Item 1B. Unresolved Staff Comments
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
We are a special purpose acquisition company with no business operations. We have no operating business systems, customer-facing applications, or complex information technology. Since the Offering, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. However, because we have investments in our Trust Account and bank deposits and we depend on the digital technologies of third parties , we and third parties may be subject to attacks on or security breaches in our or their systems. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats , and we have no personnel or processes of our own for this purpose. Our board of directors is generally responsible for the oversight of risks from cybersecurity threats, if any. We have not encountered any cybersecurity incidents since our Offering.
We have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk due to our limited operations. Our management is generally responsible for assessing and managing any cybersecurity threats , including limiting access to non-public information to key personnel and third-party service providers, using secure means to transmit sensitive information, and monitoring cyber-related issues at key third-party service providers. If and when any reportable cybersecurity incident arises, our management shall promptly report such matters to our board of directors for further actions, including regarding the appropriate disclosure, mitigation, or other response or actions that the board deems appropriate to take, including coordination with third-party service providers to secure our information in the event of cyber-related issues at key third-party service providers.
As of the date of this report, we have not encountered any cybersecurity incidents since the Offering or identified any cybersecurity risks that have materially affected, or are reasonably likely to materially affect, our business strategy, results of operations, or financial condition.
ITEM 2. PROPERTY
We currently maintain our executive offices at 1012 Springfield Avenue, Mountainside, New Jersey 07092. We consider our current office space adequate for our current operations.
On June 9, 2025, the Company entered into an administrative services agreement with the Prior Sponsor, to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support, to commence on the date the securities of the Company are first listed on the Nasdaq (the “Administrative Services Agreement”). As of November 25, 2025, the Company had incurred and paid the Prior Sponsor $54,398 of administrative costs. Pursuant to the Purchase Agreement, the Administrative Services Agreement with the Prior Sponsor was terminated on November 25, 2025, and no further fees accrued thereafter.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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Table of Contents
PART II
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