2 unchanged sentences
CONDENSED BALANCE SHEETS
−Removed: September 30,
Current Assets:
2 unchanged sentences
Total Current Assets 218,749 155,000
−Removed: Available-for-sale debt securities held in Trust Account, at fair value (amortized cost $ 451,807,194 ) 452,234,022 —
−Removed: Deferred offering costs — 306
+Added: Available-for-sale debt securities held in Trust Account, at fair value (no allowance for credit losses, amortized cost $ 460,699,292 and $ 456,425,803 as of March 31, 2026 and December 31, 2025, respectively) 460,563,398 456,710,724
Other assets 50,328 82,910
Total Assets $ 460,832,475 $ 456,948,634
−Removed: Liabilities and Shareholders’ Equity (Deficit):
+Added: Liabilities and Shareholders’ Equity:
Current Liabilities:
Accrued expenses $ 81,980 $ 63,948
+Added: Note payable – related party 183,520 31,454
Total Liabilities 265,500 95,402
Commitments and Contingencies
−Removed: Class A ordinary shares subject to possible redemption 45,000,000 and 0 shares issued and outstanding at redemption value of $ 10.05 and $ 0 per share as of September 30, 2025 and December 31, 2024, respectively 452,234,109 —
−Removed: Shareholders’ Equity (Deficit):
+Added: Class A ordinary shares subject to possible redemption, 45,000,000 shares issued and outstanding at redemption value of $ 10.23 and $ 10.15 per share as of March 31, 2026 and December 31, 2025, respectively 460,563,402 456,710,811
+Added: Shareholders’ Equity:
Preference shares, $ 0.0001 par value;
5,000,000 shares authorized;
−Removed: none issued or outstanding as of both September 30, 2025 and December 31, 2024 — —
+Added: none issued or outstanding as of both March 31, 2026 and December 31, 2025 — —
Class A ordinary shares, $ 0.0001 par value;
−Removed: 500,000,000 shares authorized, 900,000 issued and outstanding (excluding 45,000,000 shares subject to possible redemption) as of September 30, 2025 and none issued or outstanding as of December 31, 2024 90 —
+Added: 500,000,000 shares authorized;
+Added: 900,000 shares issued and outstanding (excluding 45,000,000 shares subject to possible redemption) as of both March 31, 2026 and December 31, 2025 90 90
Class B ordinary shares, $ 0.0001 par value;
−Removed: 50,000,000 shares authorized, 11,250,000 and 11,500,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 1,125 1,150 (1)
+Added: 50,000,000 shares authorized;
+Added: 11,250,000 shares issued and outstanding as of both March 31, 2026 and December 31, 2025 1,125 1,125
Additional paid-in capital — —
−Removed: Accumulated deficit ( 153,220 ) ( 26,882 )
−Removed: Accumulated other comprehensive income 426,828 —
−Removed: Total Shareholders’ Equity (Deficit) 274,823 ( 1,882 )
−Removed: Total Liabilities, Commitments and Contingencies and Shareholders’ Equity (Deficit) $ 452,581,261 $ 306
−Removed: (1) The number of shares and the amount have been retroactively adjusted to reflect the capitalization of the Company in the form of the issuance of 6,500,000 Class B ordinary shares on June 17, 2025 (See Note 7).
+Added: Retained earnings (Accumulated deficit) 138,252 ( 143,715 )
+Added: Accumulated other comprehensive income (loss) ( 135,894 ) 284,921
+Added: Total Shareholders’ Equity 3,573 142,421
+Added: Total Liabilities, Commitments and Contingencies and Shareholders’ Equity $ 460,832,475 $ 456,948,634
The accompanying notes are an integral part
2 unchanged sentences
CONDENSED STATEMENTS OF OPERATIONS
−Removed: For the Three Months
−Removed: September 30,
−Removed: For the Nine Months
−Removed: September 30,
+Added: For the Three Months Ended
General and administrative costs $ 108,848 $ 27,148
11 unchanged sentences
Class B – Ordinary shares $ 0.07 $ ( 0.00 )
−Removed: (1) All periods exclude up to 1,150,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
−Removed: On August 22, 2025, 250,000 Class B ordinary shares were surrendered by the Sponsor due to the partial exercise of the over-allotment option and the remaining balance of the over-allotment option being forfeited by the underwriters (See Note 7).
−Removed: (2) This number has been retroactively adjusted to reflect the capitalization of the Company in the form of the issuance of 6,500,000 Class B ordinary shares on June 17, 2025 (See Note 7).
−Removed: (3) This number has been retroactively adjusted to reflect the recapitalization of the Company in the form of the cancellation of 9,375,000 Class B ordinary shares on June 6, 2024 (See Note 7).
+Added: (1) This number excludes up to 1,500,000 Class B ordinary shares subject to surrender if the over-allotment option is not exercised in full or in part by the underwriter.
+Added: On August 22, 2025, 250,000 Class B ordinary shares were surrendered by the Sponsor due to the partial exercise of the over-allotment option and the remaining balance of the over-allotment option being forfeited by the underwriter.
+Added: Also, this number has been retroactively adjusted to reflect the capitalization of the Company in the form of the issuance of 6,500,000 Class B ordinary shares on June 17, 2025 (See Note 7).
The accompanying notes are an integral part
3 unchanged sentences
For the Three Months Ended
−Removed: September 30,
−Removed: For the Nine Months Ended
−Removed: September 30,
Net income (loss) $ 4,134,558 $ ( 27,148 )
−Removed: Other comprehensive income:
−Removed: Change in unrealized appreciation of available-for-sale debt securities 426,828 — 426,828 —
−Removed: Total other comprehensive income 426,828 — 426,828 —
+Added: Other comprehensive income (loss):
+Added: Change in unrealized depreciation of available-for-sale debt securities ( 420,815 ) —
+Added: Total other comprehensive income (loss) ( 420,815 ) —
Comprehensive income (loss) $ 3,713,743 $ ( 27,148 )
4 unchanged sentences
EQUITY (DEFICIT)
−Removed: For the Three and Nine Months Ended September
+Added: For the Three Months Ended
+Added: March 31, 2026
Ordinary Shares
−Removed: Shareholders’
+Added: Retained Earnings
Comprehensive
+Added: Shareholders’
+Added: Income (Loss)
Balance – December 31, 2025 900,000 $ 90 11,250,000 $ 1,125 $ — $ ( 143,715 ) $ 284,921 $ 142,421
−Removed: Net loss — — — — — ( 27,148 ) — ( 27,148 )
−Removed: Balance – March 31, 2025 — $ — 11,500,000 (1) $ 1,150 (1) $ 23,850 $ ( 54,030 ) $ — $ ( 29,030 )
−Removed: Net loss — — — — — ( 15,355 ) — ( 15,355 )
−Removed: Balance – June 30, 2025 — $ — 11,500,000 $ 1,150 $ 23,850 $ ( 69,385 ) $ — $ ( 44,385 )
−Removed: Sale of Class A ordinary shares to Sponsor in private placement 900,000 90 — — 8,999,910 — — 9,000,000
−Removed: Surrender of Class B ordinary shares by Sponsor at $ 0.0001 par value — — ( 250,000 ) ( 25 ) 25 — — —
Accretion of redeemable Class A ordinary shares to redemption value — — — — — ( 3,852,591 ) — ( 3,852,591 )
−Removed: Other comprehensive income — — — — — — 426,828 426,828
+Added: Other comprehensive loss — — — — — — ( 420,815 ) ( 420,815 )
Net income — — — — — 4,134,558 — 4,134,558
−Removed: Balance – September 30, 2025 900,000 $ 90 11,250,000 $ 1,125 $ — $ ( 153,220 ) $ 426,828 $ 274,823
−Removed: For the Three and Nine Months Ended September
+Added: Balance – March 31, 2026 900,000 $ 90 11,250,000 $ 1,125 $ — $ 138,252 $ ( 135,894 ) $ 3,573
+Added: For the Three Months Ended
+Added: March 31, 2025
Ordinary Shares
2 unchanged sentences
Balance – December 31, 2024 — $ — 11,500,000 $ 1,150 $ 23,850 $ ( 26,882 ) $ — $ ( 1,882 )
−Removed: Net income — — — — — — — —
−Removed: Balance – March 31, 2024 — $ — 11,500,000 (2) $ 1,150 (2) $ 23,850 $ ( 19,836 ) $ — $ 5,164
Net loss — — — — — ( 27,148 ) — ( 27,148 )
−Removed: Balance – June 30, 2024 — $ — 11,500,000 $ 1,150 $ 23,850 $ ( 22,716 ) $ — $ 2,284
−Removed: Net income — — — — — — — —
−Removed: Balance – September 30, 2024 — $ — 11,500,000 $ 1,150 $ 23,850 $ ( 22,716 ) $ — $ 2,284
−Removed: (1) The number of shares and the amounts have been retroactively adjusted to reflect the capitalization of the Company in the form of the issuance of 6,500,000 Class B ordinary shares on June 17, 2025.
−Removed: (See Note 7).
−Removed: (2) The number of shares and the amounts have been retroactively adjusted to reflect the recapitalization of the Company in the form of the cancellation of 9,375,000 Class B ordinary shares on June 6, 2024 (See Note 7).
+Added: Balance – March 31, 2025 — $ — 11,500,000 $ 1,150 $ 23,850 $ ( 54,030 ) $ — $ ( 29,030 )
+Added: (1) The number of shares and the amounts have been retroactively adjusted to reflect the capitalization of the Company in the form of the issuance of 6,500,000 Class B ordinary shares on June 17, 2025 (See Note 7).
The accompanying notes are an integral part
2 unchanged sentences
CONDENSED STATEMENTS OF CASH FLOWS
−Removed: For the Nine Months Ended
−Removed: September 30,
+Added: For the Three Months Ended
Cash flows from operating activities:
Net income (loss) $ 4,134,558 $ ( 27,148 )
−Removed: Adjustments to reconcile net income (loss) to net cash used in operating activities:
+Added: Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
General and administrative expenses paid by related party 67,066 —
−Removed: Interest income on investments held in Trust Account ( 1,807,282 ) —
+Added: Interest income on investments held in the Trust Account ( 4,273,406 ) —
Changes in operating assets and liabilities:
3 unchanged sentences
Accrued expenses 18,032 100,991
−Removed: Net cash used in operating activities ( 62,882 ) —
+Added: Net cash provided by (used in) operating activities 83 ( 1,882 )
Cash flows from investing activities:
+Added: Maturity of available-for-sale debt securities held in Trust Account 458,584,500 —
Purchase of available-for-sale debt securities held in Trust Account ( 458,584,583 ) —
1 unchanged sentence
Cash flows from financing activities:
−Removed: Proceeds received from initial public offering 450,000,000 —
−Removed: Proceeds received from private placement 9,000,000 —
−Removed: Offering costs paid ( 8,284,826 ) —
−Removed: Deferred offering costs paid by related party ( 277,003 ) —
−Removed: Proceeds from Note payable – related party 189,013 —
−Removed: Payment on Note payable – related party ( 189,013 ) —
+Added: Proceeds from Notes payable – related party 152,066 1,882
Payment on Payable to related party ( 152,066 ) —
3 unchanged sentences
Cash – end of the period $ 25,000 $ —
+Added: Supplemental disclosure of non-cash activities:
+Added: Deferred offering costs included in Accrued expenses $ — $ 75,725
The accompanying notes are an integral part
5 unchanged sentences
(the “Company”) was incorporated on April 30, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).
−Removed: Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, the Company intends to focus its search on companies operating in the financial services, digital assets, healthcare, real estate services, technology and software industries.
+Added: Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, the Company is focusing its search on companies operating in the financial services, digital assets, healthcare, real estate services, technology and software industries.
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.
−Removed: As of September 30, 2025, the Company had not commenced operations.
−Removed: All activity through September 30, 2025 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and the Company’s efforts toward locating and completing a suitable Business Combination.
+Added: As of March 31, 2026, the Company had not commenced operations.
+Added: All activity through March 31, 2026 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and the Company’s efforts toward locating and completing a suitable Business Combination.
The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest.
−Removed: During the three and nine months ended September 30, 2025, the Company used the net proceeds derived from the Initial Public Offering and the Private Placement (as defined below) to generate non-operating income in the form of interest income from direct investments in U.S.
+Added: During the three months ended March 31, 2026, the Company used the net proceeds derived from the Initial Public Offering and the Private Placement (as defined below) to generate non-operating income in the form of interest income from direct investments in U.S.
government debt securities.
1 unchanged sentence
The registration statement for the Initial Public Offering was declared effective on August 20, 2025.
−Removed: On August 22, 2025, the Company consummated the Initial Public Offering of 45,000,000 Class A ordinary shares, par value $ 0.0001 per share (“Class A ordinary shares” and such Class A ordinary shares issued in the Initial Public Offering, the “Public Shares”), including 5,000,000 Public Shares issued pursuant to the partial exercise of the underwriters’ over-allotment option, at a purchase price of $ 10.00 per Public Share, generating gross proceeds of $ 450,000,000 , as described in Note 3.
−Removed: Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 900,000 Class A ordinary shares (the “Private Placement Shares”) to the Sponsor at a price of $ 10.00 per Private Placement Share in a private placement (the “Private Placement”), generating gross proceeds of $ 9,000,000 , as described in Note 4.
+Added: On August 22, 2025, the Company consummated the Initial Public Offering of 45,000,000 Class A ordinary shares, par value $ 0.0001 per share (“Class A ordinary shares” and such Class A ordinary shares issued in the Initial Public Offering, the “Public Shares”), including 5,000,000 Public Shares issued pursuant to the partial exercise of the underwriter’s over-allotment option, at a purchase price of $ 10.00 per share, generating gross proceeds of $ 450,000,000 , as described in Note 3.
+Added: Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 900,000 Class A ordinary shares (the “Private Placement Shares”) to the Sponsor, at a purchase price of $ 10.00 per share, in a private placement (the “Private Placement”), generating gross proceeds of $ 9,000,000 , as described in Note 4.
The net proceeds of the Private Placement were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4).
Offering costs amounted to approximately $ 8,600,000 , consisting of $ 8,100,000 of underwriting fees and approximately $ 500,000 of other costs.
−Removed: Following the closing of the Initial Public Offering and the Private Placement on August 22, 2025, an amount of $ 450,000,000 ($ 10.00 per Public Share) from the net proceeds of the sale of the Public Shares and the Private Placement Shares (see Note 4) was placed in a trust account (the “Trust Account”) located in the United States, with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee.
+Added: Following the closing of the Initial Public Offering and the Private Placement on August 22, 2025, an amount of $ 450,000,000 ($ 10.00 per share) from the net proceeds of the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”) located in the United States, with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee.
The funds in the Trust Account were initially held in an account at J.P.
7 unchanged sentences
However, the Company will only complete the Business Combination if the post-transaction 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.
−Removed: CANTOR EQUITY PARTNERS IV, INC.
−Removed: NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer.
The decision as to whether the Company will seek shareholder approval of the Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.
−Removed: The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (which was initially $ 10.00 per Public Share).
+Added: The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (which, as of March 31, 2026 and December 31, 2025, was $ 10.23 and $ 10.15 per Public Share, respectively).
The Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”).
10 unchanged sentences
If the Company is unable to complete the Business Combination by the end of the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
−Removed: CANTOR EQUITY PARTNERS IV, INC.
−Removed: NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Sponsor and the Company’s directors and officers have agreed to waive their liquidation rights from the Trust Account with respect to the Founder Shares and the Private Placement Shares held by them if the Company fails to complete the Business Combination within the Combination Period.
However, if the Sponsor or any of the Company’s directors and officers acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Business Combination within the Combination Period.
−Removed: In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $ 10.00 per share initially held in the Trust Account.
+Added: In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial redemption amount of $ 10.00 per share.
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below $ 10.00 per share.
3 unchanged sentences
Liquidity and Capital Resources
−Removed: As of September 30, 2025 and December 31, 2024, the Company had approximately $ 102,000 and $ 0 , respectively, of cash in its operating account.
−Removed: As of September 30, 2025 and December 31, 2024, the Company had working capital of approximately $ 160,000 and a working capital deficit of approximately $ 2,000 , respectively.
−Removed: As of September 30, 2025 and December 31, 2024, approximately $ 2,234,000 and $ 0 , respectively, of the amount earned on funds held in the Trust Account was available to pay taxes, if any.
−Removed: The Company’s liquidity needs through September 30, 2025 have been satisfied through a contribution of $ 25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $ 189,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”), the proceeds from the sale of the Private Placement Shares not held in the Trust Account and the Sponsor Loan (as defined below).
+Added: As of both March 31, 2026 and December 31, 2025, the Company had $ 25,000 of cash in its operating account.
+Added: As of March 31, 2026 and December 31, 2025, the Company had a working capital deficit of approximately $ 47,000 and working capital of approximately $ 60,000 , respectively.
+Added: As of March 31, 2026 and December 31, 2025, approximately $ 10,563,000 and approximately $ 6,711,000 , respectively, of the amount earned on funds held in the Trust Account was available to pay taxes, if any.
+Added: The Company’s liquidity needs through March 31, 2026 have been satisfied through a contribution of $ 25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $ 189,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”), the proceeds from the sale of the Private Placement Shares not held in the Trust Account and the Sponsor Loan (as defined below).
The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering.
−Removed: In addition, in order to finance transaction costs in connection with the Business Combination, the Sponsor agreed to loan the Company up to $ 1,750,000 to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Business Combination (the “Sponsor Loan”), of which no amount has been drawn by the Company as of both September 30, 2025 and December 31, 2024.
+Added: In addition, in order to finance transaction costs in connection with the Business Combination, the Sponsor agreed to loan the Company up to $ 1,750,000 to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Business Combination (the “Sponsor Loan”), of which approximately $ 184,000 and approximately $ 31,000 has been drawn by the Company as of March 31, 2026 and December 31, 2025, respectively.
If the Sponsor Loan is insufficient, the Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 4).
−Removed: As of both September 30, 2025 and December 31, 2024, the Company did not have any borrowings under the Working Capital Loans.
+Added: As of both March 31, 2026 and December 31, 2025, the Company did not have any borrowings under the Working Capital Loans.
Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of the Business Combination or one year from this filing.
3 unchanged sentences
dollars, in accordance with accounting principles generally accepted in the United States of America (“U.S.
−Removed: GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2025 and the results of operations, comprehensive income (loss) and cash flows for the periods presented.
+Added: GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2026 and the results of operations, comprehensive income (loss), and cash flows for the periods presented.
Certain information and disclosures normally included in unaudited condensed financial statements prepared in accordance with U.S.
1 unchanged sentence
Interim results are not necessarily indicative of results for a full year or any future period.
−Removed: The unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the fiscal year ended December 31, 2024 included in the final prospectus filed by the Company with the SEC on August 21, 2025.
−Removed: CANTOR EQUITY PARTNERS IV, INC.
−Removed: NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
+Added: The unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed by the Company with the SEC on March 26, 2026.
Emerging Growth Company
13 unchanged sentences
The Company considers all short-term investments (if any) with an original maturity of three months or less when purchased to be cash equivalents.
−Removed: The Company had no cash equivalents in its operating account or the Trust Account as of both September 30, 2025 and December 31, 2024.
+Added: The Company had no cash equivalents in its operating account or the Trust Account as of both March 31, 2026 and December 31, 2025.
Available-for-Sale Debt Securities
−Removed: The Company’s investments held in the Trust Account as of September 30, 2025 comprised of a direct investment in U.S.
+Added: The Company’s investments held in the Trust Account as of both March 31, 2026 and December 31, 2025 comprised of a direct investment in U.S.
government treasury bills.
1 unchanged sentence
When the Company has the ability and positive intent to hold debt securities until maturity, such securities are classified as held-to-maturity and carried at amortized cost.
−Removed: None of the Company’s debt securities met the criteria for held-to-maturity classification as of September 30, 2025.
+Added: None of the Company’s debt securities met the criteria for held-to-maturity classification as of both March 31, 2026 and December 31, 2025.
As the Company does not have the ability or positive intent to hold its debt securities until maturity, the securities are classified as available-for-sale.
−Removed: Unrealized gains and losses from available-for-sale debt securities carried at fair value are reported as a separate component of Accumulated other comprehensive income in shareholders’ equity (deficit).
+Added: Unrealized gains and losses from available-for-sale debt securities carried at fair value are reported as a separate component of Accumulated other comprehensive income (loss) in shareholders’ equity.
Interest income recognized on the unaudited condensed statements of operations reflects accretion of discount.
3 unchanged sentences
government debt securities held in the Trust Account.
−Removed: For both the three and nine months ended September 30, 2025 and 2024, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
−Removed: CANTOR EQUITY PARTNERS IV, INC.
−Removed: NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
+Added: For both the three months ended March 31, 2026 and 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments
Under ASC 820, Fair Value Measurement (“ASC 820”), “fair value” is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.
−Removed: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts presented in the condensed balance sheets, primarily due to their short-term nature, with the exception of the available-for-sale debt securities.
+Added: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820 approximates the carrying amounts presented in the balance sheets, primarily due to their short-term nature, with the exception of the available-for-sale debt securities.
Offering Costs Associated with the Initial Public Offering
1 unchanged sentence
These costs amounted to approximately $ 8,600,000 and were charged against the carrying value of the Public Shares upon the completion of the Initial Public Offering.
−Removed: Deferred offering costs of approximately $ 300 incurred through the December 31, 2024 balance sheet date consisted of legal fees that were directly related to the Initial Public Offering.
Class A Ordinary Shares Subject to Possible Redemption
4 unchanged sentences
All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.
−Removed: Accordingly, as of September 30, 2025 and December 31, 2024, 45,000,000 and 0 Class A ordinary shares subject to possible redemption, respectively, are presented as temporary equity outside of the shareholders’ equity (deficit) section of the Company’s condensed balance sheets.
+Added: Accordingly, as of both March 31, 2026 and December 31, 2025, 45,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of the Company’s balance sheets.
The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to the redemption value at the end of each reporting period.
1 unchanged sentence
This method would view the end of the reporting period as if it were also the redemption date for the security.
−Removed: The change in the carrying value of redeemable Class A ordinary shares also resulted in charges against Additional paid-in capital and Accumulated deficit.
−Removed: As of September 30, 2025 and December 31, 2024, the Class A ordinary shares subject to possible redemption, as presented in the accompanying balance sheets, are reconciled in the following table:
−Removed: Class A ordinary shares subject to possible redemption, December 31, 2024 $ —
+Added: The change in the carrying value of redeemable Class A ordinary shares also resulted in charges against Additional paid-in capital and Retained earnings (Accumulated deficit).
+Added: As of March 31, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption, as presented in the accompanying balance sheets, are reconciled in the following table:
Gross proceeds $ 450,000,000
1 unchanged sentence
Accretion of carrying value to redemption value 15,272,640
−Removed: Class A ordinary shares subject to possible redemption, September 30, 2025 $ 452,234,109
+Added: Class A ordinary shares subject to possible redemption, December 31, 2025 $ 456,710,811
+Added: Accretion of carrying value to redemption value 3,852,591
+Added: Class A ordinary shares subject to possible redemption, March 31, 2026 $ 460,563,402
Net Income (Loss) Per Ordinary Share
1 unchanged sentence
Net income (loss) per ordinary share is computed by dividing net income (loss) applicable to shareholders by the weighted average number of ordinary shares outstanding for the applicable periods.
−Removed: The Company applies the two-class method in calculating earnings per share and allocates net income (loss) pro rata to Class A ordinary shares subject to possible redemption, nonredeemable Class A ordinary shares and Class B ordinary shares.
+Added: The Company applies the two-class method in calculating earnings per share and allocates net income (loss) pro rata to Class A ordinary shares subject to possible redemption, nonredeemable Class A ordinary shares and Class B ordinary shares, par value $ 0.0001 per share (“Class B ordinary shares”).
Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
−Removed: CANTOR EQUITY PARTNERS IV, INC.
−Removed: NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
−Removed: The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share:
+Added: The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:
For the Three Months Ended
−Removed: September 30, 2025 For the Three Months Ended
−Removed: September 30, 2024
−Removed: shares Class A –
−Removed: shares Class B –
−Removed: shares Class A –
−Removed: shares Class A –
−Removed: shares Class B –
−Removed: Basic and diluted net income per ordinary share
−Removed: Allocation of net income $ 1,083,026 $ 21,661 $ 583,631 $ — $ — $ —
−Removed: Basic and diluted weighted average number of ordinary shares outstanding 19,565,217 391,304 10,543,478 — — 10,000,000
−Removed: Basic and diluted net income per ordinary share $ 0.06 $ 0.06 $ 0.06 $ — $ — $ —
−Removed: For the Nine Months Ended
−Removed: September 30, 2025 For the Nine Months Ended
−Removed: September 30, 2024
+Added: March 31, 2026 For the Three Months Ended
+Added: March 31, 2025
shares Class A –
14 unchanged sentences
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
−Removed: As of both September 30, 2025 and December 31, 2024, the Company has not recorded any amounts related to uncertain tax positions.
+Added: As of both March 31, 2026 and December 31, 2025, the Company has not recorded any amounts related to uncertain tax positions.
The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
As such, the Company recorded no income tax provision for the periods presented.
−Removed: CANTOR EQUITY PARTNERS IV, INC.
−Removed: NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Segment Reporting
10 unchanged sentences
The Company adopted the standard on the required effective date for the financial statements issued for the annual reporting periods beginning on January 1, 2024 and applies the guidance for the interim periods beginning on January 1, 2025.
−Removed: The adoption of the new guidance did not have an impact on the Company’s unaudited condensed financial statements.
+Added: The adoption of the new guidance did not have an impact on the Company’s financial statements.
+Added: In December 2023, the FASB issued ASU No.
+Added: 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures.
+Added: The standard improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction.
+Added: The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures.
+Added: The Company adopted the standard on the required effective date for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2025.
+Added: The adoption of this guidance did not have a material impact on the footnotes to the Company’s financial statements and had no impact on the Company’s financial statements.
In March 2024, the FASB issued ASU No.
5 unchanged sentences
The Company adopted the standard on the required effective date beginning on January 1, 2025 using a prospective transition method for all new transactions recognized on or after the effective date.
−Removed: The adoption of this guidance did not have a material impact on the Company’s unaudited condensed financial statements.
+Added: The adoption of this guidance did not have a material impact on the Company’s financial statements.
New Accounting Pronouncements
−Removed: In December 2023, the FASB issued ASU No.
−Removed: 2023-09, Income Taxes (Topic 740):
−Removed: Improvements to Income Tax Disclosures .
−Removed: The standard improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction.
−Removed: The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures.
−Removed: The new guidance will become effective for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2025, will require prospective presentation with an option to apply it retrospectively for each period presented, and early adoption is permitted.
−Removed: Management is continuing its implementation effort of the new guidance, including drafting new financial statement disclosures required by the standard and developing appropriate internal controls.
−Removed: The adoption of the new guidance is not expected to have an impact on the Company’s unaudited condensed financial statements.
In November 2024, the FASB issued ASU No.
17 unchanged sentences
Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed financial statements.
−Removed: CANTOR EQUITY PARTNERS IV, INC.
−Removed: NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
+Added: In December 2025, the FASB issued ASU No.
+Added: 2025-11, Interim Reporting (Topic 270):
+Added: Narrow-Scope Improvements .
+Added: The guidance clarifies the current interim disclosure requirements and their applicability.
+Added: The ASU is intended to address feedback from stakeholders that the current guidance is difficult to navigate.
+Added: The amendments do not change the fundamental nature or expand or reduce the disclosure requirements of interim reporting.
+Added: The ASU creates a comprehensive list of interim disclosures required under U.S.
+Added: GAAP and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the previous year end.
+Added: The new guidance will become effective for the Company beginning on January 1, 2028, can be adopted using either a prospective or retrospective method, and early adoption is permitted.
+Added: Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed financial statements.
+Added: In December 2025, the FASB issued ASU No.
+Added: 2025-12, Codification Improvements .
+Added: The guidance clarifies, corrects errors in or makes other improvements to a variety of topics in the Codification that are intended to make it easier to understand and apply.
+Added: The amendments apply to all reporting entities in the scope of the affected accounting guidance.
+Added: The new guidance will become effective for the Company beginning on January 1, 2027, can be adopted using either a prospective or retrospective method, and early adoption is permitted.
+Added: Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed financial statements.
SEC Rule on Climate-Related Disclosures
3 unchanged sentences
Registrants would also be required to disclose whether and how (1) exposures to risks and uncertainties associated with, or known impacts from, severe weather events and other natural conditions and (2) any disclosed climate-related targets or transition plans materially impacted the estimates and assumptions used in preparing the financial statements.
−Removed: Finally, registrants would be required to disclose additional contextual information about the above disclosures, including how each financial statement effect was derived and the accounting policy decisions made to calculate the effects, for the most recently completed fiscal year and, if previously disclosed or required to be disclosed, for the historical fiscal year for which audited consolidated financial statements are included in the filing.
+Added: Finally, registrants would be required to disclose additional contextual information about the above disclosures, including how each financial statement effect was derived and the accounting policy decisions made to calculate the effects, for the most recently completed fiscal year and, if previously disclosed or required to be disclosed, for the historical fiscal year for which audited financial statements are included in the filing.
In April 2024, the SEC released an order staying the rules pending judicial review of all of the petitions challenging the rules and in March 2025, the SEC voted to end its defense of the rules.
3 unchanged sentences
Note 3—Initial Public Offering
−Removed: Pursuant to the Initial Public Offering, the Company sold 45,000,000 Class A ordinary shares, including 5,000,000 Class A ordinary shares issued pursuant to the partial exercise of the underwriters’ over-allotment option, at a price of $ 10.00 per share.
−Removed: In connection with the underwriter’s advising the Company that it will not be exercising the remaining portion of the over-allotment option, the Sponsor surrendered, for no consideration, 250,000 Class B ordinary shares so that the issued and outstanding Class B ordinary shares represent 20 % of all of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (other than the Private Placement Shares).
+Added: Pursuant to the Initial Public Offering, the Company sold 45,000,000 Class A ordinary shares, including 5,000,000 Class A ordinary shares issued pursuant to the partial exercise of the underwriter’s over-allotment option, at a price of $ 10.00 per share.
+Added: In connection with the underwriter advising the Company that it will not be exercising the remaining portion of the over-allotment option, the Sponsor surrendered, for no consideration, 250,000 Class B ordinary shares so that the issued and outstanding Class B ordinary shares represent 20 % of all of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (other than the Private Placement Shares).
Note 4—Related Party Transactions
7 unchanged sentences
(A) one year after the completion of the Business Combination or (B) subsequent to the Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.
−Removed: CANTOR EQUITY PARTNERS IV, INC.
−Removed: NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Private Placement Shares
−Removed: Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 900,000 Private Placement Shares at a price of $ 10.00 per Private Placement Share ($ 9,000,000 in the aggregate) in the Private Placement.
+Added: Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 900,000 Private Placement Shares at a price of $ 10.00 per share ($ 9,000,000 in the aggregate) in the Private Placement.
The net proceeds from the Private Placement were added to the net proceeds from the Initial Public Offering held in the Trust Account.
14 unchanged sentences
The Pre-IPO Note was non-interest bearing and was repaid in full upon completion of the Initial Public Offering.
−Removed: As of both September 30, 2025 and December 31, 2024, the Company had no borrowings under the Pre-IPO Note.
In order to finance transaction costs in connection with the Business Combination, the Sponsor has committed up to $ 1,750,000 in the Sponsor Loan to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $ 10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor.
2 unchanged sentences
Otherwise, the Sponsor Loan would be repaid only out of funds held outside the Trust Account.
−Removed: As of both September 30, 2025 and December 31, 2024, the Company had no borrowings under the Sponsor Loan.
+Added: As of March 31, 2026 and December 31, 2025, the Company had approximately $ 184,000 and approximately $ 31,000 , respectively, outstanding under the Sponsor Loan.
If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, 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 (“Working Capital Loans”).
3 unchanged sentences
Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.
−Removed: As of both September 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans.
+Added: As of both March 31, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.
Administrative Services Agreement
1 unchanged sentence
Services commenced on August 21, 2025, the date the Class A ordinary shares were first listed on the Nasdaq Stock Market, and will terminate upon the earlier of the consummation by the Company of the Business Combination or the liquidation of the Company.
−Removed: During the three months ended September 30, 2025 and 2024, the Company incurred approximately $ 14,000 and $ 0 , respectively, for these services.
−Removed: During the nine months ended September 30, 2025 and 2024, the Company incurred approximately $ 14,000 and $ 0 , respectively, for these services.
−Removed: CANTOR EQUITY PARTNERS IV, INC.
−Removed: NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
+Added: During the three months ended March 31, 2026 and 2025, the Company incurred $ 30,000 and $ 0 , respectively, for these services.
Note 5—Commitments and Contingencies
4 unchanged sentences
Underwriting Agreement
−Removed: The Company granted CF&Co.
−Removed: a 45-day option to purchase up to 6,000,000 additional Class A ordinary shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.
+Added: The Company granted CF&Co., the lead underwriter and an affiliate of the Sponsor, a 45-day option to purchase up to 6,000,000 additional Class A ordinary shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.
On August 22, 2025, simultaneously with the completion of the Initial Public Offering, CF&Co.
−Removed: partially exercised its over-allotment option in the amount of 5,000,000 additional Class A ordinary shares.
+Added: partially exercised the over-allotment option in the amount of 5,000,000 additional Class A ordinary shares.
In addition, on August 22, 2025, CF&Co.
11 unchanged sentences
Commencing on August 20, 2025, the Company compensates its independent directors through cash payments for their services on the Company’s board of directors.
−Removed: As a result, during the three months ended September 30, 2025 and 2024, the Company recognized approximately $ 6,000 and $ 0 , respectively, of compensation expense on its unaudited condensed statements of operations.
−Removed: During the nine months ended September 30, 2025 and 2024, the Company recognized approximately $ 6,000 and $ 0 , respectively, of compensation expense on its unaudited condensed statements of operations.
−Removed: The corresponding accrued compensation payable recognized on the Company’s condensed balance sheets was approximately $ 6,000 and $ 0 as of September 30, 2025 and December 31, 2024, respectively.
+Added: As a result, during the three months ended March 31, 2026 and 2025, the Company recognized approximately $ 19,000 and $ 0 , respectively, of compensation expense on its unaudited condensed statements of operations.
+Added: The corresponding accrued compensation payable recognized on the Company’s balance sheets was approximately $ 19,000 and approximately $ 13,000 as of March 31, 2026 and December 31, 2025, respectively.
Risks and Uncertainties
4 unchanged sentences
Note 6—Available-for-Sale Debt Securities
−Removed: The following table presents the amortized cost, gross unrealized gains (losses), fair value and other information for the available-for-sale debt securities held in the Trust Account:
−Removed: September 30, 2025 Amortized
+Added: The following tables present the amortized cost, gross unrealized gains (losses), fair value and other information for the available-for-sale debt securities held in the Trust Account:
+Added: March 31, 2026 Amortized
Cost Gross Unrealized
2 unchanged sentences
government debt securities (1)(2) $ 460,699,292 $ 8,805 $ ( 144,699 ) $ 460,563,398
+Added: December 31, 2025 Amortized
+Added: Cost Gross Unrealized
+Added: Gains Gross Unrealized
+Added: Losses Fair Value
+Added: government debt securities (1)(3) $ 456,425,803 $ 433,413 $ ( 148,492 ) $ 456,710,724
(1) Contractual maturities are one year or less.
+Added: (2) One individual debt security was in a continuous unrealized loss position for less than 12 months and for which no allowance for credit loss has been recorded.
(3) No debt securities were in an unrealized loss position.
−Removed: The Company did not have any sales of its available-for-sale debt securities during the three and nine months ended September 30, 2025.
−Removed: The Company did not hold any available-for-sale debt securities as of December 31, 2024.
−Removed: CANTOR EQUITY PARTNERS IV, INC.
−Removed: NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
−Removed: Note 7—Shareholders’ Equity (Deficit)
+Added: The Company did not recognize the unrealized losses in earnings on its available-for-sale debt securities during the three months ended March 31, 2026, because it was determined that such losses were due to non-credit factors.
+Added: Additionally, as of March 31, 2026, the Company neither intended to sell nor did it believe that it was more likely than not that it will be required to sell these securities before recovery of their amortized cost basis.
+Added: The Company did not have any sales of its available-for-sale debt securities during the three months ended March 31, 2026.
+Added: Note 7—Shareholders’ Equity
Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.
−Removed: As of September 30, 2025, there were 900,000 Class A ordinary shares issued and outstanding, excluding 45,000,000 Class A ordinary shares subject to possible redemption.
−Removed: As of December 31, 2024, there were no Class A ordinary shares issued and outstanding.
+Added: As of both March 31, 2026 and December 31, 2025, there were 900,000 Class A ordinary shares issued and outstanding, excluding 45,000,000 Class A ordinary shares subject to possible redemption.
Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.
3 unchanged sentences
On June 17, 2025, the Company issued 6,500,000 Class B ordinary shares to the Sponsor in a share capitalization, resulting in an increase in the total number of Class B ordinary shares outstanding from 5,000,000 shares to 11,500,000 shares.
−Removed: Information contained in the condensed financial statements has been retroactively adjusted for the surrender and cancellation and capitalization.
−Removed: In connection with the underwriter’s advising the Company that it would not exercise the remaining portion of the over-allotment option, on August 22, 2025, the Sponsor surrendered, for no consideration, 250,000 Class B ordinary shares, so that the issued and outstanding Class B ordinary shares represent 20 % of all of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (other than the Private Placement Shares).
−Removed: As of September 30, 2025 and December 31, 2024, there were 11,250,000 and 11,500,000 Class B ordinary shares, respectively, issued and outstanding.
+Added: Information contained in the unaudited condensed financial statements has been retroactively adjusted for the surrender and cancellation and capitalization.
+Added: In connection with the underwriter advising the Company that it would not exercise the remaining portion of the over-allotment option, on August 22, 2025, the Sponsor surrendered, for no consideration, 250,000 Class B ordinary shares, so that the issued and outstanding Class B ordinary shares represent 20 % of all of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (other than the Private Placement Shares).
+Added: As of both March 31, 2026 and December 31, 2025, there were 11,250,000 Class B ordinary shares issued and outstanding.
Prior to the consummation of the Business Combination, only holders of Class B ordinary shares will have the right to vote on the appointment and removal of directors and be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of the Company approving a transfer by way of continuation to a jurisdiction outside the Cayman Islands).
4 unchanged sentences
Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.
−Removed: As of both September 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.
+Added: As of both March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.
Note 8—Fair Value Measurement on a Recurring Basis
6 unchanged sentences
● Level 3 measurements – unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
−Removed: CANTOR EQUITY PARTNERS IV, INC.
−Removed: NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.
In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
−Removed: The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2025, and indicates the fair value hierarchy of the inputs that the Company utilized to determine such fair value.
−Removed: September 30, 2025
+Added: The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value.
+Added: March 31, 2026
Description Quoted
−Removed: Prices in Active Markets
+Added: Prices in Active
(Level 1) Significant
4 unchanged sentences
Total $ 460,563,398 $ — $ — $ 460,563,398
−Removed: As of September 30, 2025, Level 1 assets include a direct investment in the U.S.
+Added: December 31, 2025
+Added: Description Quoted
+Added: Prices in Active
+Added: (Level 1) Significant
+Added: (Level 2) Significant
+Added: (Level 3) Total
+Added: Assets held in Trust Account – U.S.
+Added: government debt securities $ 456,710,724 $ — $ — $ 456,710,724
+Added: Total $ 456,710,724 $ — $ — $ 456,710,724
+Added: As of both March 31, 2026 and December 31, 2025, Level 1 assets include a direct investment in the U.S.
government treasury bills classified as available-for-sale debt securities.
The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
−Removed: The Company did not hold assets measured at fair value on a recurring basis as of December 31, 2024.
Note 9—Segment Information
−Removed: The Company has not yet commenced operations, thus all activity for the three and nine months ended September 30, 2025 and 2024 relates to the Company’s formation, the Initial Public Offering, and the Company’s efforts toward locating and completing a suitable Business Combination.
+Added: The Company has not yet commenced operations, thus all activity for the three months ended March 31, 2026 and 2025 relates to the Company’s formation, the Initial Public Offering, and the Company’s efforts toward locating and completing a suitable Business Combination.
The Company has identified its Chairman and Chief Executive Officer as the chief operating decision maker (the “CODM”).
2 unchanged sentences
GAAP that is regularly reviewed by the CODM to allocate resources and assess financial performance.
+Added: When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM also reviews interest income and general and administrative expenses included in the net income (loss).
+Added: The CODM reviews interest income on investments held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy for investing the Trust Account funds while maintaining compliance with the terms of the trust agreement.
+Added: In addition, the CODM reviews and monitors general and administrative expenses to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Combination Period and to ensure expenses are aligned with the underlying contractual agreements.
The Company does not have operating income and therefore, it does not have any operating revenues.
The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest.
−Removed: During both the three and nine months ended September 30, 2025 and 2024, the Company earned approximately $ 1,807 ,000 and $ 0 , respectively, of interest income on investments held in the Trust Account.
−Removed: The Company’s significant segment expenses were general and administrative expenses, which were approximately $ 105,000 and $ 0 for the three months ended September 30, 2025 and 2024, respectively, and approximately $ 147,000 and approximately $ 3,000 for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: The other segment expenses were administrative expenses paid to the Sponsor, which amounted to approximately $ 14,000 and $ 0 for the three months ended September 30, 2025 and 2024, respectively, and approximately $ 14,000 and $ 0 for the nine months ended September 30, 2025 and 2024, respectively.
+Added: During the three months ended March 31, 2026 and 2025, the Company earned approximately $ 4,273,000 and $ 0 , respectively, of interest income on investments held in the Trust Account.
+Added: The Company’s significant segment expenses were general and administrative expenses, which were approximately $ 108,000 and approximately $ 27,000 for the three months ended March 31, 2026 and 2025, respectively.
+Added: The other segment expenses were administrative expenses incurred pursuant to the administrative services agreement with the Sponsor, which amounted to $ 30,000 and $ 0 for the three months ended March 31, 2026 and 2025, respectively.
Refer to the Company’s unaudited condensed statements of operations for additional information.
−Removed: As of September 30, 2025 and December 31, 2024, the Company had total assets of approximately $ 452,581 ,000 and approximately $ 300 , respectively.
−Removed: See the Company’s condensed balance sheets for additional information.
+Added: As of March 31, 2026 and December 31, 2025, the Company had total assets of approximately $ 460,832,000 and approximately $ 456,949,000 , respectively.
+Added: See the Company’s balance sheets for additional information.
Note 10—Subsequent Events
1 unchanged sentence
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.