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Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 180 added, 258 removed, 341 unchanged (56% of the section changed)

23 unchanged sentences

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

22,000,000 shares issued and outstanding at redemption value of $ 10.20 and $ 10.03 per share as of June 30, 2026 and December 31, 2025, respectively

Shareholders’ Deficit

Preference shares, $ 0.0001

Preference shares, $ 0.0001 par value;

1,000,000 shares authorized;

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

Class A ordinary shares, $ 0.0001

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

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

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

770,000 shares issued and outstanding (excluding 22,000,000 shares subject to redemption) as of June 30, 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

7,333,333 and 7,666,667 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

5 unchanged sentences

CONDENSED STATEMENT OF OPERATIONS

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

Three Months Ended

Six Months Ended

(Inception) Through

Operating expenses:

General and administrative costs

Formation, general and administrative costs

Insurance expense

2 unchanged sentences

Other income:

Interest income from Trust Account

Interest income from money market mutual fund

Gain on extinguishment of over-allotment option liability

income from Trust Account

income from money market mutual fund

on extinguishment of over-allotment option liability

Net income (loss)

Basic weighted average Class A redeemable ordinary shares outstanding

7 unchanged sentences

Basic weighted average Class B non-redeemable ordinary shares outstanding

Basic net income per Class B non-redeemable ordinary shares

Basic net income (loss) 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

Diluted net income (loss) 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 STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Non-redeemable

5 unchanged sentences

Forfeiture of founder shares

of Class A ordinary shares subject to possible redemption

Accretion of Class A ordinary shares subject to possible redemption

Balance as of March 31, 2026

Accretion of Class A ordinary shares subject to possible redemption

Balance as of June 30, 2026

FOR THE PERIOD FROM JUNE 9, 2025 (INCEPTION) THROUGH JUNE 30, 2025

Non-redeemable

Ordinary Shares

Non-redeemable

Ordinary Shares

Shareholder’s

Balance as of June 9, 2025 (Inception)

Balance as of June 30, 2025

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

BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD.

CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED STATEMENT OF CASH FLOWS

Six Months Ended

(Inception) Through

Cash Flows from Operating Activities:

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

Net income (loss)

Adjustments to reconcile net income

(loss) to net cash used in operating activities:

Interest income from Trust Account

3 unchanged sentences

Accounts payable

Accrued expenses

Net cash used in operating activities

5 unchanged sentences

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.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Note 1 — Organization and Business Operations

3 unchanged sentences

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 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).

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

All activity for the period from June 9, 2025 (inception) through June 30, 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.

1 unchanged sentence

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 (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”).

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.

21 unchanged sentences

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 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”).

2 unchanged sentences

Liquidity and Capital Resources

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

As of June 30, 2026, and December 31, 2025, the Company had $ 2,166,003 and $ 2,637,478 in cash and cash equivalents, respectively, and working capital of $ 2,086,172 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 June 30, 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 statements.

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

Note 2 — Significant Accounting Policies

Basis of Presentation

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”).

The accompanying unaudited condensed financial

statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States

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

Accordingly, they 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 Annual Report on Form 10-K for the year ended December 31, 2025, which

contains the audited financial statements and notes thereto.

The financial information as of December 31, 2025 is derived from the audited

financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the

SEC on March 31, 2026.

The interim results for the six months ended June 30, 2026 are not necessarily indicative of the results to be

expected for the year ending December 31, 2026 or for any future periods.

Emerging Growth Company Status

5 unchanged sentences

Use of Estimates

The preparation of the financial statement

in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

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

reported amounts of expenses during the reporting period.

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 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.

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.

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

As of June 30, 2026 and December 31, 2025, the Company had $ 232,374 and $ 336,100 in cash, respectively, and $ 1,933,629 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 $ 18,904 and $ 32,251 for the three and six months ended June 30, 2026, respectively.

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.

As of June 30, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $ 224,492,323 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.

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

4 unchanged sentences

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,” 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.

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 a liability in an orderly transaction between market participants at the measurement date.

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

11 unchanged sentences

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

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

As of June 30, 2026 and December 31, 2025, 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.

2 unchanged sentences

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 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 .

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.

The 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 .

As such, the Company recorded a gain on extinguishment of the over-allotment option of $ 15,000 , and, as of June 30, 2026, the over-allotment option liability was $ 0 .

Warrant Instruments

1 unchanged sentence

Accordingly, the Company evaluated the classification of the warrant instruments and accounted for the Warrants under equity treatment at their relative fair values.

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

There are 11,000,000 Public Warrants and 385,000 Private Placement Warrants outstanding as of June 30, 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:

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value.

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

Accordingly, as of June 30, 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 June 30, 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

4 unchanged sentences

Accretion of Public Shares

Public Shares at December 31, 2025

Class A ordinary shares subject to possible redemption at December 31, 2025

Remeasurement of Public Shares

Public Shares at March 31, 2026

Class A ordinary shares subject to possible redemption at June 30, 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.

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):

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 and six months ended June 30, 2026.

The following table reflects the calculation of basic and diluted net income per ordinary shares for the three months ended June 30, 2026 (in dollars, except per share amounts):

Schedule of basic and diluted net loss per share

9 unchanged sentences

Diluted net income per ordinary share

The following table reflects the calculation of basic and diluted net income per ordinary shares for the six months ended, June 30, 2026 (in dollars, except per share amounts):

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

For the period from June 9, 2025 (inception) through June 30, 2025, there were no Class A Redeemable shares outstanding or Class A Non-redeemable shares outstanding.

As such, net loss per Class B Non-redeemable shares was calculated by dividing net loss of $ 1,147 into 6,666,667 Class B Non-redeemable shares, or $(0.00) per share.

Recent Accounting Standards

3 unchanged sentences

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.

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

3 unchanged sentences

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 March 31, 2026 and December 31, 2025, there were 11,000,000 Public Warrants outstanding.

Public Warrants — As of June 30, 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.

5 unchanged sentences

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 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.

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 exemption.

Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value.

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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 March 31, 2026 and December 31, 2025, there were 385,000 Private Placement Warrants outstanding.

As of June 30, 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).

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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 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 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.

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.

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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.

Cash and 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.

General 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.

When evaluating the Company’s performance and making key decisions regarding resource allocation and ability to effect its initial Business Combination, the CODM reviews several key metrics included in net income, which include the following:

Three Months Ended

Six Months Ended

(Inception) Through

Loss from operations

1 unchanged sentence

Interest income from money market mutual fund

on extinguishment of over-allotment option liability

Gain on extinguishment of over-allotment option liability

Note 6 — Related Party Transactions

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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 Sponsor has transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the registration statement, an aggregate of 60,000 founder shares (or 20,000 founder shares 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.

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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.

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 June 30, 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.

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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.

As of June 30, 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 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.

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

The Company has recorded $ 60,000 and

$ 120,000 for the three and six months ended June 30, 2026, respectively, and has paid $ 138,710 and

$ 18,710 under

the agreement as of June 30, 2026 and December 31, 2025, respectively, resulting in no amounts outstanding as of

June 30, 2026 and December 31, 2025.

Consulting Services Agreement

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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.

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 and six months ended June 30, 2026, the Company has

incurred $ 126,005

and $ 126,005 , respectively, and paid $ 76,035

and $76,035, respectively, under the Consulting Agreement, resulting in amounts payable of $ 49,970

recorded to accrued expenses on the condensed balance sheets as of June 30, 2026.

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.

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

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

Note 7 — Commitments and Contingencies

12 unchanged sentences

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.

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

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

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

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

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.

As of June 30, 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.

1 unchanged sentence

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

As such, as of June 30, 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 activity;

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

8 unchanged sentences

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:

The following table presents information about the Company’s fair value measurements of the Company’s financial assets and liabilities as of June 30, 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

1 unchanged sentence

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:

The following table presents a roll forward of Level 3 fair value measurements for the six months ended June 30, 2026:

Schedule of rollforward of fair value measurements

2 unchanged sentences

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:

Balance as of June 30, 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

18 unchanged sentences

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