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Item 1. Financial Statements

2026-05-14 compared with 2026-01-12 · 453 added, 238 removed, 146 unchanged (83% of the section changed)

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BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD.

CONDENSED BALANCE SHEET

September 30,

Current asset – cash

Deferred offering costs

LIABILITIES AND SHAREHOLDER’S DEFICIT

CONDENSED BALANCE SHEETS

Current assets

Cash and cash equivalents

Prepaid expenses current

Total current assets

Non-current assets

Cash and marketable securities held in Trust Account

Prepaid expenses non-current

Total non-current assets

Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit:

Current liabilities

Accounts payable

Accrued expenses

Accrued offering costs

Promissory note – related party

Over-allotment option liability

Total current liabilities

Non-current liabilities

Deferred underwriting commissions

Total non-current liabilities

Total Liabilities

Shareholder’s Deficit

Preference shares, $ 0.0001 par value;

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 $ 10.11 and $ 10.03 per share as of March 31, 2026 and December 31, 2025, respectively

Shareholders’ Deficit

Preference shares, $ 0.0001

shares authorized;

none issued or outstanding

Class A ordinary shares, $ 0.0001 par value, 200,000,000 shares authorized;

none issued or outstanding

Class B ordinary shares, $ 0.0001 par value, 20,000,000 shares authorized;

7,666,667 (1)(2) shares issued and outstanding

issued or outstanding as of March 31, 2026 and December 31, 2025

Class A ordinary shares, $ 0.0001

shares authorized;

shares issued and outstanding (excluding 22,000,000 shares subject to redemption) as of March 31, 2026 and December 31, 2025

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

7,333,333 and 7,666,667 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

Accumulated deficit

Total Shareholder’s Deficit

TOTAL LIABILITIES AND SHAREHOLDER’S DEFICIT

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).

(2) 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.

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

Total Shareholders’ Deficit

Total Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit

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

BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD.

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended

September 30,

(inception) Through

September 30,

Formation, general and administrative costs

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 (UNAUDITED)

Operating expenses:

General and administrative costs

Insurance expense

Administrative support fee expense

Loss from operations

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

Basic and diluted net loss per Class B ordinary share

Excludes 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).

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

Other income:

Interest income from Trust Account

Interest income from money market mutual fund

Gain on extinguishment of over-allotment option liability

Basic weighted average Class A redeemable ordinary shares outstanding

Basic net income per Class A redeemable ordinary shares

Diluted weighted average Class A redeemable ordinary shares outstanding

Diluted net income per Class A redeemable ordinary shares

Basic weighted average Class A non-redeemable ordinary shares outstanding

Basic net income per Class A non-redeemable ordinary shares

Diluted weighted average Class A non-redeemable ordinary shares outstanding

Diluted net income per Class A non-redeemable ordinary shares

Basic weighted average Class B non-redeemable ordinary shares outstanding

Basic net income per Class B non-redeemable ordinary shares

Diluted weighted average Class B non-redeemable ordinary shares outstanding

Diluted net income per Class B non-redeemable ordinary shares

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

BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER’S DEFICIT

THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND FOR THE PERIOD FROM JUNE 9, 2025

(INCEPTION) THROUGH SEPTEMBER 30, 2025

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Non-redeemable

Ordinary Shares

Shareholder’s

Balance as of June 9, 2025 (inception)

Balance as of June 30, 2025 (Unaudited)

Issuance of Class B ordinary shares

Balance as of September 30, 2025 (Unaudited)

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).

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

Non-redeemable

Ordinary Shares

Shareholders’

Balance as of January 1, 2026

Forfeiture of founder shares

of Class A ordinary shares subject to possible redemption

Balance as of March 31, 2026

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

BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD.

CONDENSED STATEMENT OF CASH FLOWS

(inception) Through

September 30,

CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Cash Flows from Operating Activities:

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

Interest income from Trust Account

Gain on extinguishment of over-allotment option liability

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable

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Cash Flows from Financing Activities:

Proceeds from issuance of Class B ordinary shares

Proceeds from promissory note – related party

Payment of offering costs

Net cash provided by financing activities

Net change in cash

Cash, beginning of the period

Cash, end of the period

Supplemental disclosure of non-cash financing activities:

Deferred offering costs included in accrued offering costs

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

Net cash used in financing activities

Net change in cash and cash equivalents

Cash and cash equivalents beginning of period

Cash and cash equivalents end of period

Supplemental disclosure of non-cash investing and financing activities:

Remeasurement of Class A ordinary shares subject to possible redemption

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

BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Note 1 — Organization and Business Operations

Bitcoin Infrastructure Acquisition Corp Ltd.

(formerly known as Meteora Venture Partners Acquisition Corporation V Ltd.) (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June 9, 2025.

(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 September 30, 2025, the Company has not commenced any operations.

All activity for the period from June 9, 2025 (inception) through September 30, 2025 relates to the Company’s formation and the Initial Public Offering (as defined below).

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

All activity for the period from June 9, 2025 (inception) through March 31, 2026 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.

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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”) (see Note 9).

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 (as defined below) 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 .

(the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative of the several underwriters and lead book-running manager (the “Representative”) and Clear Street, LLC, as acting co-manager (together with the Representative, the “Underwriters”), 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 (see Note 9).

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 (see Note 9).

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 Representative), 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).

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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 (see Note 9).

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.

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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 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, the initial Business Combination upon completion of the 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.

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The amount in the Trust Account is initially $10.00 per Public Share.

The ordinary shares subject to redemption 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 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.

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, 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 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.

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 the 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 the Company fails to complete the initial Business Combination within the prescribed time frame, although they will be entitled to

liquidating distributions from assets outside the Trust Account.

If the Company does 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 Underwriters 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.

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Liquidity and Capital Resources

As of September 30, 2025, the Company had $ 37,006 in cash and a working capital deficit of $ 205,090 .

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”, the Company does not have sufficient liquidity to meet its working capital needs until a minimum of one year from the date of issuance of this financial statement.

However, the Company completed its Initial Public Offering on December 3, 2025 which provides 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.

As of March 31, 2026, and December 31,

2025, the Company had $ 2,381,432

and $ 2,637,478

in cash and cash equivalents, respectively, and working capital of $ 2,397,540

and $ 2,582,429 ,

respectively.

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 March 31, 2026, the Company believes it has

sufficient liquidity to meet its working capital needs until a minimum of one year from the date of issuance of these unaudited condensed financial

The Company cannot assure that its plans to raise capital or consummate an initial Business Combination will be

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”).

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

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

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial

statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the

SEC on December 2, 2025, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on December 10,

The interim results for the period from June 9, 2025 (inception) through September 30, 2025 are not necessarily

indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

The accompanying unaudited condensed financial statements are 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

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Use of Estimates

The preparation of the financial statements 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 statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgement.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at

the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could

change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from

those estimates.

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 unaudited condensed financial statements 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 $ 37,006 of cash, and no cash equivalents as of September 30, 2025.

Deferred Offering Costs

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

As of March 31, 2026 and December 31, 2025,

the Company had $ 266,707

and $ 336,100

in cash, respectively, and $ 2,114,725

and $ 2,301,378

of cash equivalents, respectively, held in a money market mutual fund.

The Company recorded accrued interest income from money

market mutual fund of $ 13,347

for the three months ended March 31, 2026.

Cash and Marketable Securities Held in Trust Account

As of March 31, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $ 222,465,349 and $ 220,645,454 , respectively, 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 Deposit Insurance Corporation 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.

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.

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

Should the Proposed Public offering prove to be successful, these deferred costs, as well as additional costs to be incurred, will be charged to shareholder’s equity upon completion of the 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.

The fair value of the Company’s assets and

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

the carrying amounts represented in the unaudited condensed balance sheets, 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.

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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.

Net Loss per Class B Ordinary Share

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

Weighted average Class B ordinary shares were reduced for the effect of an aggregate of 1,000,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriter (see Note 8).

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

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

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.

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

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

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

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.

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

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 if not fully exercised at the time of the Initial Public Offering.

The Company evaluates its financial instruments to

determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815,

“Derivatives and Hedging”.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument

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

reported in the unaudited condensed statement 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 unaudited condensed 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.

Underwriters 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 .

On January 17, 2026, the remainder of the Underwriters’ over-allotment option expired.

As such, the Company recorded a gain on

extinguishment of the over-allotment option of $ 15,000 ,

and, as of March 31, 2026, the over-allotment option liability was $ 0 .

Warrant Instruments

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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 no Public Warrants or Private Placement Warrants outstanding as of September 30, 2025.

There are 11,000,000 Public Warrants and 385,000 Private Placement Warrants outstanding as of March 31, 2026.

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.

as of March 31, 2026 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity,

outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheets.

As of March 31, 2026

and December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the unaudited condensed balance sheets

are reconciled in the following table:

Schedule of reconciliation of common stock reflected on balance sheet

Gross proceeds from Initial Public Offering

Proceeds allocated to Public Warrants

Offering costs allocated to over-allotment option liability

Offering costs allocated to Public Shares

Accretion of Public Shares

Public Shares at December 31, 2025

Remeasurement of Public Shares

Public Shares at March 31, 2026

Net Income Per Ordinary Share

The unaudited condensed statement of operations

include a presentation of income per Class A redeemable ordinary shares and income 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 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 allocable to both

sets of stock.

This is calculated using the total net income less any dividends paid.

For purposes of calculating net income 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 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 three

months ended March 31, 2026.

The following table reflects the calculation

of basic and diluted net income per ordinary shares for the three months ended March 31, 2026 (in dollars, except per share amounts):

Schedule of basic and diluted net loss per share

Non-redeemable

Basic net income per ordinary shares:

Allocation of net income, basic

Basic weighted average ordinary shares outstanding

Basic net income per ordinary share

Diluted net income per ordinary shares:

Allocation of net income, diluted

Diluted weighted average ordinary shares outstanding

Diluted net income per ordinary share

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.

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any other

recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the

Company’s unaudited condensed financial statements.

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 sold has a price of $10.00 and consists of one Public Share and one-half of one Public Warrant.

Each Unit that the Company sold in the offering had a price of $10.00 and consisted of one Public Share and one-half of 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 September 30, 2025, there were no Public Warrants outstanding.

Public Warrants — As of March 31, 2026 and 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.

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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.

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 61st 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

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.

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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.

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 closed 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.

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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 September 30, 2025, there were no 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).

As of March 31, 2026 and 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, the underwriters, 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 the underwriters 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 Rule 5110(g)(8).

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;

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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 net loss that also is reported on the statement of operations as net income or loss.

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

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

The CODM assesses performance for the single segment

and decides how to allocate resources based on liquidity metrics reported on the unaudited condensed balance sheets as total assets.

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

September 30,

Due from related party

Cash and cash equivalents

marketable securities held in Trust Account

The CODM assesses performance for the single

segment and decides how to allocate resources based on profit and loss metrics reported on the unaudited condensed statement of operations

as net income.

The CODM reviews 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 general and administrative

costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

and administrative costs, as reported on the unaudited condensed statement of operations, are the significant segment information provided

to the CODM on a regular basis.

Three Months Ended

September 30,

(inception) through

September 30,

Formation, general and administrative expenses

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.

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.

Additionally, the CODM regularly reviews the status of deferred costs incurred to assess if these are in line with the planned use of proceeds to be raised from the public offering.

Loss from operations

Interest income from Trust Account

Interest income from money market mutual fund

on extinguishment of over-allotment option liability

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 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 (see Note 9).

The Company will account for the transfer of

founder shares to the directors in accordance with ASC 718, “Stock Based Compensation” and recognize the grant date fair

value of the 60,000

founder shares as compensation costs upon the consummation of the Initial Public Offering.

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.

The 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.

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 Offering 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

Underlying stock price

Estimated probability of an initial Business Combination

Estimated volatility

Risk-free rate

Time to expiration

On January 17, 2026, the remainder of the

underwriters’ over-allotment option expired, resulting in the Sponsor forfeiture of 333,334

Class B ordinary shares.

As such, as of March 31, 2026 and December 31, 2025, there were 7,333,333

and 7,666,667

Class B ordinary shares issued and outstanding, respectively.

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.

1 unchanged sentence

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 September 30, 2025, the Company had borrowed $ 149,000

under the Promissory Note.

The Promissory Note was repaid in full on December 15, 2025 (see Note 9).

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 which was repaid in full at the closing of the Initial Public Offering.

As of March 31, 2026 and December 31, 2025, the Promissory Note was no longer available for drawdown.

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.

Commencing on the effective date of the Registration

Statement, the Company entered into an agreement with the 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 $ 60,000

for the three months ended March 31, 2026 and has paid $ 78,710

under the agreement as of March 31, 2026 and December 31, 2025, respectively, resulting in no amounts outstanding as of March

31, 2026 and December 31, 2025.

Consulting Services Agreement

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.

For the three months ended March 31, 2026, the Company has not paid any amounts under the Consulting Agreement.

The engagement of SCA under the Consulting Agreement is expressly contemplated by and consistent with the terms of the Company’s final prospectus 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.

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 order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain 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 the Company completes 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.

2 unchanged sentences

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 September 30, 2025, no such Working Capital Loans were outstanding.

As of March 31, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

Note 7 — Commitments and Contingencies

Risks and Uncertainties

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

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system.

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

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

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

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

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

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 conflict between Russia and Ukraine, and the 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.

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 unaudited condensed financial statements do not include any adjustments that might result from the outcome

of these uncertainties.

Registration Rights

2 unchanged sentences

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.

Notwithstanding anything to the contrary, the underwriters 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, the underwriters 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 (see Note 9).

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 the Company 220,000 Private Placement Units at $10.00 per unit (see Note 9).

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

The Company granted the Underwriters 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 Underwriters exercised their option to purchase an additional 2,000,000 Units, generating additional proceeds of $ 20,000,000 .

As of December 31, 2025, the Underwriters have an option to purchase up to an additional 1,000,000 Units until the expiration of the over-allotment option.

On January 17, 2026, the remainder of the Underwriters’ over-allotment option expired, resulting in the forfeiture of 333,334 Class B ordinary shares.

The Underwriters were 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 Underwriters used $ 2,200,000 of such funds to purchase from the Company 220,000 Private Placement Units at $10.00 per unit.

Additionally, the Underwriters are 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 Representative), or up to $ 8,800,000 in the aggregate.

The deferred underwriter commission will become payable to the Underwriters 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 — Shareholders’ Deficit

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

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

Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $ 0.0001 each.

As of September 30, 2025, there were no Class A ordinary shares issued and outstanding.

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

On July 18, 2025, the Company issued 7,666,667

Class B ordinary shares to the Sponsor for $ 25,000 ,

or approximately $0.004

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.

As of September 30,

2025, there were 7,666,667 7,666,6667 Class B ordinary shares issued and outstanding.

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;

As of March 31, 2026 and 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.

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 Underwriters in full.

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.

On January 17, 2026, the remainder of the Underwriters’ over-allotment option expired, resulting in the forfeiture of 333,334 Class B ordinary shares.

As such, as of March 31, 2026 and December 31, 2025, there were 7,333,333 and 7,666,667 Class B ordinary shares issued and outstanding, respectively.

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 subdivisions, 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 the 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 the 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 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 does not complete the 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

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

3 unchanged sentences

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).

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 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.

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 March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Schedule of fair value measurements

Cash and marketable securities held in Trust Account

Over-allotment option liability

The following table presents a roll forward of Level 3 fair value measurements for the three months ended March 31, 2026:

Schedule of rollforward of fair value measurements

Over-allotment

Balance as of December 31, 2025

Expiration of over-allotment option liability

Balance as of March 31, 2026

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 unaudited condensed balance sheets.

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 unaudited condensed 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

Exercise price

Risk-free rate

Estimated implied volatility

Time to expiration

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

Implied ordinary share price

Exercise price

Term to expiration

Risk-free rate

Estimated implied volatility

Market adjustment

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.

The Sponsor 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.

On December 3, 2025, the Company consummated the Initial Public Offering of 22,000,000 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 Public Share, and one-half of one Public Warrant.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 770,000 Private at a price of $ 10.00 per Private Unit, in a private placement to the Sponsor, and the Underwriters, generating gross proceeds of $ 7,700,000 .

Each Private Unit consists of one Class A ordinary share and one-half of one Private Placement 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.

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 and is initially invested in cash.

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 .

On December 3, 2025, 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.

On December 5, 2025, the Sponsor deposited $ 1,175,000 of cash into the Company’s operating account.

These amounts were related to deposits in transit on the closing date of the Initial Public Offering.

On December 15, 2025, the Company repaid the

Sponsor $ 149,000 for amounts outstanding under the Promissory Note.

As such, the Promissory Note was repaid in full and is no longer

available for draw down.

On December 19, 2025, the Company entered into a consulting agreement (the

“Consulting Agreement”) with Ryan Gentry pursuant to which Mr.

Gentry agreed to provide the Company with consulting services,

which may include but are not limited to, assisting with analysis and advice regarding the potential investment opportunities for special

purpose acquisition companies, accounting and bookkeeping, and administrative support.

Pursuant to the terms of the Consulting Agreement,

Gentry is entitled to a consulting fee of $ 12,500 per month, payable at the end of each monthly period.

The Consulting Agreement will

terminate automatically upon completion of a business combination by the Company, unless sooner terminated by either party subject to

the terms and conditions therein.

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

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

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

What changed 10-Q

Item 1. Financial Statements