What changed in this filing

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Item 1. Financial Statements

2026-08-12 compared with 2026-05-15 · 175 added, 76 removed, 419 unchanged (37% of the section changed)

15 unchanged sentences

Due to related party

Working capital note – related party

Total Current Liabilities

Non-current Liabilities:

Working capital note – related party

Deferred underwriter fee liability

3 unchanged sentences

Class A ordinary shares subject to possible redemption;

25,300,000 shares issued and outstanding subject to possible redemption, at redemption value, as of March 31, 2026 and December 31, 2025

25,300,000 shares issued and outstanding subject to possible redemption, at redemption value, as of June 30, 2026 and December 31, 2025

Shareholders’ Deficit

4 unchanged sentences

485,000,000 shares authorized;

683,000 shares issued and outstanding (excluding 25,300,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025

683,000 shares issued and outstanding (excluding 25,300,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025

Class B ordinary shares, $ 0.0001 par value;

10,000,000 shares authorized;

6,325,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025

6,325,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025

Additional paid-in capital

10 unchanged sentences

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

Operating expenses:

1 unchanged sentence

Legal and accounting expenses

Administrative services fee – related party

Insurance expense

3 unchanged sentences

Income earned on cash and marketable securities held in Trust Account

Net income (loss)

Weighted average shares outstanding of redeemable Class A ordinary shares

5 unchanged sentences

CONDENSED STATEMENTS OF CHANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE SIX MONTHS ENDED JUNE 30, 2026

Class A ordinary shares

12 unchanged sentences

( 9,284,305 )

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Remeasurement of Class A ordinary shares subject to possible redemption

( 2,296,107 )

Balance – June 30, 2026

( 9,482,955 )

( 9,482,254 )

FOR THE SIX MONTHS ENDED JUNE 30, 2025

Class A ordinary shares

5 unchanged sentences

Balance – March 31, 2025

Share recapitalization

Issuance of Class A ordinary shares in IPO

Sale of private placement units

Remeasurement of Class A ordinary shares subject to possible redemption

( 10,194,418 )

( 8,122,671 )

( 18,317,089 )

Balance – June 30, 2025

( 7,802,642 )

( 7,801,941 )

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash Flows from Operating Activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

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

Formation, general and administrative costs paid by Sponsor under promissory note – related party

5 unchanged sentences

Accrued expenses

Administrative support fee - related party

Due to related party

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment in Trust Account

( 253,000,000 )

Net cash used in investing activities

( 253,000,000 )

Cash Flows from Financing Activities:

Proceeds from working capital note – related party

Proceeds from issuance of Class A ordinary shares

Proceeds from sale of private placement units

Payment of underwriting fees and reimbursements

( 5,135,000 )

Payment of promissory note – related party

Due from related party, net

Payment of deferred offering costs

Net cash provided by financing activities

4 unchanged sentences

Remeasurement of Class A ordinary shares subject to possible redemption

Deferred offering costs paid by Sponsor under promissory note – related party

Prepaid expenses paid by Sponsor under promissory note – related party

Deferred offering costs included in accrued offering costs

Prepaid expenses paid by Sponsor under promissory note – related party

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

2 unchanged sentences

The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company has not selected any specific Business Combination target, and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.

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

All activity for the period from November 1, 2024 (inception) through March 31, 2026 relates to the Company’s formation and its initial public offering (the “Initial Public Offering”), as discussed in Note 3, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company has not selected any specific Business Combination target.

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

All activity for the period from November 1, 2024 (inception) through June 30, 2026 relates to the Company’s formation and its initial public offering (the “Initial Public Offering”), as discussed in Note 3, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

26 unchanged sentences

As a condition to consummation of the Purchase, all of the then-existing members of the board of directors (the “Prior Board”) and all then-existing officers of the Company resigned, and the New Sponsor designated (i) a new board of directors, which was elected immediately prior to the closing of the Purchase by the Prior Sponsor as the then-sole holder of the Class B Ordinary Shares in accordance with the terms of the Company’s amended and restated memorandum and articles of association, and (ii) a new management team, which was appointed immediately prior to the closing of the Purchase by the Prior Board, effective as of the closing of the Purchase.

Except as otherwise specified or where the context requires otherwise, references in this Quarterly Report on Form 10-Q (the “Quarterly Report”) to “the board of directors” (the “Board”), “our directors,” “our officers,” or “management” shall refer to the board of directors, officers, and management team designated by the New Sponsor and serving following the closing of the Purchase, and all references to the “Sponsor” refer to the “New Sponsor.”

Pursuant to the terms of the Purchase Agreement, the New Sponsor (i) executed a joinder agreement to become a party to the Registration Rights Agreement, dated June 9, 2025 (the “Registration Rights Agreement”), among the Company, the Prior Sponsor, BTIG, and the other parties thereto and (ii) entered into a side letter agreement with the Company (the “New Insider Letter”) providing for, among other things, voting obligations and certain transfer restrictions.

9 unchanged sentences

The New 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 (but without deduction for any excise or similar tax that may be due or payable), provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

However, the Company has not asked the New Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the New Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company.

However, the Company has not asked the New Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the New Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the New Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure that the New Sponsor would be able to satisfy those obligations.

Liquidity, Capital Resources and Going Concern

As of March 31, 2026 and December 31, 2025, the Company had $ 420,414 and $ 0 of cash and cash equivalents, and a working capital (deficit) of $ 56,028 and $( 109,004 ), respectively.

The Company’s liquidity needs through March 31, 2026 had been satisfied through a payment from the Prior Sponsor of $ 25,000 for Class B ordinary shares, par value $ 0.0001 per share (“Founder Shares”) (see Note 6), the Initial Public Offering and the sale of the Private Placement Units.

As of June 30, 2026 and December 31, 2025, the Company had $ 32,560 and $ 0 of cash and cash equivalents, and a working capital deficit of $ 627,254 and $ 109,004 , respectively.

The Company’s liquidity needs through June 30, 2026 had been satisfied through a payment from the Prior Sponsor of $ 25,000 for Class B ordinary shares, par value $ 0.0001 per share (“Founder Shares”) (see Note 6), the Initial Public Offering and the sale of the Private Placement Units.

The Company drew on an unsecured promissory note to pay certain offering costs, which was paid in full in connection with the consummation of the Initial Public Offering (see Note 6).

14 unchanged sentences

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 April 14, 2026.

The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

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

10 unchanged sentences

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 $ 420,414 and no cash in its operating account and no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

The Company had $ 32,560 and no cash in its operating account and no cash equivalents as of June 30, 2026 and December 31, 2025, respectively.

Cash Held in Trust Account

As of March 31, 2026 and December 31, 2025, the assets held in Trust Account, amounting to $ 261,075,080 and $ 258,796,563 , respectively, were held in cash in a demand deposit account.

As of June 30, 2026 and December 31, 2025, the assets held in Trust Account, amounting to $ 263,371,187 and $ 258,796,563 , respectively, were held in cash in a demand deposit account.

Offering Costs Associated with the Initial Public Offering

19 unchanged sentences

Class B ordinary shares are the Founder Shares which do not have redemption rights on the amounts held in the Trust Account.

Redeemable Class A ordinary shares

are the Class A ordinary shares underlying the Public Units issued at the Initial Public Offering and have redemption rights to the amounts held in the Trust Account.

Redeemable Class A ordinary shares are the Class A ordinary shares underlying the Public Units issued at the Initial Public Offering and have redemption rights to the amounts held in the Trust Account.

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”.

4 unchanged sentences

As such, any remeasurement of the redeemable Class A ordinary shares as a result of income earned on marketable securities and cash held in Trust Account was treated as dividends paid to the public shareholders and is reflected as an adjustment through accretion applicable to remeasurement of Class A redeemable shares to redemption value.

Subsequent to calculating the total income (loss) allocable to both classes of ordinary shares, the Company split the amount to be allocated using the weighted average shares outstanding ratio for the redeemable Class A ordinary shares and for the non-redeemable ordinary shares for the three months ended March 31, 2026.

The Company has not considered the effect of the 12,649,993 Public Warrants or 341,500 Private Placement Warrants in the calculation of diluted net income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares for the three months ended March 31, 2026:

For the Three Months Ended

3 unchanged sentences

For the Three Months Ended

March 31, 2026

June 30, 2026

Non-redeemable

12 unchanged sentences

Basic and diluted net (loss) income per share

There were no redeemable Class A ordinary shares or non-redeemable Class A ordinary shares outstanding as of March 31, 2025.

As such, net loss per ordinary share was calculated by dividing net loss into non-redeemable Class B ordinary shares.

For the Six Months Ended

Remeasurement of Class A redeemable shares to redemption value

( 4,574,624 )

Net loss including accretion of Class A redeemable shares to redemption value

For the Six Months Ended

June 30, 2026

Non-redeemable

Redeemable shares

Class A and Class B

Ordinary shares

Total number of shares

Ownership percentage

Net income allocated by class

Remeasurement of Class A redeemable shares to redemption value based on ownership percentage

( 3,582,332 )

Accretion applicable to remeasurement of Class A redeemable shares to redemption value

Total (loss) income based on ownership percentage

Weighted average shares outstanding

Basic and diluted net (loss) income per share

For the Three Months Ended

Remeasurement of Class A redeemable shares to redemption value

( 18,317,089 )

Net loss including accretion of Class A redeemable shares to redemption value

( 17,872,697 )

For the Three Months Ended

June 30, 2025

Non-redeemable

Redeemable shares

Class A and Class B

Ordinary shares

Total number of shares

Ownership percentage

Net income allocated by class (1)

Remeasurement of Class A redeemable shares to redemption value based on ownership percentage

( 3,973,200 )

( 14,343,889 )

Accretion applicable to remeasurement of Class A redeemable shares to redemption value

Total (loss) income based on ownership percentage

( 3,923,066 )

Weighted average shares outstanding

Basic and diluted net (loss) income per share

(1) Net income allocated by class was calculated by allocating net loss for the period from April 1, 2025 to June 11, 2025, the date the Company consummated the Initial Public Offering, to non-redeemable Class A and Class B ordinary shares, as only non-redeemable Class B ordinary shares were issued and outstanding during that period.

Net income for the period from June 11, 2025 through June 30, 2025 was then allocated to non-redeemable Class A and Class B ordinary shares and redeemable Class A ordinary shares based on ownership percentage.

For the Six Months Ended

Remeasurement of Class A redeemable shares to redemption value

( 18,317,089 )

Net loss including accretion of Class A redeemable shares to redemption value

( 17,948,519 )

For the Six Months Ended

June 30, 2025

Non-redeemable

Redeemable shares

Class A and Class B

Ordinary shares

Total number of shares

Ownership percentage

Net (loss) income allocated by class (1)

Remeasurement of Class A redeemable shares to redemption value based on ownership percentage

( 3,973,200 )

( 14,343,889 )

Accretion applicable to remeasurement of Class A redeemable shares to redemption value

Total (loss) income based on ownership percentage

( 3,998,888 )

Weighted average shares outstanding

Basic and diluted net (loss) income per share

(1) Net income allocated by class was calculated by allocating net loss for the period from February 10, 2025 (inception) to June 11, 2025, the date the Company consummated the Initial Public Offering, to non-redeemable Class A and Class B ordinary shares, as only non-redeemable Class B ordinary shares were issued and outstanding during that period.

Net income for the

period from June 11, 2025 through June 30, 2025 was then allocated to non-redeemable Class A and Class B ordinary shares and redeemable Class A ordinary shares based on ownership percentage.

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

5 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.

8 unchanged sentences

Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

As of March 31, 2026, the Class A ordinary shares subject to possible redemption reflected in the unaudited condensed balance sheets are reconciled in the following table:

As of June 30, 2026, the Class A ordinary shares subject to possible redemption reflected in the unaudited condensed balance sheets are reconciled in the following table:

Gross proceeds from Initial Public Offering

6 unchanged sentences

Accretion of Class A ordinary shares subject to possible redemption

Class A ordinary shares subject to possible redemption at March 31, 2026

Class A ordinary shares subject to possible redemption at June 30, 2026

Recent Accounting Pronouncements

1 unchanged sentence

ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others.

Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction.

Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by

nature and jurisdiction.

ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold.

ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024, and for interim periods for fiscal

years beginning after December 15, 2025, with early adoption permitted.

The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.

ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024, and for interim periods for fiscal years beginning after December 15, 2025, with early adoption permitted.

Adoption of ASU 2023-09 did not impact the Company’s unaudited condensed financial statements or related income tax disclosures.

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses,” which requires disclosures of certain disaggregated income statement expense captions into specified categories within the footnotes to the financial statements.

13 unchanged sentences

Each Public Warrant will become exercisable at the later of 12 months from the closing of the Initial Public Offering and 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.

Warrants — As of March 31, 2026 and December 31, 2025, there were 12,991,493 Warrants outstanding, including 12,649,993 Public Warrants and 341,500 Private Placement Warrants.

Warrants — As of June 30, 2026 and December 31, 2025, there were 12,991,493 Warrants outstanding, including 12,649,993 Public Warrants and 341,500 Private Placement Warrants.

Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein.

6 unchanged sentences

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, 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.

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, 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.

39 unchanged sentences

For the Three

Net Income (Loss):

Net loss from operations

Income earned on cash and marketable securities held in Trust Account

Net income (loss)

For the Six Months

Net loss from operations

Income earned on cash and marketable securities held in Trust Account

The CODM reviews net loss from operations to manage and forecast cash to ensure capital is available to complete a business combination or similar transaction within the business combination period.

5 unchanged sentences

On June 9, 2025, the Company, through a share capitalization, issued the Prior Sponsor an additional 575,000 Founder Shares, resulting in the Prior Sponsor holding 6,325,000 Founder Shares in the aggregate.

On November 25, 2025, New Sponsor purchased from the Prior Sponsor 6,325,000 Founder Shares pursuant to the Purchase Agreement.

On November 25, 2025, the New Sponsor purchased from the Prior Sponsor 6,325,000 Founder Shares pursuant to the Purchase Agreement.

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

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 (the “Lock-up”).

Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.

results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.

Promissory Note — Related Party

The Prior Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering (the “Promissory Note”).

The Promissory Note was non-interest bearing, unsecured and due at the earlier of (i) November 20, 2025, (ii) the closing of the Initial Public Offering or (iii) the date which the Company determines not to proceed with

the Initial Public Offering.

As of June 11, 2025, the date of the consummation of the Initial Public Offering, the Company had borrowed $ 242,397 under the Promissory Note.

2 unchanged sentences

The Promissory Note is no longer available as of December 31, 2025.

Accordingly, as of March 31, 2026 and December 31, 2025, the Company had no amounts outstanding under the Promissory Note, respectively, and the Promissory Note is no longer available for draw down.

Accordingly, as of June 30, 2026 and December 31, 2025, the Company had no amounts outstanding under the Promissory Note, respectively, and the Promissory Note is no longer available for draw down.

Administrative Services Agreement

1 unchanged sentence

Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $ 10,000 per month fee.

The Company did no t incur administrative service fees for the three months ended March 31, 2026 and 2025.

The Company incurred administrative service fees of $ 0 and $ 6,333 for the three months ended June 30, 2026, and 2025, respectively, and $ 0 and $ 6,333 for the six months ended June 30, 2026, and 2025, respectively.

In connection with the Purchase Agreement, the administrative services agreement was terminated and the outstanding balance, which totaled $ 25,683 as of November 25, 2025, the date of termination, was settled through a distribution to the Prior Sponsor.

2 unchanged sentences

The advisory fee is effective as of December 2025 and will continue on a monthly basis until the earlier of (i) the closing and completion of the Company’s initial business combination and (ii) the liquidation of the Company.

For the three months ended March 31, 2026, the Company incurred $ 45,000 of such advisory fees with $ 15,000 accrued and unpaid as of March 31, 2026.

For the year ended December 31, 2025, the Company incurred $ 15,000 of such advisory fees with $ 15,000 accrued and unpaid as of December 31, 2025.

For the three and six months ended June 30, 2026, the Company incurred $ 45,000 and $ 90,000 of such advisory fees, with $ 15,000 accrued and unpaid as of June 30, 2026 and December 31, 2025.

For the three and six months ended June 30, 2025, the Company incurred no such advisory fees.

Prior Sponsor Distribution

In connection with the Purchase Agreement on November 25, 2025, Prior Sponsor received a cash distribution of $ 188,273 , equivalent to the remaining cash after payment of all outstanding liabilities of the Company as of the closing of the Purchase, including all liabilities to the Prior Sponsor through the closing of the Purchase.

In connection with the Purchase Agreement on November 25, 2025, the Prior Sponsor received a cash distribution of $ 188,273 , equivalent to the remaining cash after payment of all outstanding liabilities of the Company as of the closing of the Purchase, including all liabilities to the Prior Sponsor through the closing of the Purchase.

The cash distribution was paid from the cash and cash equivalents of the Company and excluded amounts held in the Trust Account.

Due to Related Party

Prior to the drawdown of the Working Capital Note on March 23, 2026, YA II PN, Ltd., an affiliate of the Sponsor (the “Affiliate”), paid for certain expenses on behalf of the Company, amounting to $ 250,371 in the aggregate, as of March 31, 2026.

Prior to the drawdown of the Working Capital Note on March 23, 2026, YA II PN, Ltd., an affiliate of the New Sponsor (the “Affiliate”), paid for certain expenses on behalf of the Company, amounting to $ 259,017 in the aggregate.

$ 250,371 was repaid during the three and six months ended June 30, 2026, resulting in a due to related party balance of $ 8,646 as of June 30, 2026.

The amount due to the Affiliate is not a drawdown on the Working Capital Loan, it is non-interest bearing, and is due on demand.

7 unchanged sentences

Pursuant to the terms of the Working Capital Note, the principal balance does not accrue interest, is payable on the earlier of the date on which we consummate an initial Business Combination or the date that the Company’s winding up is effective, and is convertible at the New Sponsor’s election upon the consummation of an initial Business Combination into units identical to the Private Placement Units at a price of $ 10.00 per unit.

On March 23, 2026, the Company drew

$ 500,000 under the Working Capital Note.

As such, as of March 31, 2026, there was $ 500,000 outstanding under the Working Capital Note.

On March 23, 2026, the Company drew $ 500,000 under the Working Capital Note.

As such, as of June 30, 2026, there was $ 500,000 outstanding under the Working Capital Note.

On August 11, 2026, the Company and the New Sponsor entered into an amendment to the Working Capital Note to increase the aggregate principal balance from $ 500,000 to $ 750,000 (the “Amended Working Capital Note”).

The terms of the Amended Working Capital Note otherwise remain unchanged.

As of the date of the filing of this Quarterly Report, the Company has drawn $ 750,000 under the Amended Working Capital Note (see Note 10).

Note 7 — Commitments and Contingencies

22 unchanged sentences

The deferred underwriting commissions will be payable as follows:

(i) $ 0.30 per Unit sold in the Initial Public Offering will be paid to BTIG in cash upon the closing of the initial Business Combination and (ii) $ 0.05 per Unit sold in the Initial Public Offering will be payable to BTIG in cash (the “Allocable Amount”), provided that the Company and the Sponsor have the right, in the Company’s discretion, to reallocate any portion of the Allocable Amount to third parties not participating in the Initial Public Offering (but who are members of FINRA) that assist the Company in consummating the initial Business Combination.

(i) $ 0.30 per Unit sold in the Initial Public Offering will be paid to BTIG in cash upon the closing of the initial Business Combination and (ii) $ 0.05 per Unit sold in the Initial Public Offering will be payable to BTIG in cash (the “Allocable Amount”), provided that the Company and the New Sponsor have the right, in the Company’s discretion, to reallocate any portion of the Allocable Amount to third parties not participating in the Initial Public Offering (but who are members of FINRA) that assist the Company in consummating the initial Business Combination.

In connection with the Purchase Agreement, the Company and BTIG entered into Amendment No.

3 unchanged sentences

Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each.

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

At 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 485,000,000 Class A ordinary shares at par value of $ 0.0001 each.

At March 31, 2026 and December 31, 2025, there were 683,000 shares of Class A ordinary shares issued and outstanding, excluding 25,300,000 shares subject to possible redemption.

At June 30, 2026 and December 31, 2025, there were 683,000 shares of Class A ordinary shares issued and outstanding, excluding 25,300,000 shares subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue a total of 10,000,000 Class B ordinary shares at par value of $ 0.0001 each.

On December 3, 2024, the Sponsor had initially purchased 5,750,000 Class B ordinary shares for $ 25,000 , or $ 0.0004 per share.

On June 9, 2025, the Company issued an additional 575,000 Class B ordinary shares to the Sponsor through a share capitalization for no additional consideration, resulting in 6,325,000 Class B ordinary shares issued and outstanding.

Accordingly, as of March 31, 2026 and December 31, 2025, there were 6,325,000 Class B ordinary shares issued and outstanding.

On December 3, 2024, the Prior Sponsor had initially purchased 5,750,000 Class B ordinary shares for $ 25,000 , or $ 0.0004 per share.

On June 9, 2025, the Company issued an additional 575,000 Class B ordinary shares to the Prior Sponsor through a share capitalization for no additional consideration, resulting in 6,325,000 Class B ordinary shares issued and outstanding.

Accordingly, as of June 30, 2026 and December 31, 2025, there were 6,325,000 Class B ordinary shares issued and outstanding.

The Founder Shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company fails to consummate an initial Business Combination) concurrently with or immediately following the consummation of an initial Business Combination or earlier at the option of the holder on a one -for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public 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, 20 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public 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 Placement 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 Company’s 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 its initial business combination or to redeem 100 % of the Company’s Public Shares if the Company does not complete its 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;

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 the Initial Public 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, 20 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public 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 Placement Units and the Class A ordinary shares underlying the Private Placement Warrants issued to the New 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 New 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 Company’s 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 its initial business combination or to redeem 100 % of the Company’s Public Shares if the Company does not complete its 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.

1 unchanged sentence

Unless specified in the Company’s amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the Company’s amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders.

Approval of certain actions require a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory

merger or consolidation with another company.

There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50 % of the Company’s ordinary shares voted for the appointment of directors can elect all of the directors.

4 unchanged sentences

Recurring Fair Value Measurements

At March 31, 2026 and December 31, 2025, the Company’s cash and marketable securities held in the Trust Account were valued at $ 261,075,080 and $ 258,796,563 , respectively.

At June 30, 2026 and December 31, 2025, the Company’s cash and marketable securities held in the Trust Account were valued at $ 263,371,187 and $ 258,796,563 , respectively.

The cash and marketable securities held in the Trust Account are recorded on the unaudited condensed balance sheets at fair value and are subject to remeasurement at each balance sheet date.

With each remeasurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The following table presents the fair value information, as of March 31, 2026 and December 31, 2025, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

As of March 31, 2026 and December 31, 2025, the Company’s cash and marketable securities held in the Trust Account are held in a demand deposit account carried at cost, and its carrying amount approximates its fair value as it is short-term in nature and payable on demand.

The following table presents the fair value information, as of June 30, 2026 and December 31, 2025, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

As of June 30, 2026 and December 31, 2025, the Company’s cash and marketable securities held in the Trust Account are held in a demand deposit account carried at cost, and its carrying amount approximates its fair value as it is short-term in nature and payable on demand.

Cash held in the Trust Account is classified within Level 1 of the fair value hierarchy.

The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis:

As of March 31, 2026

As of June 30, 2026

Cash held in Trust Account

6 unchanged sentences

The fair value of Public Warrants was determined using a Black-Scholes Simulation Model .

The Public Warrants have been classified within shareholders’ deficit and

will not require remeasurement after issuance.

The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.

The Public Warrants are classified as Level 3 fair value measurements.

10 unchanged sentences

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

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

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

On August 11, 2026, the Company and the New Sponsor entered into the Amended Working Capital Note to increase the aggregate principal balance from $ 500,000 to $ 750,000 .

The terms of the Amended Working Capital Note otherwise remain unchanged.

As of the date of the filing of this Quarterly Report, the Company has drawn $ 750,000 under the Amended Working Capital Note.

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