What changed in this filing

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Item 1. Financial Statements

2026-07-15 compared with 2026-04-21 · 218 added, 97 removed, 667 unchanged (32% of the section changed)

22 unchanged sentences

shares issued and outstanding at redemption value of $ 11.92 and $ 11.22

as of February 28, 2026 and November 30, 2025, respectively

as of May 31, 2026 and November 30, 2025, respectively

Shareholders’ Deficit

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Three Months Ended

Six Months Ended

General and administrative expenses

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS

ENDED FEBRUARY 28, 2026

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2026

Ordinary Shares

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$ ( 4,520,080 )

FOR THE THREE MONTHS ENDED FEBRUARY 28,

Remeasurement of Class A ordinary shares subject to possible redemption

Balance May 31, 2026

$ ( 5,108,417 )

$ ( 5,103,676 )

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2025

Ordinary Shares

1 unchanged sentence

Balance November 30, 2024

$ ( 2,172,110 )

$ ( 2,171,907 )

Remeasurement of Class A ordinary shares subject to possible redemption

Balance February 28, 2025

$ ( 2,279,642 )

$ ( 2,279,439 )

Remeasurement of Class A ordinary shares subject to possible redemption

Balance May 31, 2025

$ ( 2,526,723 )

$ ( 2,526,520 )

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash Flows from Operating Activities:

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Supplemental Disclosure of Non-cash Financing Activities:

Change in value of Class A common stock subject to possible redemption

Remeasurement of Class A ordinary shares subject to possible redemption

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

6 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of February 28, 2026, the Company had

As of May 31, 2026, the Company had

not commenced any operations.

All activities through February 28, 2026 are related to the Company’s formation and the initial public

All activities through May 31, 2026 are related to the Company’s formation and the initial public

offering (“IPO” as defined below), and subsequent to the IPO, identifying a target company for an initial business combination.

105 unchanged sentences

its extension payments.

Delisting Notice

On March 31, 2026, the Company received a notice

from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company’s market

value of listed securities (“MVLS”) had been below the $ 50,000,000 minimum required for continued listing on the Nasdaq Global

Market under Nasdaq Listing Rule 5450(b)(2)(A) for the previous 30 consecutive business days.

The notice provides the Company with 180

calendar days, or until September 28, 2026, to regain compliance.

To regain compliance, the Company’s MVLS must close at $ 50,000,000

or more for a minimum of ten consecutive business days, subject to Nasdaq’s discretion.

The notice does not result in the immediate

delisting of the Company’s securities, which continue to trade on the Nasdaq Global Market under the symbols “BKHAU,”

“BKHA,” and “BKHAR.” If the Company does not regain compliance by the applicable deadline, the Company may be

subject to delisting, although it may appeal any such determination or apply to transfer the listing of its securities to the Nasdaq Capital

Market, subject to satisfaction of applicable requirements.

Going Concern Consideration

As of February 28, 2026, the Company had $ 178,407 in cash and working capital deficit of $ 2,105,080 .

As of May 31, 2026, the Company had $ 11,583 in cash and working capital deficit of $ 2,688,676 .

The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $ 25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $ 250,000 (see Note 5).

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Basis of Presentation

The accompanying unaudited consolidated financial

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

and pursuant to the rules and regulations of the of the Securities and Exchange Commission (“SEC”).

Accordingly, they do not

include all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited financial statements reflect

all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the

periods presented.

They should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on March

The interim results for the three months ended February 28, 2026 are not necessarily indicative of the results that may

be expected through November 30, 2026 or for any future periods.

The accompanying unaudited consolidated

financial statements are presented in conformity with accounting principles generally accepted in the United States of America

GAAP”) and pursuant to the rules and regulations of the of the Securities and Exchange Commission

Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of

management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary

for the fair statement of the balances and results for the periods presented.

They should be read in conjunction with the

Company’s Annual Report on Form 10-K, as filed with the SEC on March 6, 2026.

The interim results for the three and six months

ended May 31, 2026 are not necessarily indicative of the results that may be expected through November 30, 2026 or

for any future periods.

Principles of consolidation

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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 $ 178,407 and $ 39,521 in cash and none in cash equivalents as of February 28, 2026 and November 30, 2025, respectively.

The Company had $ 11,583 and $ 39,521 in cash and none in cash equivalents as of May 31, 2026 and November 30, 2025, respectively.

Investments Held in Trust Account

As of February 28, 2026 and November 30, 2025, the Company had $ 24,640,591 and $ 23,827,149 in investments held in the Trust Account comprised of money market funds that invest in U.S.

As of May 31, 2026 and November 30, 2025, the Company had $ 25,313,116 and $ 23,827,149 in investments held in the Trust Account comprised of money market funds that invest in U.S.

government securities.

12 unchanged sentences

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

There were no unrecognized tax benefits, and no amounts accrued for interest and penalties as of February 28, 2026.

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

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

7 unchanged sentences

number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Initial Shareholders.

As of February 28, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised

As of May 31, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised

or converted into shares of Class A ordinary shares and then share in the earnings of the Company.

8 unchanged sentences

Basic and diluted net income per share

Six Months Ended

Basic and diluted net per share

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share

Concentration of Credit Risk

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Founder Shares

On October 16, 2023, the Company issued 17,250,000 shares of Class B ordinary shares, $ 0.0001 per share to the Sponsor (“Founder Shares”), for an aggregated consideration of $ 25,000 , or approximately $ 0.0145 per share.

On November 13, 2023, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the 17,250,000 shares of common stock were converted to 1,725,000 Class B ordinary shares.

On March 18, 2024, the Company elected to convert 1,725,000 Class B ordinary shares into 1,725,000 Class A ordinary shares upon the closing of IPO.

On March 20, 2024, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750 Class B ordinary shares, $ 0.0126 par value per ordinary share.

As of February 28, 2026 and November 30, 2025, there were 1,725,000 Founder Shares issued and outstanding.

On October 16, 2023, the Company issued 17,250,000

shares of Class B ordinary shares, $ 0.0001

par value per share to the Sponsor (“Founder Shares”), for an aggregated consideration of $ 25,000 ,

or approximately $ 0.0145

On November 13, 2023, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement,

pursuant to which the 17,250,000

shares of common stock were converted to 1,725,000

Class B ordinary shares.

On March 18, 2024, the Company elected to convert 1,725,000

Class B ordinary shares into 1,725,000

Class A ordinary shares upon the closing of IPO.

On March 20, 2024, the Company and the Sponsor entered into the Second

Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750

Class B ordinary shares, $ 0.0126

per ordinary share.

As of May 31, 2026 and November 30, 2025, there were 1,725,000

Founder Shares issued and outstanding.

The Initial Shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares for a time period ending on the date that is the earlier of (A) six months after the completion of the Company’s initial business combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination that results in all of the public shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property.

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On June 13, 2025, September 23,

2025, and February 12, 2026, the Company issued convertible promissory notes to the Sponsor (the “June Note”, the

“September Note,” and the “February 2026 Note”;

collectively, the “Convertible Notes”), each

2025, February 12, 2026, and May 4, 2026, the Company issued convertible promissory notes to the Sponsor (the “June

Note”, the “September Note”, the “February 2026 Note”;

and the “May 2026 Convertible

Note”, collectively, the “Convertible Notes”), each

permitting borrowings of up to $350,000, $350,000, $300,000, and $300,000, respectively.

As of February 28, 2025, the Company had drawn

$1,000,000 under the three Convertible Notes.

The June Note bears interest at 6% per annum and

both the September Note and February Note bear interest at 10% per annum.

The Convertible Notes are unsecured and mature on the earlier

of (i) the consummation of a business combination or (ii) the Company’s liquidation date, as approved by stockholders.

Upon consummation

of a business combination, the Sponsor may elect to convert any unpaid principal and accrued interest into ordinary shares of the Company.

As of May 31, 2025, the Company had

drawn $1,235,000 under the four Convertible Notes.

The June Note bears interest at 6% per annum

and all of the September Note, February 2026 Note and May 2026 Note bear interest at 10% per annum.

The Convertible Notes are

unsecured and mature on the earlier of (i) the consummation of a business combination or (ii) the Company’s liquidation date,

as approved by stockholders.

Upon consummation of a business combination, the Sponsor may elect to convert any unpaid principal and

accrued interest into ordinary shares of the Company.

The conversion price for both the June and

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date was reclassified to additional paid-in capital.

As of February 28, 2026 and November 30, 2025,

As of May 31, 2026 and November 30, 2025,

there was no derivative liability outstanding.

As of February 28, 2026, the outstanding principal

As of May 31, 2026, the outstanding principal

balance under the Convertible Notes was $ 1,232,366 , including unamortized discount of $ 2,541 .

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therefore it is accounted for as equity and that no fair value remeasurement is required.

2026 Convertible Note

The May 2026 Convertible Note is convertible solely into the Company’s

own ordinary shares at a fixed conversion price of $1.00 per share, which represents one-tenth (1/10) of the Company’s $10.00 initial

public offering price per unit.

The conversion option met the equity scope exception under ASC 815-40, therefore it is accounted for as

equity and that no fair value remeasurement is required.

Related Party Loans

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Certain amount of such loans may be converted into private at $10.00 per share at the option of the lender.

As of February 28, 2026 and November 30, 2025, the Company had no borrowings under the working capital loans.

As of May 31, 2026 and November 30, 2025, the Company had no borrowings under the working capital loans.

Due to Related Party

The Sponsor paid certain transaction costs on

behalf of the Company.

These amounts are due on demand and non-interest bearing.

As of May 31, 2026 and November 30, 2025, the amount

due to the related party was $ 7,400 and $ 0 , respectively.

Administrative Services Agreement

5 unchanged sentences

The Company incurred $ 30,000

the three months ended February 28, 2026, of which $ 5,000

was due to the Sponsor as of February 28, 2026.

Included in the accompany accounts payable and accrued expenses.

and $ 60,000 for the three and six months ended May 31, 2026, respectively, of which $ 20,000

was due to the Sponsor as of May 31, 2026 and included in the accompany accounts payable and accrued expenses.

Note 6 — Commitments and Contingencies

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Right of First Refusal

The Company has granted EF Hutton for a period of 18 months after the date of the consummation of the Company’s Business Combination, an irrevocable right of first refusal to act as lead left book-running managing underwriter or lead left placement agent with at least 50% of the economics;

or, in the case of a three-handed deal, 40% of the economics, for any and all future public and private equity, convertible and debt offerings.

The Company has granted EF Hutton for a period of

18 months after the date of the consummation of the Company’s Business Combination, an irrevocable right of first refusal to act

as lead left book-running managing underwriter or lead left placement agent with at least 50% of the economics;

or, in the case of a

three-handed deal, 40% of the economics, for any and all future public and private equity, convertible and debt offerings.

Underwriting Agreement

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The value of the over-allotment option was estimated to be $ 93,150 as of March 22, 2024.

The underwriters did not exercise the over-allotment option, as such, there was no liability accrued on the balance sheet as of February 28, 2026.

The underwriters did not exercise the over-allotment option, as such, there was no liability accrued on the balance sheet as of May 31, 2026.

The underwriters were paid a cash underwriting discount of 1.0% of the gross proceeds of the IPO or $ 690,000 .

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Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750

Class B ordinary shares, $ 0.0126

par value per ordinary share.

Class B ordinary shares, $ 0.0126 per ordinary share.

On July 8, 2025, the Company held its Extraordinary General Meeting in which holders of 4,775,923

2 unchanged sentences

and outstanding.

As of February 28, 2026 and November 30, 2025, there were 2,029,500

As of May 31, 2026 and November 30, 2025, there were 2,029,500

Class A non-redeemable ordinary shares issued and outstanding (excluding 2,124,077 and 2,124,077 Class A ordinary shares subject to

redemption as of February 28, 2026 and November 30, 2025, respectively).

redemption as of May 31, 2026 and November 30, 2025, respectively).

Rights — Each holder of a right will receive one share of Class A Ordinary Share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination.

8 unchanged sentences

Note 8 — Due to Target Company

In connection with the Extension, the Vesicor

agreed to contribute half the Extension Payment and certain merger costs.

For the three months ended February 28, 2026 and 2025.

Vesicor contributed $ 440,988 and $ 0 , respectively.

The amount provided is interest free and will be reimbursed by the surviving company’s

common stock upon closing of the business combination.

As of February 28, 2026 and November 30, 2025, $ 1,015,988 and $ 575,000 were outstanding, respectively.

In connection with the Extension, the

Vesicor agreed to contribute one-half of the Extension Payment and certain merger costs.

For the three and six months ended

May 31, 2026, Vesicor contributed approximately $ 284,814

and $ 725,801 ,

respectively.

As of May 31, 2026 and November 30, 2025, outstanding amounts totaled $ 1,300,801

and $ 575,000 ,

respectively.

Subsequently, on June 30, 2026, Black Hawk and Vesicor entered into a Debt Forgiveness Agreement under which Vesicor forgave $ 1,015,988

of the $ 1,300,801 in advances.

See Note 11 — Subsequent Events for a detailed description of the Debt Forgiveness Agreement.

Note 9 — Fair Value Measurements

8 unchanged sentences

The following tables present information about

the Company’s assets that are measured at fair value on a recurring basis as of February 28, 2026 and November 30, 2025, and

the Company’s assets that are measured at fair value on a recurring basis as of May 31, 2026 and November 30, 2025, and

indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

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Three Months Ended

Six Months Ended

General and administrative expenses

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in the footnotes, management identified the following subsequent event requiring disclosure in the financial statements.

On March 31, 2026, the Company received a notice

from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company’s market

value of listed securities (“MVLS”) had been below the $ 50,000,000 minimum required for continued listing on the Nasdaq Global

Market under Nasdaq Listing Rule 5450(b)(2)(A) for the previous 30 consecutive business days.

The notice provides the Company with 180

calendar days, or until September 28, 2026, to regain compliance.

To regain compliance, the Company’s MVLS must close at $ 50,000,000

or more for a minimum of ten consecutive business days, subject to Nasdaq’s discretion.

The notice does not result in the immediate

delisting of the Company’s securities, which continue to trade on the Nasdaq Global Market under the symbols “BKHAU,”

“BKHA,” and “BKHAR.” If the Company does not regain compliance by the applicable deadline, the Company may be

subject to delisting, although it may appeal any such determination or apply to transfer the listing of its securities to the Nasdaq Capital

Market, subject to satisfaction of applicable requirements.

Debt Forgiveness Agreement

On June 30, 2026, Black Hawk and Vesicor entered

into a Debt Forgiveness Agreement pursuant to which Vesicor forgave $ 1,015,988 in advances previously made by Vesicor to or on behalf

of Black Hawk (the “Vesicor Advances”).

The Vesicor Advances consisted of (i) $ 675,000 in extension payment advances made

between July 2025 and February 2026, representing Vesicor’s one-half share of the monthly $ 150,000 trust fund extension payments

required under the Business Combination Agreement and the amended Trust Agreement, and (ii) $ 340,987 .50 in upfront fee payments and other

transaction expenses paid by Vesicor on Black Hawk’s behalf between March and April 2025 for upfront fees and February 2026 for

other transaction expenses.

All advances were made on a non-interest basis.

Pursuant to the Debt Forgiveness Agreement, Vesicor

(i) forgave the entire outstanding principal amount of the Vesicor Advances, (ii) agreed that all debt instruments issued or issuable

in connection with the Vesicor Advances are null and void, and (iii) waived and cancelled any rights to convert the Vesicor Advances into

debt or equity securities of Black Hawk or any successor.

Vesicor’s forgiveness of advances classified as upfront fees was made

pursuant to a waiver, consent and authorization of Vesicor’s shareholders.

Any advances made by Vesicor after February 12, 2026

are expressly excluded from the Debt Forgiveness Agreement and will be governed by separate written agreements between the parties.

In consideration for the foregoing, Black Hawk

released Vesicor from any claims arising from Vesicor’s failure to timely advance or pay any portion of the Vesicor Advances or

otherwise timely perform its obligations under the Business Combination Agreement.

Each party retained all other rights and claims under

the Business Combination Agreement not expressly released.

The Debt Forgiveness Agreement is governed by the laws of the State of California.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

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The Business Combination is expected to be completed

by the second quarter of 2026.

by the third quarter of 2026.

4, 2026, the Company filed Amendment No.

17 unchanged sentences

approximately $22.7 million remains in the Trust Account, and 2,124,077 public ordinary shares remain issued and outstanding.

Delisting Notice

On March 31, 2026, the Company received a notice

from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company’s market

value of listed securities (“MVLS”) had been below the $50,000,000 minimum required for continued listing on the Nasdaq Global

Market under Nasdaq Listing Rule 5450(b)(2)(A) for the previous 30 consecutive business days.

The notice provides the Company with 180

calendar days, or until September 28, 2026, to regain compliance.

To regain compliance, the Company’s MVLS must close at $50,000,000

or more for a minimum of ten consecutive business days, subject to Nasdaq’s discretion.

The notice does not result in the immediate

delisting of the Company’s securities, which continue to trade on the Nasdaq Global Market under the symbols “BKHAU,”

“BKHA,” and “BKHAR.” If the Company does not regain compliance by the applicable deadline, the Company may be

subject to delisting, although it may appeal any such determination or apply to transfer the listing of its securities to the Nasdaq Capital

Market, subject to satisfaction of applicable requirements.

Forgiveness Agreement

On June 30, 2026, Black Hawk and Vesicor entered

into a Debt Forgiveness Agreement pursuant to which Vesicor forgave $1,015,988 in advances previously made by Vesicor to or on behalf

of Black Hawk (the “Vesicor Advances”).

The Vesicor Advances consisted of (i) $675,000 in extension payment advances made

between July 2025 and February 2026, representing Vesicor’s one-half share of the monthly $150,000 trust fund extension payments

required under the Business Combination Agreement and the amended Trust Agreement, and (ii) $340,987.50 in upfront fee payments and other

transaction expenses paid by Vesicor on Black Hawk’s behalf between March and April 2025 for upfront fees and February 2026 for

other transaction expenses.

All advances were made on a non-interest basis.

Pursuant to the Debt Forgiveness Agreement, Vesicor

(i) forgave the entire outstanding principal amount of the Vesicor Advances, (ii) agreed that all debt instruments issued or issuable

in connection with the Vesicor Advances are null and void, and (iii) waived and cancelled any rights to convert the Vesicor Advances into

debt or equity securities of Black Hawk or any successor.

Vesicor’s forgiveness of advances classified as upfront fees was made

pursuant to a waiver, consent and authorization of Vesicor’s shareholders.

Any advances made by Vesicor after February 12, 2026

are expressly excluded from the Debt Forgiveness Agreement and will be governed by separate written agreements between the parties.

In consideration for the foregoing, Black Hawk

released Vesicor from any claims arising from Vesicor’s failure to timely advance or pay any portion of the Vesicor Advances or

otherwise timely perform its obligations under the Business Combination Agreement.

Each party retained all other rights and claims under

the Business Combination Agreement not expressly released.

The Debt Forgiveness Agreement is governed by the laws of the State of California.

of Operations

1 unchanged sentence

Our only activities from September 28, 2023 (inception)

through February 28, 2026, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying

through May 31, 2026, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying

a target company for an initial business combination.

5 unchanged sentences

as for due diligence expenses in connection with searching for, and completing, a Business Combination.

the three months ended February 28, 2026, we had net income of $139,805, which consisted of general and administrative expenses of

$24,189, related party administrative fees of $30,000, interest expense of $19,449 offset by interest income of $213,442.

the three months ended February 28, 2025, we had net income of $658,379 which consisted of general and administrative expenses of

$78,769, related party administrative fees of $30,000, offset by interest income of $767,148.

For the three months ended May 31, 2026, we had

net income of $88,929, which consisted of general and administrative expenses of $79,215, related party administrative fees of $30,000,

interest expense of $24,381, offset by interest income of $222,525.

For the six months ended May 31, 2026, we had

net income of $228,734, which consisted of general and administrative expenses of $103,403, related party administrative fees of $60,000,

interest expense of $43,830, offset by interest income of $435,967.

For the three months ended May 31, 2025,

we had net income of $520,542, which consisted of general and administrative expenses of $217,598, related party administrative fees of

$30,000, offset by interest income of $768,140.

For the six months ended May 31, 2025, we

had net income of $1,178,921, which consisted of general and administrative expenses of $296,367, and related party administrative fees

of $60,000, offset by interest income of $1,535,288.

and Capital Resources

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were insufficient to cover such expenses.

As of February 28,

2026, we had cash of $178,407 and a working capital deficit of $2,105,080.

The Company’s liquidity needs prior to the consummation

of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory

note from the Sponsor of $250,000.

Subsequent to the consummation of the IPO, the Company expects that it will need additional capital

to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account

for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence

on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring,

negotiating and consummating the Initial Business Combination.

Although certain of the Company’s initial shareholders, officers

and directors or their affiliates have committed to loan the Company funds from time to time or at any time, in whatever amount they

deem reasonable in their sole discretion, there is no guarantee that the Company will receive such funds.

As of May 31, 2026, we had cash of $11,583 and

a working capital deficit of $2,688,676.

The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through

a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $250,000.

Subsequent to the consummation of the IPO, the Company expects that it will need additional capital to satisfy its liquidity needs beyond

the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable,

identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying

for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial

Business Combination.

Although certain of the Company’s initial shareholders, officers and directors or their affiliates have committed

to loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is

no guarantee that the Company will receive such funds.

Company will use funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence

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Sheet Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of February 28, 2026.

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of May 31, 2026.

participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

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Quarterly Results

of February 28, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and

of May 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and

did not have any commitments or contractual obligations.

23 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