fee expense 18,710 Loss from operations ( 253,873 ) Other income (expense): Interest income from Trust Account 645,454 Interest income from money market mutual fund 1,378 Change in fair value of over-allotment option 87,000 Share based compensation expense ( 329,000 ) Total other income 404,832 Net income 150,959 Basic weighted average Class redeemable ordinary shares outstanding 2,990,291 Basic net income per Class A redeemable ordinary shares $ 0.02 Diluted weighted average Class redeemable ordinary shares outstanding 2,990,291 Diluted net income per Class A redeemable ordinary shares $ 0.02 Basic weighted average Class A non-redeemable ordinary shares outstanding 104,660 Basic net income per Class A non-redeemable ordinary shares $ 0.02 Diluted weighted average Class A non-redeemable ordinary shares outstanding 104,660 Diluted net income per Class A non-redeemable ordinary shares $ 0.02 Basic weighted average Class B non-redeemable ordinary shares outstanding (1) 5,462,783 Basic net income per Class B non-redeemable ordinary shares $ 0.02 Diluted weighted average Class B non-redeemable ordinary shares outstanding (1) 5,666,667 Diluted net income per Class B non-redeemable ordinary shares $ 0.02 (1) On December 3, 2025, the underwriters partially exercised the over-allotment option in the amount of 2,000,000 Units (Note 1). As such, up to 333,334 Class B ordinary shares remained subject to forfeiture if the remaining over-allotment option is not exercised in full or in part by the underwriters. The accompanying notes are an integral part of these financial statements. F- 4 BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD. CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER’S DEFICIT FOR THE PERIOD FROM JUNE 9, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Non-redeemable Class A Ordinary shares Non-redeemable Class B Ordinary shares Additional Paid-In Accumulated Shareholder’s Shares Amount Shares Amount Capital Deficit Deficit Balance as of June 9, 2025 (inception) - $ - - $ - $ - $ - $ - Issuance of Class B ordinary shares (1) - - 7,666,667 767 24,233 - 25,000 Fair value of Public Warrants - - - - 3,736,264 - 3,736,264 Sale of Private Placement Units 770,000 77 - - 7,699,923 - 7,700,000 Allocated value of transaction costs to Public Warrants - - - - ( 232,971 ) - ( 232,971 ) Transfer of Class B ordinary shares to directors - - - - 329,000 - 329,000 Remeasurement of Class A ordinary shares subject to possible redemption - - - - ( 11,556,449 ) ( 6,310,199 ) ( 17,866,648 ) Net income - - - - - 150,959 150,959 Balance as of December 31, 2025 770,000 $ 77 7,666,667 $ 767 $ - $ ( 6,159,240 ) $ ( 6,158,396 ) (1) Includes up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (Note 8). The accompanying notes are an integral part of these financial statements. F- 5 BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD. CONDENSED STATEMENT OF CASH FLOWS For the Year Ended December 31, 2025 Cash Flows from Operating Activities: Net income $ 150,959 Adjustments to reconcile net income to net cash used in operating activities: Interest income on Trust Account ( 645,454 ) Change on fair value of over-allotment option liability ( 87,000 ) Share based compensation expense 329,000 Changes in operating assets and liabilities: Prepaid expenses ( 137,474 ) Accounts payable 41,399 Accrued expenses 76,500 Net cash used in operating activities ( 272,070 ) Cash Flows from Investing Activities: Investment in Trust Account ( 220,000,000 ) Net cash used in investing activities ( 220,000,000 ) Cash Flows from Financing Activities: Proceeds from sale of Units 220,000,000 Proceeds from sale of Private Placement Units 7,700,000 Payment of underwriter fees and commissions ( 4,525,000 ) Proceeds from issuance of Class B ordinary shares 25,000 Proceeds from promissory note – related party 149,000 Payment of promissory note – related party ( 149,000 ) Payment of offering costs ( 290,452 ) Net cash provided by financing activities 222,909,548 Net change in cash and cash equivalents 2,637,478 Cash and cash equivalents – beginning of period - Cash and cash equivalents – end of period $ 2,637,478 Supplemental disclosure of non-cash investing and financing activities: Deferred offering costs within accrued offering costs $ 449 The accompanying notes are an integral part of these financial statements. F- 6 BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 1 — Organization and Business Operations Bitcoin Infrastructure Acquisition Corp Ltd. (formerly known as, Meteora Venture Partners Acquisition Corporation IV Ltd.) (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June 9, 2025. The Company was incorporated for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target, and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of December 31, 2025, the Company has not commenced any operations. All activity for the period from June 9, 2025 (inception) through December 31, 2025 relates 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 may generate non-operating income in the form of interest income on cash and cash equivalents and dividend income from marketable securities purchased from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. On December 3, 2025, the Company consummated the initial public offering (the “Initial Public Offering”) of 22,000,000 units (the “Units”), including the partial exercise by the underwriters of their over-allotment option in the amount of 2,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 220,000,000 . Each Unit consists of one Class A ordinary share (the “Public Shares”), and one-half of one redeemable warrant (the “Public Warrants”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 770,000 units (the “Private Units” and, with respect to the Class A ordinary shares included in the Private Units being offered, the “Private Placement Shares”) at a price of $ 10.00 per Private Placement Unit, in a private placement to the Company’s sponsor, Samara Acquisition Sponsor V Ltd. (the “Sponsor”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC and Clear Street, LLC (the “Underwriters”), the representative of the underwriter in the Initial Public Offering, generating gross proceeds of $ 7,700,000 . Each Private Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”). Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Transaction costs amounted to $ 13,717,902 , consisting of $ 4,400,000 of cash underwriting fee, up to $ 8,800,000 of deferred underwriting fee (based on the percentage of funds remaining in the Trust Account after redemptions of Public Shares in accordance with the Underwriting Agreement between the Company and the Underwriters), a $ 102,000 over-allotment option liability, and $ 415,902 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. F- 7 Following the closing of the Initial Public Offering, an aggregate of $ 10.00 per Unit sold in the Initial Public Offering, or $ 220,000,000 , from the net proceeds of the sale of the Units and the Private Units, was placed in a trust account (the “Trust Account”) and is initially invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. 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 holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s 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. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their Public Shares, regardless of whether they abstain, vote for, or vote against, our initial Business Combination upon completion of our initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account is initially $10.00 per Public Share. The Public Shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, 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 (net of amounts withdrawn to pay our taxes and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. F- 8 The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they agreed to waive their redemption rights with respect to any shares held by them in connection with the completion of our initial Business Combination. Additionally, the Sponsor, officers and directors agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and Private Placement Shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the Trust Account. If we do not complete the initial Business Combination within the prescribed time frame, the Private Units (and the securities comprising such units) will be worthless. Furthermore, the Sponsor, officers and directors will agree not to transfer, assign or sell any of their respective founder shares and Private Units until the date that is (i) in the case of the founder shares, the earlier of (A) six months after the date of the consummation of an initial Business Combination or (B) subsequent to an initial Business Combination, the date on which consummation of a liquidation, merger, stock exchange or other similar transaction after an initial Business Combination which results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, and (ii) in the case of the Private Units or any securities underlying the Private Units, until 30 days after the completion of an initial Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares and Private units (the “Lock-up”). The Company’s Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or 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 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 the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources As of December 31, 2025, the Company had $ 2,637,478 in cash and working capital of $ 2,582,429 . The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern”, as of December 31, 2025, the Company has sufficient liquidity to meet its working capital needs until a minimum of one year from the date of issuance of this financial statement. The Company cannot assure that its plans to raise capital or consummate an initial Business Combination will be successful. F- 9 Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status 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 the financial statement in conformity with U.S. 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 statement and the reported amounts of expenses during the reporting period. Actual results could differ 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 $ 336,100 of cash, and $ 2,300,000 of cash equivalents held in a money market mutual fund as of December 31, 2025. The company recorded accrued interest income on cash equivalents held in a money market mutual fund of $ 1,378 for the period from June 9, 2025 (inception) through December 31, 2025. Cash and Marketable Securities Held in Trust Account As of December 31, 2025, the assets held in the Trust Account, amounting to $ 220,645,454 , were held in United States Treasuries. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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 . The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. F- 10 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 Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. 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 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 Public Shares were charged to temporary equity, and offering costs allocated to the Public Warrants and Private Placement Units were charged to shareholders’ deficit as management determined to account for the Public Warrants and Private Placement Warrants as equity classified instruments. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Income Taxes The Company accounts for income taxes under 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 Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be a Cayman Islands exempted company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. F- 11 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 on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480. The underwriter’s did not fully exercise their over-allotment option at the time of the Initial Public Offering. As of December 3, 2025, the date of the closing of the Initial Public Offering, the Company initially recorded an over-allotment option liability of $ 102,000 , representative of its fair value. The Company remeasured the over-allotment option liability at December 31, 2025 and determined its fair value to be $ 15,000 . The change in fair value of $ 87,000 was recorded through the statement of operations for the period from June 9, 2025 through December 31, 2025. Warrant Instruments The Company accounts for the Public Warrants and Private Placement 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 the classification of the warrant instruments and accounted for the Warrants under equity treatment at their relative fair values. There are 11,000,000 Public Warrants and 385,000 Private Placement Warrants outstanding as of December 31, 2025. 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 possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Schedule of reconciliation of common stock reflected on balance sheet Gross proceeds from Initial Public Offering $ 220,000,000 Less: Proceeds allocated to Public Warrants ( 3,734,531 ) Offering costs allocated to over-allotment option liability ( 102,000 ) Offering costs allocated to Public Shares ( 13,384,663 ) Plus: Accretion of Public Shares 17,866,648 Public Shares at December 31, 2025 $ 220,645,454 F- 12 Net Income (Loss) Per Ordinary Share The statements of operations include a presentation of income (loss) per Class A redeemable ordinary shares and income (loss) per non-redeemable Class A and Class B ordinary shares following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and non-redeemable Class A and Class B ordinary shares, the Company first considered the total income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using the total number of shares outstanding for each share class at each respective period, before and after redemptions and conversions, for the period from June 9, 2025 (inception) through December 31, 2025, reflective of the respective participation rights. The following tables reflect the calculation of basic and diluted net income (loss) per ordinary shares for year ended December 31, 2025 (in dollars, except per share amounts): Schedule of basic and diluted net loss per share For the Period From June 9, 2025 (Inception) Through December 31, 2025 Class A Redeemable Class A Non-redeemable Class B Non-redeemable Basic net income per ordinary shares: Numerator: Allocation of net income, basic $ 52,749 $ 1,846 $ 96,364 Denominator: Basic weighted average ordinary shares outstanding 2,990,291 104,660 5,462,783 Basic net income per ordinary share $ 0.02 $ 0.02 $ 0.02 Diluted net income per ordinary shares: Numerator: Allocation of net income, diluted $ 48,680 $ 1,704 $ 100,575 Denominator: Diluted weighted average ordinary shares outstanding 2,990,291 104,660 6,177,994 Diluted net income per ordinary share $ 0.02 $ 0.02 $ 0.02 Recent Accounting Standards In November 2023, the FASB issued ASU 2023-07, “Segment reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on June 9, 2025, the date of its inception. F- 13 Note 3 — Initial Public Offering Pursuant to the Initial Public Offering on December 3, 2025, the Company sold 22,000,000 Units (including 2,000,000 Units sold pursuant to the underwriters’ over-allotment option) at a purchase price of $ 10.00 per Unit. Each Unit that the Company is offering has a price of $10.00 and consists of one Public Share and one Public Warrant. Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. Each Public Warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Public Warrants — As of December 31, 2025, there were 11,000,000 Public Warrants outstanding. Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein. The Warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Warrants is then effective and a prospectus relating thereto is current. No Warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a Warrant unless the Class A ordinary share issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit. Under the terms of the warrant agreement, the Company will agree that, as soon as practicable, but in no event later than 20 business days after the closing of its Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the Warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the Warrants until the expiration of the Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Warrants is not effective by the sixtieth (60 th ) business day after the closing of the initial Business Combination, Warrant holders may, commencing on the 61 st day until such time as there is an effective registration statement and during any period when the Company 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 the 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, the Company may, at its 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 the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. F- 14 Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 : The Company may redeem the outstanding Warrants: ● in whole and not in part; ● at a price of $ 0.01 per Warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● 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 the Company’s initial Business Combination and ending three business days before the Company sends the notice of redemption to the Warrant holders. Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable on exercise of each Warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Underwriters purchased an aggregate of 770,000 Private Units (including 70,000 Private Units pursuant to the underwriters’ over-allotment option), at a price of $ 10.00 per Private Unit, or $ 7,700,000 in the aggregate, in a private placement that will close simultaneously with the Initial Public Offering. Of those 770,000 Private Units, the Sponsor purchased 550,000 Private Units and the Underwriters purchased 220,000 Private Units. Each Private Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. As of December 31, 2025, there were 385,000 Private Placement Warrants outstanding. The Private Placement Warrants will be identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Representative, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Representative, LLC and/or its designees, will not be exercisable more than five years from the commencement of sales in this offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8). F- 15 The Sponsor, officers and directors will enter into a letter agreement with the Company, pursuant to which they will agree to (i) waive their redemption rights with respect to any shares held by them in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to any shares held by them in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and Private Placement Shares if the Company fails to complete an initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an 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 Placement Shares held by them and any Public Shares purchased during or after this offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination. Note 5 — Segment Information ASC Topic 280, Segment Reporting, establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer, 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 reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on liquidity metrics reported on the balance sheet as total assets. 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. The CODM is provided with details of cash and liquid resources available with the Company. When evaluating the Company’s performance and making key decisions regarding resource allocation and ability to effect its initial Business Combination, the CODM reviews several key metrics included in total assets, which include the following: Schedule of Segment Information December 31, 2025 Cash and cash equivalents $ 2,637,478 Prepaid expenses – current 78,299 Prepaid expenses – non-current 59,175 Cash held in Trust Account 220,645,454 Total Assets $ 223,420,406 The CODM assesses performance for the single segment and decides how to allocate resources based on profit and loss metrics reported on the statement of operations as net income. The CODM reviews formation, general and administrative costs to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews formation, general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation, general and administrative costs, as reported on the statement of operations, are the significant segment information provided to the CODM on a regular basis. F- 16 When evaluating the Company’s performance and making key decisions regarding resource allocation and ability to effect its initial Business Combination, the CODM reviews several key metrics included in net income, which include the following: For the Period from June 9, 2025 (inception) through December 31, 2025 Loss from operations $ ( 253,873 ) Interest income on Trust Account $ 645,454 Interest income on money market mutual fund $ 1,378 Net income $ 150,959 Note 6 — Related Party Transactions Founder Shares On July 18, 2025 the Sponsor paid $ 25,000 , or approximately $0.004 per share, to purchase 7,666,667 Class B ordinary shares (also referred to as “founder shares”) from the Company. Up to 1,000,000 of the founder shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. Our Sponsor has transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the registration statement, to transfer 20,000 founder shares (or 60,000 in the aggregate) to each of Parker White, a director of the Company and the Company’s director nominees, Tyler Evans and Pierre Rochard, for the sum of $0.003 per share. The Company accounted for the transfer of founder shares to the directors in accordance with ASC 718, “Stock Based Compensation” and recognized the grant date fair value of the 60,000 founder shares as compensation costs upon the consummation of the Initial Public Offering. Compensation costs were recognized upon the consummation of the Initial Public Offing as it is a condition of the transfer that the applicable director nominees serve as director of the Company at the closing of the Initial Public Offering. The fair value of the founder shares at their grant date, November 25, 2025, was $5.49 per founder share, or an aggregate value of $ 329,000 for the 60,000 transferred founder shares. The fair value of the 60,000 Class B ordinary shares transferred to the directors was determined to have a grant date of November 25, 2025. The fair value of the Class B ordinary shares was determined by applying a discount for lack of marketability to the underlying stock price of a Class A ordinary share, adjusted for the estimated probability of a successful initial Business Combination. The following table presents the quantitative information regarding market assumptions used in the valuation of the Class B ordinary shares: Schedule of fair value of the class B ordinary shares November 25, 2025 Underlying stock price $ 9.84 Estimated probability of an initial Business Combination 65.00 % Estimated volatility 30.00 % Risk-free rate 3.45 % Time to expiration 2.50 F- 17 The Company’s initial shareholders have agreed not to transfer, assign or sell any of their respective founder shares and Private Units until the date that is (i) in the case of the founder shares, the earlier of (A) six months after the date of the consummation of an initial Business Combination or (B) subsequent to an initial Business Combination, the date on which consummation of a liquidation, merger, stock exchange or other similar transaction after an initial Business Combination which results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, and (ii) in the case of the Private Units or any securities underlying the Private Units, until 30 days after the completion of an initial Business Combination. Any permitted transferees will be subject to the Lock-up. Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering (the “Promissory Note”). The Promissory Note is non-interest bearing, unsecured and due at the earlier of (i) the closing of the Initial Public Offering or (ii) the date which the Company determines not to proceed with the Initial Public Offering. The Promissory Note will be repaid out of the offering proceeds that has been allocated to the payment of offering expenses. As of December 3, 2025, the date of the Company’s Initial Public Offering, the Company had borrowed $149,000 under the Promissory Note. As of December 31, 2025, the Promissory Note was repaid in full and is no longer available for draw down. Administrative Services Agreement Commencing on the effective date of the Registration Statement, the Company entered into an agreement with our Sponsor to pay an aggregate of $ 20,000 per month for company administration, office space, utilities, and secretarial and administrative support. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $ 20,000 per month fee. The Company has recorded $ 18,710 for the period from June 9, 2025 (inception) through December 31, 2025, and has paid $ 18,710 under the agreement as of December 31, 2025, resulting in a no amounts outstanding as of December 31, 2025. Related Party Loans 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 our officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (the “Working Capital Loans”). If we complete an initial Business Combination, the Company would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $ 1,500,000 of such loans may be convertible into units of the post business combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2025, no such Working Capital Loans were outstanding. Note 7 — Commitments and Contingencies Risks and Uncertainties Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and the rising conflicts in the Middle East, and resulting market volatility could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. In addition to the Russia-Ukraine conflict, the U.S.-Israel-Iran conflict has had immediate and substantial effects on global trade, energy markets and financial markets. Disruptions to critical maritime shipping routes have led major shipping companies and tanker operators to suspend or reroute operations, increasing transit times and freight costs and causing widespread supply chain disruptions. Insurance coverage for certain high-risk areas has become more costly or unavailable, and regional airspace closures have adversely affected commercial aviation. These developments have contributed to volatility in global commodity prices, including oil, and have resulted in declines in global equity markets and increased demand for safe-haven assets. The evolving conflict environment has also led to heightened sanctions enforcement and increased compliance risks in financial markets. F- 18 Any of the above factors, including sanctions, export controls, tariffs, trade wars and other geopolitical actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of this offering, (ii) Private Units (and the securities comprising such units and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) which will be issued in a private placement simultaneously with the closing of this offering and (iii) Private Units (and the securities comprising such units and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) 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 the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of an initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. The holders of these securities will be 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 an initial Business Combination. Notwithstanding anything to the contrary, Representative may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which this prospectus forms a part. In addition, Representative may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus forms a part. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. On December 3, 2025, the underwriter exercised its option to purchase an additional 2,000,000 Units pursuant, generating additional proceeds of $ 20,000,000 . As of December 31, 2025, the underwriter has an option to purchase up to an additional 1,000,000 Units until the expiration of the over-allotment option. The underwriter was paid a cash underwriting discount of 2.00% of the gross proceeds of the units offered in the Initial Public Offering, or $ 4,400,000 in the aggregate. The underwriter used $ 2,200,000 of such funds to purchase from us 220,000 Private Placement Units at $10.00 per unit. Additionally, the underwriter is entitled to a deferred underwriting commission of 4.00% of the gross proceeds of the Initial Public Offering held in the Trust Account (based on the percentage of funds remaining in the Trust Account after redemptions of Public Shares in accordance with the Underwriting Agreement between the Company and the Underwriters), or up to $ 8,800,000 in the aggregate. The deferred underwriter commission will become payable to the Underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Note 8 — Shareholder’s Equity Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each. As of December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $ 0.0001 each. As of December 31, 2025, there were 770,000 shares of Class A ordinary shares issued and outstanding, excluding 22,000,000 Class A ordinary shares subject to possible redemption. F- 19 Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001 each. On July 18, 2025, the Company issued 7,666,667 Class B ordinary shares to the Sponsor for $ 25,000 , or approximately $0.004 per share. The founder shares include an aggregate of up to 1,000,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriter in full. Our Sponsor has transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the registration statement, 20,000 founder shares (or 60,000 in the aggregate) to each of Parker White, a director of the Company and the Company’s director nominees, Tyler Evans and Pierre Rochard, for the sum of $0.003 per share. As a result, the Company recorded a share based compensation expense of $ 329,000 , or $5.49 per Class B ordinary share transferred to the director nominees. As of December 31, 2025, there were 7,666,667 Class B ordinary shares issued and outstanding, of which 333,334 Class B ordinary shares are subject to forfeiture if the remaining over-allotment option for 1,000,000 Units is not exercised within the 45 day exercise period. The founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company fails to consummate an initial Business Combination) concurrently with or immediately following the consummation of an initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such 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, 25% 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 comprising part of the Private Units and the Class A ordinary shares underlying the Private Placement Warrants issued to the Sponsor), 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 private placement-equivalent units issued to our Sponsor or any of its affiliates or to the Company’s 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 and any Class A ordinary shares redeemed by public shareholders in connection with any amendment to our amended and restated memorandum and articles of association made prior to the consummation of the initial business combination (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 do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-business combination activity; 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 Company’s amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, a special resolution under Cayman Islands law and the Company’s 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 a special resolution under Cayman Islands law, which (except as specified below) 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, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the Company’s 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 Company’s ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of an initial Business Combination, only holders of the Company’s 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 Cayman Islands (including any special resolution required to amend our 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 Cayman Islands). Holders of the Company’s Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the Company’s amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of an initial Business Combination, 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. F- 20 Note 9 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of assets or paid in connection with the transfer of liabilities in an orderly transaction between market participants at the measurement date. The following table presents information about the Company’s fair value measurements of the Company’s financial assets and liabilities as of December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of fair value measurements Level December 31, 2025 Assets: Cash and marketable securities held in Trust Account 1 $ 220,645,454 Liabilities: Over-allotment option 3 $ 15,000 The following table presents a rollforward of Level 3 fair value measurements for the period from June 9, 2025 (inception) through December 31, 2025: Schedule of rollforward of fair value measurements Over-allotment Option Balance as of June 9, 2025 (inception) $ - Establishment of over-allotment option liability at December 3, 2025 102,000 Change in fair value ( 87,000 ) Balance as of December 31, 2025 $ 15,000 The fair value of the over-allotment option liability was determined using a Black-Scholes simulation model. 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 liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of over-allotment liability in the statement of operations. The following table presents the quantitative information regarding market assumptions used in the valuation of the over-allotment option: Schedule of fair value of the over-allotment option liability December 3, 2025 December 31, 2025 Unit price $ 10.01 $ 9.96 Exercise price $ 10.00 $ 10.00 Risk-free rate 3.77 % 3.72 % Estimated implied volatility 5.29 % 3.13 % Time to expiration $ 0.12 $ 0.04 F- 21 As of December 3, 2025, the fair value of the Public Warrants was $ 3,736,264 , or approximately $0.35 per Public Warrant. The fair value of Public Warrants was determined using Black-Scholes simulation Model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants: Schedule of fair value of public warrants December 3, 2025 Implied ordinary share price $ 9.84 Exercise price $ 11.50 Term to expiration 7.00 Risk-free rate 3.82 % Estimated implied volatility 2.10 % Market adjustment $ 33.41 Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than those disclosed below. On January 17, 2026, the remaining underwriters’ over-allotment option to purchase an additional 1,000,000 Units expired. As a result, 333,334 Class B ordinary shares are subject to forfeiture. The Company’s management is in the process of forfeiting the shares. On March 26, 2026, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with Samara Capital Advisors, LLC (“SCA”), a Delaware limited liability company wholly and solely owned by Vikas Mittal, the Managing Member of the Company’s Sponsor, Samara Acquisition Sponsor V Ltd. Accordingly, SCA is a related party of the Company within the meaning of Item 404 of Regulation S-K. Pursuant to the Consulting Agreement, SCA will serve as a paying agent to administer staffing costs for personnel engaged to support the Company’s financial analysis, accounting, SEC filing preparation, transaction readiness, operations, investor relations, and Business Combination activities. SCA will receive pre-approved funds from the Company and disburse those funds to engaged staff for compensation, employment taxes, benefits, and directly associated employment expenses. All amounts paid to SCA are intended to represent direct pass-through costs, including a mark-up to cover employment taxes and employee benefits. SCA does not charge the Company a management fee, origination fee, or administrative surcharge. The arrangement is structured with the intention that no profit will accrue to SCA or to Vikas Mittal; however, actual net results to SCA may vary depending on staffing levels, personnel changes, and employment-related costs incurred during any given period. Estimated monthly disbursements to SCA are approximately $50,000, and shall not exceed this amount without advance Audit Committee approval. All amounts payable to SCA under the Consulting Agreement will be funded from the Company’s working capital. The engagement of SCA under the Consulting Agreement is expressly contemplated by and consistent with the terms of the Company’s final prospectus (Form 424B4) filed with the SEC on December 2, 2025, which provides that the Sponsor or an affiliate of the Sponsor may be engaged as an advisor or otherwise in connection with the initial Business Combination and compensated at market-standard rates from available working capital funds. This arrangement was reviewed and approved by the independent members of the Audit Committee of the Company’s Board of Directors as a related-party transaction pursuant to the Company’s Related-Party Transaction Policy. Vikas Mittal was recused from all Audit Committee and Board deliberations, discussions, and votes relating to the Consulting Agreement. Vikas Mittal has represented to the Audit Committee that he does not intend to personally receive any direct financial benefit, compensation, distribution, or economic gain from any payment made by the Company to SCA under the Consulting Agreement. F- 22