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Item 1. Financial Statements

2025-11-14 compared with 2025-08-14 · 233 added, 197 removed, 661 unchanged (39% of the section changed)

2 unchanged sentences

BALANCE SHEETS

September 30,

Current Assets:

Prepaid expenses

Prepaid expenses – current

Due from related party

2 unchanged sentences

Cash and marketable securities held in Trust Account

Prepaid expenses – non-current

Deferred offering costs

16 unchanged sentences

Class A ordinary shares subject to possible redemption;

25,300,000 and 0 shares issued and outstanding subject to possible redemption at redemption value of $ 10.00 per share, as of June 30, 2025 and December 31, 2024, respectively

shares issued and outstanding subject to possible redemption, at redemption value, as of September 30, 2025 and December 31, 2024, respectively

Shareholders’ Deficit

4 unchanged sentences

485,000,000 shares authorized;

683,000 and 0 shares issued and outstanding (excluding 25,300,000 and 0 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024, respectively

Class B ordinary shares, $ 0.0001

683,000 and 0 shares issued and outstanding (excluding 25,300,000 and 0 shares subject to possible redemption) as of September 30, 2025 and December 31, 2024, respectively

Class B ordinary shares, $ 0.0001 par value;

10,000,000 shares authorized;

and 5,750,000 shares issued and outstanding as of June 30,

2025 and December 31, 2024, respectively

6,325,000 and 5,750,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Common stock, value

9 unchanged sentences

STATEMENTS OF OPERATIONS

June 30, 2025

September 30,

Operating expenses:

6 unchanged sentences

Other income:

Interest income on marketable securities held in Trust Account

Income earned on cash and marketable securities held in Trust Account

Weighted average shares outstanding of redeemable Class A ordinary shares

5 unchanged sentences

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

THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Class A ordinary shares

5 unchanged sentences

Balance – March 31, 2025

$ ( 124,363 )

Share recapitalization

5 unchanged sentences

( 18,317,089 )

Net income (loss)

Balance – June 30, 2025

3 unchanged sentences

( 7,801,941 )

Remeasurement of Class A ordinary shares subject to possible redemption

( 2,715,578 )

Balance – September 30, 2025

$ 256,272,459

$ ( 8,226,153 )

$ ( 8,225,452 )

$ 256,272,459

$ ( 8,226,153 )

$ ( 8,225,452 )

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

1 unchanged sentence

STATEMENTS OF CASH FLOWS

September 30,

Cash Flows from Operating Activities:

Adjustments to reconcile net 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

Interest and dividend income on cash and marketable securities held in Trust Account

Income earned on cash and marketable securities held in Trust Account

( 3,272,459 )

Changes in operating assets and liabilities:

16 unchanged sentences

Payment of promissory note – related party

Due from related party, net

Excess proceeds from sale of private placement units

Payment of deferred offering costs

4 unchanged sentences

Supplemental Non-Cash Investing and Financing Activities:

Initial fair value of Class A ordinary shares subject to possible redemption

$ 235,239,792

Remeasurement of Class A ordinary shares subject to possible redemption

13 unchanged sentences

with the Company.

of June 30, 2025, the Company has not commenced any operations.

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

All activity for the period from November 1, 2024 (inception) through

June 30, 2025 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.

The Company may generate non-operating income in the form of interest income on cash and cash equivalents and dividend

income from marketable securities purchased from the proceeds derived from the Initial Public Offering.

The Company has selected December

31 as its fiscal year end.

September 30, 2025 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.

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

may generate non-operating income in the form of interest income on cash and cash equivalents and dividend income from marketable securities

purchased from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

June 11, 2025, the Company consummated the Initial Public Offering of 25,300,000 units (the “Units” and, with respect to

the Class A ordinary shares included in the Units, the “Public Shares”), which includes the full exercise by

the underwriters of their over-allotment option in the amount of 3,300,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 253,000,000 .

Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (each, a “Public Warrant”).

the Class A ordinary shares included in the Units, the “Public Shares”), which includes the full exercise by the underwriters

of their over-allotment option in the amount of 3,300,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 253,000,000 .

Unit consists of one Class A ordinary share and one-half of one redeemable warrant (each, a “Public Warrant”).

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 683,000 units (the “Private Placement Units”

and, with respect to the Class A ordinary shares included in the Private Placement Units, the “Private Placement

Shares”) at a price of $ 10.00 per Private Placement Unit, in a private placement to the Company’s sponsor, Blue Water Acquisition

III LLC (the “Sponsor”), and BTIG, LLC, the representative of the underwriters in the Initial Public Offering, generating

gross proceeds of $ 6,830,000 .

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

(the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”).

Each whole Warrant

entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.

and, with respect to the Class A ordinary shares included in the Private Placement Units, the “Private Placement Shares”)

at a price of $ 10.00 per Private Placement Unit, in a private placement to the Company’s sponsor, Blue Water Acquisition III LLC

(the “Sponsor”), and BTIG, LLC, the representative of the underwriters in the Initial Public Offering, generating gross proceeds

of $ 6,830,000 .

Each Private Placement Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the “Private

Placement Warrants” and together with the Public Warrants, the “Warrants”).

Each whole Warrant entitles the holder

to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.

costs amounted to $ 14,420,089 , consisting of $ 5,060,000 of cash underwriting fee, $ 8,855,000 of deferred underwriting fee, and $ 505,089

of other offering costs.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public

Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be generally

applied toward consummating a Business Combination (less deferred underwriting commissions).

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward

consummating a Business Combination (less deferred underwriting commissions).

On July 28, 2025, the Company announced that, on or about July 31, 2025, the holders of the Company’s Units

may elect to separately trade the Class A ordinary shares and warrants included in the Units.

Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net

balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable

on the income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination.

the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding

voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register

balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the

income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination.

However, the Company

will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting

securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register

as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

assurance that the Company will be able to successfully effect a Business Combination.

the closing of the Initial Public Offering, on June 11, 2025, an amount of $ 253,000,000

per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Units, was placed in the trust

account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee.

The funds are

initially held in cash, including demand deposit accounts at a bank, or invested only in U.S.

government treasury obligations with a

maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act,

which invest only in direct U.S.

the closing of the Initial Public Offering, on June 11, 2025, an amount of $ 253,000,000 ($ 10.00 per Unit) from the net proceeds of the

sale of the Units and the sale of the Private Placement Units, was placed in the trust account (the “Trust Account”), with

Continental Stock Transfer & Trust Company acting as trustee.

The funds are initially held in cash, including demand deposit accounts

at a bank, or invested only in U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds meeting

certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

government treasury obligations;

the holding of these assets in this form is intended to be

temporary and for the sole purpose of facilitating the intended Business Combination.

To mitigate the risk that the Company might be

deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company

holds investments in the Trust Account, the Company may, at any time (based on management team’s ongoing assessment of all

factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in

the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its

taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from

the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption

of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the

closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve

(the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares

properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles

of association to (A) 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 Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window

or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any,

which could have priority over the claims of the Company’s public shareholders.

the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination.

To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk

increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on management team’s

ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate

the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand

deposit account at a bank.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the

Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not

be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii)

the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months

from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve

(the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly

submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association

to (A) 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 Company’s Public Shares if the Company has not consummated an initial Business Combination within the

Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business

Combination activity.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors,

if any, which could have priority over the claims of the Company’s public shareholders.

Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their Public Shares,

62 unchanged sentences

Capital Resources and Going Concern

of June 30, 2025, the Company had $ 1,039,666 of cash and working capital of $ 1,053,059 .

Company’s liquidity needs through June 30, 2025 had been satisfied through a payment from the 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.

Additionally, 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.

of September 30, 2025, the Company had $ 759,229 of cash and working capital of $ 577,284 .

Company’s liquidity needs through September 30, 2025 had been satisfied through a payment from the 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.

Additionally, 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.

Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one

year from the issuance date of the financial statement.

Although no formal agreement exists, the Sponsor is committed to extend

Working Capital Loans (defined in Note 6) as needed.

The Company cannot assure that its plans to consummate an

initial Business Combination will be successful.

lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from

the issuance date of the financial statement.

Although no formal agreement exists, the Sponsor is committed to extend Working Capital

Loans (defined in Note 6) as needed.

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

factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date

this financial statement is issued.

This financial statement does not include any adjustments that might result from the outcome of this

these financial statements are issued.

These financial statements do not include any adjustments that might result from the outcome of this

2 — Significant Accounting Policies

of Presentation

accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America

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

accompanying financial statement is 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

In the opinion of Company management, the accompanying unaudited condensed

financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the

financial position, operating results and cash flows for the periods presented.

Growth Company Status

23 unchanged sentences

and Cash Equivalents

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

The Company had $ 1,039,666

and $ 0 in cash, and no

cash equivalents as of June 30, 2025 and December 31, 2024, respectively.

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

The Company had $ 759,229 and $ 0 in cash, and no cash equivalents as of September 30, 2025 and December 31, 2024, respectively.

Held in Trust Account

of June 30, 2025 and December 31, 2024, the assets held in Trust Account, amounting to $ 253,556,881

and $ 0 , respectively, were held in cash in a demand deposit account.

of September 30, 2025 and December 31, 2024, the assets held in Trust Account, amounting to $ 256,272,459 and $ 0 , respectively, were held

in cash in a demand deposit account.

Costs Associated with the Initial Public Offering

50 unchanged sentences

the weighted average shares outstanding ratio for the redeemable Class A ordinary shares and for the non-redeemable ordinary shares for

the three and six months ended June 30, 2025.

the three and nine months ended September 30, 2025.

Company has not considered the effect of the 12,650,000 Public Warrants or 341,500 Private Placement Warrants in the calculation of diluted

2 unchanged sentences

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 June 30, 2025:

share for each class of ordinary shares for the three months ended September 30, 2025:

of Basic and Diluted Net Income (loss) Per Ordinary Share

For the Three Months Ended

June 30, 2025

September 30,

Remeasurement of Class A redeemable shares to redemption value

4 unchanged sentences

For the Three Months Ended

June 30, 2025

September 30,

Non-redeemable

8 unchanged sentences

( 2,126,536 )

( 14,343,889 )

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

Total loss based on ownership percentage

$ ( 3,923,066 )

Weighted average shares outstanding

1 unchanged sentence

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 six months ended June 30, 2025:

the Six Months Ended

June 30, 2025

share for each class of ordinary shares for the nine months ended September 30, 2025:

September 30,

Remeasurement of Class A redeemable shares to redemption value

2 unchanged sentences

$ ( 18,372,030 )

Ordinary shares

For the Six Months Ended

June 30, 2025

A and Class B

the Nine Months Ended

Non-redeemable

Redeemable shares

Class A and Class B

Ordinary shares

Total number of shares

Ownership percentage

Net income allocated by class

A and Class B

number of shares

income allocated by class

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 based on ownership percentage

$ ( 3,998,888 )

Weighted average shares outstanding

Basic and diluted net income (loss) per share

(loss) income based on ownership percentage

average shares outstanding

and diluted net (loss) income per share

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

13 unchanged sentences

income tax expense.

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

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

its position.

As of September 30, 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.

Company is considered to be a Cayman Islands exempted company with no connection to any other taxable jurisdiction and is presently not

12 unchanged sentences

available) and accumulated deficit.

Accordingly, as of June 30, 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 balance sheet.

of June 30, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following

Accordingly, as of September 30, 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 balance

As of September 30, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled

in the following table:

of Class A Ordinary Shares Subject to Possible Redemption

6 unchanged sentences

Accretion of Class A ordinary shares subject to possible redemption

Class A ordinary shares subject to possible redemption at June 30, 2025

Class A ordinary shares subject to possible redemption at September 30, 2025

$ 256,272,459

41 unchanged sentences

expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

— As of June 30, 2025, there were 12,991,500 Warrants outstanding, including 12,650,000 Public Warrants and 341,500 Private

— As of September 30, 2025, there were 12,991,500 Warrants outstanding, including 12,650,000 Public Warrants and 341,500 Private

Placement Warrants.

119 unchanged sentences

of Segment Information

September 30,

Cash and marketable securities held in Trust Account

5 unchanged sentences

or similar transaction within the business combination period.

September 30,

Net loss from operations

1 unchanged sentence

$ ( 611,822 )

Interest income on Trust Account

CODM review net loss from operations to manage and forecast cash to ensure capital is available to complete a business combination or

Income earned on cash and marketable securities held in Trust Account

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.

31 unchanged sentences

recorded as a related party receivable.

The Promissory Note was non-interest bearing and was repaid in full in connection with the Initial Public Offering.

Promissory Note is no longer available as of June 30, 2025.

Due from Related Party

As of June 30, 2025, the Company had a related party receivable of $ 28,715

comprised of the $ 41,075 overpayment for settlement of the Promissory Note in connection with the Initial Public Offering, net of $ 12,360

excess cash contributions for the purchase of Private Placement Units.

The Promissory Note was non-interest bearing and was repaid in full in connection with the Initial

Public Offering.

The Promissory Note is no longer available as of September 30, 2025.

Accordingly, as of September 30, 2025 and December

31, 2024, the Company had $ 0 and $ 1,505 outstanding under the Promissory Note, respectively.

from Related Party

of September 30, 2025, the Company had a related party receivable of $ 28,715 comprised of the $ 41,075 overpayment for settlement of the

Promissory Note in connection with the Initial Public Offering, net of $ 12,360 excess cash contributions for the purchase of Private

Placement Units.

As of December 31, 2024, the Company did not have a related party receivable.

Administrative

Services Agreement

on the June 11, 2025, the Company entered into an agreement with an affiliate of the Sponsor to pay an aggregate of $ 10,000 per month

for office space, utilities, and secretarial and administrative support.

Upon completion of the initial Business Combination or the liquidation,

the Company will cease paying the $ 10,000 per month fee.

The Company has accrued $ 6,333 under the administrative services agreement,

and has incurred administrative service fees of $ 6,333 for the three and six months ended June 30, 2025.

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

or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on

a non-interest basis (the “Working Capital Loans”).

If the Company completes an initial Business Combination, the Company

would repay such loaned amounts.

In the event that the initial Business Combination does not close, the Company may use amounts held

outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

$ 1,500,000 of such loans may be convertible into units of the post business combination entity at a price of $ 10.00 per unit at the option

of the lender.

on the June 11, 2025, the Company entered into an agreement with an affiliate of the Sponsor to pay an aggregate of $ 10,000

per month for office space, utilities, and secretarial and administrative support.

Upon completion of the initial Business

Combination or the liquidation, the Company will cease paying the $ 10,000

per month fee.

As of September 30, 2025, the Company has accrued $ 36,333

under the administrative services agreement, and has incurred administrative service fees of $ 30,000

for the three and nine months ended September 30, 2025, respectively.

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

Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be

required on a non-interest basis (the “Working Capital Loans”).

If the Company completes an initial Business

Combination, the Company would repay such loaned amounts.

In the event that the initial Business Combination does not close, the

Company may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be

used for such repayment.

Up to $ 1,500,000

of such loans may be convertible into units of the post business combination entity at a price of $ 10.00

per unit at the option of the lender.

Such units would be identical to the Private Placement Units.

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 June 30, 2025, no such Working Capital Loans

were outstanding.

Except as set forth above, the

terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

As of September

30, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

7 — Commitments and Contingencies

and Uncertainties

Various social and political circumstances in the

social and political circumstances in the U.S.

and around the world (including rising trade tensions between the U.S.

and China, and other uncertainties regarding actual and potential

shifts in the U.S.

and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility

and economic uncertainties or deterioration in the U.S.

and China, and

other uncertainties regarding actual and potential shifts in the U.S.

and foreign, trade, economic and other policies with other countries),

may contribute to increased market volatility and economic uncertainties or deterioration in the U.S.

and worldwide.

As a result of these circumstances and the ongoing conflicts in Ukraine,

the Middle East and Southwest Asia and/or other future global conflicts, the Company’s ability to consummate a Business Combination,

or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely

In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt

financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in

third-party financing being unavailable on terms acceptable to the Company or at all.

The impact of this action and potential future sanctions

on the world economy and the specific impact on the Company’s financial position, results of operations or ability to consummate

a Business Combination are not yet determinable.

The unaudited condensed financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

a result of these circumstances and the ongoing conflicts in Ukraine, the Middle East and Southwest Asia and/or other future global conflicts,

the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately

consummates a Business Combination, may be materially and adversely affected.

In addition, the Company’s ability to consummate

a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as

a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable

to the Company or at all.

The impact of this action and potential future sanctions on the world economy and the specific impact on the

Company’s financial position, results of operations or ability to consummate a Business Combination are not yet determinable.

unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii)

10 unchanged sentences

Notwithstanding anything to the contrary, BTIG, LLC may only make

a demand on one occasion and only during the five-year period beginning the commencement of sales of the Initial

Public Offering .

BTIG, LLC may participate in a “piggy-back” registration only during the seven-year period beginning the commencement of sales of the Initial Public Offering.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

a demand on one occasion and only during the five-year period beginning the commencement of sales of the Initial Public Offering.

addition, BTIG, LLC may participate in a “piggy-back” registration only during the seven-year period beginning the commencement

of sales of the Initial Public Offering.

The Company will bear the expenses incurred in connection with the filing of any such registration

Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,300,000

14 unchanged sentences

8 — Shareholders’ Deficit

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

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

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

At June 30, 2025, there were 683,000 shares of Class A ordinary shares issued and outstanding, excluding 25,300,000 shares subject

to possible redemption.

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

On December 3, 2025, the Sponsor had initially purchased 5,750,000 Class B ordinary shares for $ 25,000 , or $ 0.0004 per share.

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, at June 30, 2025, there were 6,325,000

Class B ordinary shares were issued and outstanding.

Shares — The Company is authorized to issue a total of 5,000,000

preference shares at par value of $ 0.0001

At September 30, 2025 and December 31, 2024, there were no

preference shares issued or outstanding.

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

At September 30, 2025 and December 31, 2024, there were 683,000

and no shares of Class A ordinary shares issued and outstanding, respectively, excluding 25,300,000

and no shares subject to possible redemption, respectively.

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

On December 3, 2024, the Sponsor had initially purchased 5,750,000

Class B ordinary shares for $ 25,000 ,

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 September 30, 2025 and December 31, 2024, there were 6,325,000

and 5,750,000 Class B ordinary shares were issued and outstanding, respectively.

founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion

50 unchanged sentences

9 – Fair Value Measurements

Fair Value Measurements

September 30, 2025, the Company’s cash and marketable securities held in the Trust Account were valued at $ 256,272,459 .

and marketable securities held in the Trust Account are recorded on the balance sheet 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.

following table presents the fair value information, as of September 30, 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.

The Company’s cash and marketable securities held in the Trust Account are based on dividend and interest income

and market fluctuations in the value of invested cash and marketable securities, which are considered observable.

The fair value of the

cash marketable securities held in trust is classified within Level 1 of the fair value hierarchy.

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:

of Fair Value on a Recurring Basis

As of September 30, 2025

Cash and marketable held in Trust Account

$ 256,272,459

Non-recurring

Fair Value Measurements

Company performed a non-recurring fair value measurement on the Public Warrants on date of the consummation of the Initial Public Offering

3 unchanged sentences

the value of the Class A ordinary shares from the $ 10.00 Unit price.

fair value of the Public Warrants as of July 11, 2025, was $ 3,340,119 , or $ 0.26 per Public Warrant.

The fair value of Public Warrants

was determined using Black-Scholes Simulation Model.

The Public Warrants have been classified within shareholders’ deficit and

will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions

used in the valuation of the Public Warrants:

fair value of the Public Warrants as of June 11, 2025, was $ 3,340,119 ,

per Public Warrant.

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

The Public Warrants have

been classified within shareholders’ deficit and will not require remeasurement after issuance.

The Public Warrants are

classified as Level 2 fair value measurements.

The following table presents the quantitative information regarding market

assumptions used in the valuation of the Public Warrants:

of Quantitative Information Regarding Market Assumption

8 unchanged sentences

10 — Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statement

was available to be issued.

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

Based upon this review, the Company did not identify any subsequent events that would have required adjustment

or disclosure in the financial statement, other than the below.

On July 28, 2025, the Company announced that, on or about July 31, 2025,

the holders of the Company’s Units may elect to separately trade the Class A ordinary shares and warrants included in the Units.

or disclosure in the financial statement.

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