What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-14 · 105 added, 74 removed, 432 unchanged (29% of the section changed)

6 unchanged sentences

Total Current Assets 197,500 155,000

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

Available-for-sale debt securities held in Trust Account, at fair value (no allowance for credit losses, amortized cost $ 464,793,730 and $ 456,425,803 as of June 30, 2026 and December 31, 2025, respectively) 464,774,119 456,710,724

Other assets 17,827 82,910

Total Assets $ 464,989,446 $ 456,948,634

Liabilities and Shareholders’ Equity:

Liabilities and Shareholders’ Equity (Deficit):

Current Liabilities:

1 unchanged sentence

Note payable – related party 299,964 31,454

Payable to related party 12,000 —

Total Liabilities 385,932 95,402

Commitments and Contingencies

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

Shareholders’ Equity:

Class A ordinary shares subject to possible redemption, 45,000,000 shares issued and outstanding at redemption value of $ 10.33 and $ 10.15 per share as of June 30, 2026 and December 31, 2025, respectively 464,774,123 456,710,811

Shareholders’ Equity (Deficit):

Preference shares, $ 0.0001 par value;

5,000,000 shares authorized;

none issued or outstanding as of both March 31, 2026 and December 31, 2025 — —

none issued or outstanding as of both June 30, 2026 and December 31, 2025 — —

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

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

900,000 shares issued and outstanding (excluding 45,000,000 shares subject to possible redemption) as of both June 30, 2026 and December 31, 2025 90 90

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

11,250,000 shares issued and outstanding as of both March 31, 2026 and December 31, 2025 1,125 1,125

11,250,000 shares issued and outstanding as of both June 30, 2026 and December 31, 2025 1,125 1,125

Additional paid-in capital — —

Retained earnings (Accumulated deficit) 138,252 ( 143,715 )

Accumulated deficit ( 152,213 ) ( 143,715 )

Accumulated other comprehensive income (loss) ( 19,611 ) 284,921

Total Shareholders’ Equity 3,573 142,421

Total Liabilities, Commitments and Contingencies and Shareholders’ Equity $ 460,832,475 $ 456,948,634

Total Shareholders’ Equity (Deficit) ( 170,609 ) 142,421

Total Liabilities, Commitments and Contingencies and Shareholders’ Equity (Deficit) $ 464,989,446 $ 456,948,634

The accompanying notes are an integral part

3 unchanged sentences

For the Three Months Ended

For the Six Months Ended

General and administrative costs $ 144,182 $ 15,355 $ 253,030 $ 42,503

11 unchanged sentences

Class B – Ordinary shares $ 0.07 $ ( 0.00 ) $ 0.14 $ ( 0.00 )

(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.

(1) This number of shares 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.

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.

5 unchanged sentences

For the Three Months Ended

For the Six Months Ended

Net income (loss) $ 3,920,256 $ ( 15,355 ) $ 8,054,814 $ ( 42,503 )

Other comprehensive income (loss):

Change in unrealized depreciation of available-for-sale debt securities ( 420,815 ) —

Change in unrealized appreciation (depreciation) of available-for-sale debt securities 116,283 — ( 304,532 ) —

Total other comprehensive income (loss) 116,283 — ( 304,532 ) —

5 unchanged sentences

EQUITY (DEFICIT)

For the Three Months Ended

March 31, 2026

For the Three and Six Months

Ended June 30, 2026

Ordinary Shares

Retained Earnings

Comprehensive

Shareholders’

Comprehensive

Income (Loss)

4 unchanged sentences

Balance – March 31, 2026 900,000 $ 90 11,250,000 $ 1,125 $ — $ 138,252 $ ( 135,894 ) $ 3,573

For the Three Months Ended

March 31, 2025

Accretion of redeemable Class A ordinary shares to redemption value — — — — — ( 4,210,721 ) — ( 4,210,721 )

Other comprehensive income — — — — — — 116,283 116,283

Net income — — — — — 3,920,256 — 3,920,256

Balance – June 30, 2026 900,000 $ 90 11,250,000 $ 1,125 $ — $ ( 152,213 ) $ ( 19,611 ) $ ( 170,609 )

For the Three and Six Months

Ended June 30, 2025

Ordinary Shares

4 unchanged sentences

Balance – March 31, 2025 — $ — 11,500,000 (1) $ 1,150 (1) $ 23,850 $ ( 54,030 ) $ — $ ( 29,030 )

Net loss — — — — — ( 15,355 ) — ( 15,355 )

Balance – June 30, 2025 — $ — 11,500,000 $ 1,150 $ 23,850 $ ( 69,385 ) $ — $ ( 44,385 )

(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).

3 unchanged sentences

CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

Cash flows from operating activities:

8 unchanged sentences

Accrued expenses 10,020 93,955

Payable to related party 12,000 —

Net cash provided by (used in) operating activities 83 ( 59,507 )

2 unchanged sentences

Purchase of available-for-sale debt securities held in Trust Account ( 458,584,583 ) —

Net cash used in investing activities ( 83 ) —

Net cash provided by (used in) investing activities ( 83 ) —

Cash flows from financing activities:

16 unchanged sentences

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

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

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.

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

All activity through June 30, 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.

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.

During the three and six months ended June 30, 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.

8 unchanged sentences

Morgan Chase Bank, N.A., and on August 25, 2025, were transferred to an account at CF Secured, LLC (“CF Secured”), an affiliate of the Sponsor.

The Trust Account may be invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or held as cash or cash items (including in demand deposit accounts) at a bank, as determined by the Company, until the earlier of:

The Trust Account may be (a) invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, (b) held as uninvested cash, or (c) held in a non-interest or interest bearing demand deposit account at a U.S.

chartered commercial bank, until the earlier of:

(i) the completion of the Business Combination or (ii) the distribution of the Trust Account, as described below.

5 unchanged sentences

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.

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 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 June 30, 2026 and December 31, 2025, was $ 10.33 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”).

18 unchanged sentences

Liquidity and Capital Resources

As of both March 31, 2026 and December 31, 2025, the Company had $ 25,000 of cash in its operating account.

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.

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.

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).

As of both June 30, 2026 and December 31, 2025, the Company had $ 25,000 of cash in its operating account.

As of June 30, 2026 and December 31, 2025, the Company had a working capital deficit of approximately $ 188,000 and working capital of approximately $ 60,000 , respectively.

As of June 30, 2026 and December 31, 2025, approximately $ 14,774,000 and approximately $ 6,711,000 , respectively, of the amount earned on funds held in the Trust Account was available to pay taxes, if any.

The Company’s liquidity needs through June 30, 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.

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.

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 $ 300,000 and approximately $ 31,000 has been drawn by the Company as of June 30, 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).

As of both March 31, 2026 and December 31, 2025, the Company did not have any borrowings under the Working Capital Loans.

As of both June 30, 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.

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.

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 June 30, 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.

4 unchanged sentences

The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that do not have an effective registration statement under the Securities Act or a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

10 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.

The Company had no cash equivalents in its operating account or the Trust Account as of both March 31, 2026 and December 31, 2025.

The Company had no cash equivalents in its operating account or the Trust Account as of both June 30, 2026 and December 31, 2025.

Available-for-Sale Debt Securities

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.

The Company’s investments held in the Trust Account as of both June 30, 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.

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.

None of the Company’s debt securities met the criteria for held-to-maturity classification as of both June 30, 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.

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.

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.

For both the three and six months ended June 30, 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

8 unchanged sentences

Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, Class A ordinary shares are classified as shareholders’ equity.

At all other times, Class A ordinary shares are classified as shareholders’ equity (deficit).

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.

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.

Accordingly, as of both June 30, 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 (deficit) 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.

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).

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:

The change in the carrying value of redeemable Class A ordinary shares also resulted in charges against Additional paid-in capital and Accumulated deficit.

As of June 30, 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

3 unchanged sentences

Accretion of carrying value to redemption value 8,063,312

Class A ordinary shares subject to possible redemption, March 31, 2026 $ 460,563,402

Class A ordinary shares subject to possible redemption, June 30, 2026 $ 464,774,123

Net Income (Loss) Per Ordinary Share

2 unchanged sentences

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.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value is not in excess of the fair value.

The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share:

For the Three Months Ended

March 31, 2026 For the Three Months Ended

March 31, 2025

June 30, 2026 For the Three Months Ended

June 30, 2025

shares Class A –

7 unchanged sentences

Basic and diluted net income (loss) per ordinary share $ 0.07 $ 0.07 $ 0.07 $ — $ — $ ( 0.00 )

For the Six Months Ended

June 30, 2026 For the Six Months Ended

June 30, 2025

shares Class A –

shares Class B –

shares Class A –

shares Class B –

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss) $ 6,342,374 $ 126,847 $ 1,585,593 $ — $ — $ ( 42,503 )

Basic and diluted weighted average number of ordinary shares outstanding 45,000,000 900,000 11,250,000 — — 10,000,000

Basic and diluted net income (loss) per ordinary share $ 0.14 $ 0.14 $ 0.14 $ — $ — $ ( 0.00 )

Income taxes are accounted for using the asset and liability method as prescribed under ASC 740, Income Taxes (“ASC 740”).

5 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.

As of both March 31, 2026 and December 31, 2025, the Company has not recorded any amounts related to uncertain tax positions.

As of both June 30, 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.

71 unchanged sentences

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.

In May 2026, the SEC issued a proposal for stakeholder comment to fully rescind its climate-related disclosure rules.

Absent these developments, the rules would have been effective for the Company upon its registration under the Exchange Act on August 20, 2025 and phased in starting in 2027.

7 unchanged sentences

In April 2021, the Sponsor purchased 14,375,000 Class B ordinary shares for a purchase price of $ 25,000 .

On June 6, 2024, the Sponsor surrendered, for no consideration, 9,375,000 Class B ordinary shares, which the Company cancelled, resulting in a decrease in the total number of Class B ordinary shares outstanding from 14,375,000 shares to 5,000,000 shares.

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.

On June 6, 2024, the Sponsor surrendered, for no consideration, 9,375,000 Class B ordinary shares, which the Company cancelled, resulting in a decrease in the total number of Class B ordinary shares issued and outstanding from 14,375,000 shares to 5,000,000 shares.

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 issued and outstanding from 5,000,000 shares to 11,500,000 shares.

On August 22, 2025, due to the underwriter advising the Company that it would not be exercising the remaining portion of the over-allotment option, 250,000 Class B ordinary shares were surrendered by the Sponsor for no consideration 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), resulting in 11,250,000 Class B ordinary shares issued and outstanding held by the Sponsor (the “Founder Shares”).

The Class B ordinary shares will automatically convert into non-redeemable Class A ordinary shares in connection with the consummation of the Business Combination, as described in Note 5, and are subject to certain transfer restrictions, as described in Note 7.

The Class B ordinary shares will automatically convert into non-redeemable Class A ordinary shares in connection with the consummation of the Business Combination, and are subject to certain transfer restrictions, as described in Note 7.

The Sponsor and the Company’s directors and officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

22 unchanged sentences

Otherwise, the Sponsor Loan would be repaid only out of funds held outside the Trust Account.

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.

As of June 30, 2026 and December 31, 2025, the Company had approximately $ 300,000 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.

As of both March 31, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

As of both June 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

The Sponsor pays expenses on the Company’s behalf.

The Company reimburses the Sponsor for such expenses paid on its behalf.

The unpaid balance is included in Payable to related party on the Company’s balance sheets.

As of June 30, 2026 and December 31, 2025, the Company had $ 12,000 and $ 0 , respectively, as payable outstanding to the Sponsor for such expenses paid on the Company’s behalf.

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.

During the three months ended March 31, 2026 and 2025, the Company incurred $ 30,000 and $ 0 , respectively, for these services.

During the three months ended June 30, 2026 and 2025, the Company incurred $ 30,000 and $ 0 , respectively, for these services.

During the six months ended June 30, 2026 and 2025, the Company incurred $ 60,000 and $ 0 , respectively, for these services.

Note 5—Commitments and Contingencies

20 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.

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.

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.

As a result, during the three months ended June 30, 2026 and 2025, the Company recognized $ 25,000 and $ 0 , respectively, of compensation expense on its unaudited condensed statements of operations.

During the six months ended June 30, 2026 and 2025, the Company recognized approximately $ 44,000 and $ 0 , respectively, of compensation expense on its unaudited condensed statements of operations.

The corresponding accrued compensation payable recognized on the Company’s balance sheets was $ 25,000 and approximately $ 13,000 as of June 30, 2026 and December 31, 2025, respectively.

Risks and Uncertainties

5 unchanged sentences

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:

March 31, 2026 Amortized

June 30, 2026 Amortized

Cost Gross Unrealized

10 unchanged sentences

(3) No debt securities were in an unrealized loss position.

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.

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.

The Company did not have any sales of its available-for-sale debt securities during the three months ended March 31, 2026.

Note 7—Shareholders’ Equity

The Company did not recognize the unrealized losses in earnings on its available-for-sale debt securities during the three and six months ended June 30, 2026, because it was determined that such losses were due to non-credit factors.

Additionally, as of June 30, 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.

The Company did not have any sales of its available-for-sale debt securities during the three and six months ended June 30, 2026.

Note 7—Shareholders’ Equity (Deficit)

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.

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.

As of both June 30, 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.

1 unchanged sentence

In April 2021, the Company issued 14,375,000 Class B ordinary shares to the Sponsor.

On June 6, 2024, the Sponsor surrendered, for no consideration, 9,375,000 Class B ordinary shares, which the Company cancelled, resulting in a decrease in the total number of Class B ordinary shares issued and outstanding from 14,375,000 shares to 5,000,000 shares.

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 issued and outstanding from 5,000,000 shares to 11,500,000 shares.

Information contained in the unaudited condensed financial statements has been retroactively adjusted for the surrender and cancellation and capitalization.

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).

As of both March 31, 2026 and December 31, 2025, there were 11,250,000 Class B ordinary shares issued and outstanding.

As of both June 30, 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).

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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.

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

As of both June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Note 8—Fair Value Measurement on a Recurring Basis

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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.

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.

March 31, 2026

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value:

June 30, 2026

Description Quoted

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Total $ 456,710,724 $ — $ — $ 456,710,724

As of both March 31, 2026 and December 31, 2025, Level 1 assets include a direct investment in the U.S.

As of both June 30, 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.

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Note 9—Segment Information

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 not yet commenced operations, thus all activity for the three and six months ended June 30, 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”).

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

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.

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.

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.

During the three months ended June 30, 2026 and 2025, the Company earned approximately $ 4,094,000 and $ 0 , respectively, of interest income on investments held in the Trust Account.

During the six months ended June 30, 2026 and 2025, the Company earned approximately $ 8,368,000 and $ 0 , respectively, of interest income on investments held in the Trust Account.

The Company’s significant segment expenses were general and administrative expenses, which were approximately $ 144,000 and approximately $ 15,000 for the three months ended June 30, 2026 and 2025, respectively, and approximately $ 253,000 and approximately $ 43,000 for the six months ended June 30, 2026 and 2025, respectively.

Refer to the Company’s unaudited condensed statements of operations for additional information.

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.

As of June 30, 2026 and December 31, 2025, the Company had total assets of approximately $ 464,989,000 and approximately $ 456,949,000 , respectively.

See the Company’s balance sheets for additional information.

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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