Cal Redwood Acquisition Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the quarterly period ended December 31, 2025. Management’s Report on Internal Controls Over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION Trading Arrangements No director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c); or any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of Item 408 of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 63 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Executive Officers and Directors Our executive officers and directors are as follows: Name Age Position Vivek Ranadivé 67 Chairman of the Board and President Daven Patel 36 Chief Executive Officer and Director James Chan 46 Chief Financial Officer Raymond Dong 30 Chief Investment Officer Eric C.W. Dunn 67 Director Sanjay Subhedar 72 Director Lori Wright 48 Director Vivek Ranadivé has served as our Chairman and President since our inception. Mr. Ranadivé has been the Founder and Managing Director of Bow Capital and its affiliated funds since 2016, and the Owner and Chairman of the Sacramento Kings since 2013. He founded his first company, Teknekron Software Systems, Inc., in 1986 to develop and apply software to financial trading floors. After selling Teknekron to Reuters PLC in 1994, he then went on to found and spin-out TIBCO as a separate company in 1997. TIBCO completed its initial public offering in 1999 and was subsequently sold to Vista Equity Partners in 2014 for $4.3 billion. As Chairman and Chief Executive Officer, Mr. Ranadivé built TIBCO into a leading provider of middleware software that became the central data nervous system for many of the world’s largest companies and government agencies. Mr. Ranadivé became involved in NBA basketball first as Vice Chairman of the Golden State Warriors. Mr. Ranadivé formerly served on the boards of Nielsen, a global media company, and WebEx, a telecommunications company, prior to its sale to Cisco. From August 2020 to October 2021, Mr. Ranadivé served as Chairman and Co-Chief Executive Officer of BowX, a special purpose acquisition company and, following the consummation of BowX’s business combination, he served as a director of WeWork, Inc. from October 2021 to August 2023. Mr. Ranadivé holds a Bachelor of Science and a Master of Arts in Electrical Engineering from the Massachusetts Institute of Technology and a Master of Business Administration from Harvard Business School where he graduated as a Baker Scholar. Daven Patel has served as our Chief Executive Officer and director since our inception. Mr. Patel joined Bow Capital in 2020, where he serves as a Principal and leads growth and private equity investing efforts. Prior to this, Mr. Patel held investing and operating roles in the Merchant Banking Division at Goldman Sachs, TIBCO, and Dialpad, a high-growth software-as-a-service company. Mr. Patel also began his career as an Analyst at Goldman Sachs. Mr. Patel holds a Bachelor of Science from the University of California, Berkeley. James Chan has served as our Chief Financial Officer since our inception. Mr. Chan brings over 20 years of experience in venture capital, private equity, and multinational corporations. Since 2024, he has served as Chief Financial Officer of Bow Capital, where he oversees financial strategy, fund management, and operational efficiency. In addition to his role at Bow Capital, Mr. Chan concurrently serves as Chief Financial Officer of First Spark Ventures and Breakout Ventures since 2022, and of BankTech Ventures since 2022, where he manages complex financial operations across multiple funds. Mr. Chan served as Chief Financial Officer of Yamaha Motor Ventures from 2019 to 2022, where he led corporate venture capital and M&A initiatives. Previously, Mr. Chan held senior finance leadership roles at several multinational corporations and high-growth ventures, including ASSA ABLOY, Beats by Dre, and Zodiac Aerospace, where his duties spanned corporate venture capital, M&A, financial strategy, and operational leadership, and he was involved in driving growth, executing strategic carve-outs, and managing complex financial transformations. Mr. Chan holds a Master of Business Taxation from the University of Southern California and dual Bachelor of Science degrees in Physiological Science and Business Economics from the University of California, Los Angeles. 64 Raymond Dong has served as our Chief Investment Officer since our inception. Mr. Dong has extensive experience investing and advising in the technology industry. He served as a Principal at Bow Capital from 2021 to January 2026, where he focused on venture technology investments as well as opportunistic acquisitions. Prior to Bow Capital, from 2018 to 2021, he was an analyst at Senator Investment Group (“Senator”), a long/short fundamental hedge fund covering healthcare technology and technology public equities. At Senator, he was instrumental in utilizing alternative data (e.g. credit card data, web traffic) to inform investment strategies. Prior to Senator, Mr. Dong was a consultant at McKinsey from 2016 through 2018 where he advised leading healthcare companies on growth and analytics strategies. Mr. Dong has been a board member at National Security Group, Inc., an insurance company based in Alabama. Mr. Dong holds a Bachelor of Arts in Economics from University of Chicago. Eric C.W. Dunn , has served as a director since May 2025. Mr. Dunn has served as Chief Executive Officer of Quicken Inc., a producer of personal finance software in the United States since April 2016. Mr. Dunn joined Intuit Inc., Quicken’s previous owner, in 1986 as employee number 4. He spent a total of 20 years at Intuit over his career, including as its Chief Financial Officer through its 1993 initial public offering, as a software developer who worked on almost all of the early versions of Quicken, as the first general manager of the Quicken business, as Intuit’s first Chief Technology Officer and finally as the leader of Intuit’s payments business. From 2003 to 2010, Mr. Dunn was a General Partner at Cardinal Venture Capital, an investment firm. Mr. Dunn previously served as a director of several public companies, including BowX, from August 2020 to October 2021, as well as TIBCO Software, Inc. Mr. Dunn holds a B.A. from Harvard College and an MBA from Harvard Business School. Sanjay Subhedar , has served as a director since May 2025. Mr. Subhedar founded Storm Ventures in October 2000, where he is currently a Managing Director Emeritus. Previously, he served as the chief operating officer at E-TEK Dynamics, a fiber-optic component manufacturer from December 1997 to October 2000, playing a key role in the company’s growth from 400 employees to over 5,000 employees in less than three years, in its initial public offering in 1998 (Nasdaq:ETEK), as well as in its merger with JDS Uniphase in July 2000. Prior to this, Mr. Subhedar was the Chief Financial Officer for StrataCom, Inc. from its inception in January 1986, through its initial public offering in July 1992 (Nasdaq:STRM) and until its merger with Cisco Systems in July 1996. Following StrataCom’s merger with Cisco Systems, in July 1996 he served as Vice President of Cisco’s WAN business unit until October 1997. Mr. Subhedar serves on the Advisory Board of the Kelly School Entrepreneurship Program. Mr. Subhedar holds a BSc. from the University of Mumbai and an MBA from Indiana University, Bloomington, where he was inducted in the Indiana University Presidents Circle in recognition of his support of the university. Lori Wright , has served as a director since May 2025. Ms. Wright served as the Corporate Vice President of Xbox from January 2021 to February 2026. In this role, she led partnerships, business development, and strategy for the Gaming business at Microsoft. Formerly, she was the Vice President of Business Development at Microsoft from October 2019, leading global partnerships for Consumer products, including Gaming, Search, Advertising and News, and all Media & Entertainment. Prior to this, from April 2017 to October 2019, Ms. Wright served as General Manager for Office 365 collaboration applications, including Microsoft Teams and Outlook, where she oversaw global marketing for these products. Ms. Wright developed her business expertise through previous executive roles including Chief Marketing Officer at BlueJeans Network from April 2016 to April 2017 and Chief Marketing Officer at TIBCO from October 2013 to June 2015. Before joining TIBCO, she served as Vice President at Symantec overseeing worldwide e-commerce sales and strategy for Norton software from 2011 to 2013. Ms. Wright held executive positions within Symantec’s Cloud and Enterprise divisions over her tenure, which began with VERITAS Software. Ms. Wright started her career at Walt Disney World in marketing and sales. Beginning in February 2021, Ms. Wright has also served as a director of Kahoot!, a developer of a game-based learning platform used as educational technology. From August 2020 to October 2021, she served as a director of BowX. Ms. Wright has served as a startup advisor to companies including Color Genomics and ServiceMax, as well as venture firms, including Bow Capital. Ms. Wright holds a B.A. in Business, with a major in Finance, from the University of Central Florida. 65 Number and Terms of Office of Officers and Directors We have five directors. Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. The term of office of the first class of directors, which will consist of Sanjay Subhedar, will expire at our first annual general meeting. The term of office of the second class of directors, which will consist of Lori Wright and Eric Dunn, will expire at the second annual general meeting. The term of office of the third class of directors, which will consist of Vivek Ranadive and Daven Patel, will expire at the third annual general meeting. We may not hold an annual meeting of shareholders until after we consummate our initial business combination. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Committees of the Board of Directors Our board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee Our board of directors have established an audit committee of the board of directors. Eric C.W. Dunn, Sanjay Subhedar and Lori Wright serve as the members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Messrs. Dunn and Subhedar and Ms. Wright are each independent. Eric C.W. Dunn serves as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Eric C.W. Dunn qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted an audit committee charter, which will detail the principal functions of the audit committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; 66 ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Our board of directors established a compensation committee of our board of directors. The members of our compensation committee are Eric C.W. Dunn, Sanjay Subhedar and Lori Wright. Lori Wright serves as chair of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Messrs. Dunn and Subhedar and Ms. Wright are each independent. We have adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation; ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. 67 The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov . In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. 68 ITEM 11. EXECUTIVE COMPENSATION Executive Officer and Director Compensation None of our executive officers or directors has received any cash compensation for services rendered to us. The sponsor transferred 30,000 founder shares to each of our independent directors (an aggregate of 90,000 founder shares), in each case at their original purchase price of $0.003 per share. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from working capital: ● Payment of consulting, success or finder fees to our sponsor or a member of our management team, or their respective affiliates in connection with the consummation of our initial business combination; ● We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and ● Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $2,500,000 of such loans may be convertible into private placement units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Clawback Policy Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our executive officers. We have adopted the Executive Officer Clawback Policy to comply with the rules adopted by the SEC under Rule 10D-1 under the Exchange Act, and the listing standards, as set forth in Nasdaq Listing Rule. We have filed our Executive Officer Clawback Policy as an exhibit to this Annual Report. 69 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report: ● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our executive officers and directors; and ● all our executive officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. Name and Address of Beneficial Owner (1) Number of Ordinary Shares Beneficially Owned Approximate Percentage of Outstanding Ordinary Shares Cal Redwood Sponsor LLC (2) 8,005,900 25.6 % Vivek Ranadivé (2) 8,005,900 25.6 % Daven Patel (2) 8,005,900 25.6 % James Chan — — Raymond Dong (2) — — Eric C.W. Dunn 30,000 * Sanjay Subhedar 30,000 * Lori Wright 30,000 * All officers and directors as a group (7 persons) 8,095,900 25.8 % Meteora Capital, LLC (3) 2,276,418 7.3 % * Less than one percent. (1) Unless otherwise noted, the business address of each of the following is c/o Cal Redwood Acquisition Corp., 2440 Sand Hill Road Suite 101, Menlo Park, CA 94025. (2) Consists of 430,000 Class A ordinary shares and 7,575,900 Class B ordinary shares. Cal Redwood Sponsor LLC, our sponsor, is the record holder of such shares. Messrs. Ranadivé, Patel and Dong are the three managers of our sponsor. Any decisions by our sponsor with respect to the securities held by it, including voting and dispositive decisions, are made jointly by the three managers and no one individual has a controlling decision. Accordingly, under the so-called “rule of three,” because voting and dispositive decisions are made jointly by three managers, none of the managers of our sponsor is deemed to be a beneficial owner of securities held by our sponsor, even those in which such managers hold a pecuniary interest. Accordingly, none of such individuals is deemed to have or share beneficial ownership of the securities held by our sponsor. Messrs. Ranadivé, Patel and Dong directly or indirectly own membership interests of our sponsor. Messrs. Ranadivé, Patel and Dong disclaim any beneficial ownership of the securities held by the sponsor other than to the extent of any pecuniary interest they may have therein. (3) Based on a Schedule 13G/A filed on February 13, 2026, by Meteora Capital and Vik Mittal. The principal business address for each of the reporting persons is 1200 N Federal Hwy, #200, Boca Raton FL 33432. 70 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Certain Relationships and Related Transactions On February 11, 2025, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in exchange for 7,665,900 founder shares (up to 999,900 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). Our sponsor transferred 30,000 founder shares to each of our independent directors (an aggregate of 90,000 founder shares) at their original purchase price. The number of founder shares outstanding was determined based on the expectation that the total size of our initial public offering would be a maximum of 23,000,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 25% of the outstanding shares after our initial public offering (excluding the private placement shares). Our public shareholders may incur material dilution due to anti-dilution adjustments that result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. If we increase or decrease the size of the offering, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of our initial public offering in such amount as to maintain the number of founder shares at 25% of our issued and outstanding ordinary shares upon the consummation of our initial public offering (excluding the private placement shares). Our sponsor purchased an aggregate of 430,000 private placement units, each private placement unit consisting of one Class A ordinary share and one right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination, as described in more detail in this Annual Report, at a price of $10.00 per unit, or $4,300,000 in the aggregate, in a private placement that closed simultaneously with the closing of our initial public offering. The underwriters have committed to use a portion of their underwriting discount and commission to purchase an aggregate of 230,000 private placement units at a price of $10.00 per unit, or $2,300,000 in the aggregate, in a private placement that closed simultaneously with the closing of our initial public offering. The private placement units will be identical to the units sold in our initial public offering except that, so long as they are held by our sponsor or its permitted transferees, the private placement units (including their component securities) (i) may not (including the Class A ordinary shares issuable upon conversion of the underlying rights), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination and (ii) will be entitled to registration rights. 71 Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor or a member of our management team or one of their affiliates of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from working capital. Upon the closing of our initial public offering, we will pay customary transfer agent, rights agent and trustee fees, including an account and trust set up fee of $10,000 and monthly fees of $5,000, to Efficiency, the CEO and founder of which is the spouse of Daven Patel, our Chief Executive Officer. The Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing and unsecured. The promissory note was payable on the earlier of June 30, 2025 and the date the Company consummated the Initial Public Offering. As of May 27, 2025, the Company had borrowed $178,793 under the promissory note which was outstanding. Borrowings under the note are no longer available. Subsequently, on May 29, 2025, the Company repaid the outstanding balance We expect to fund our working capital requirements prior to the time of our initial business combination with working capital. In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use working capital to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $2,500,000 of such loans may be convertible into private placement units of the post business combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. We have until May 27, 2027 or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination by May 27, 2027, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to vote on the extension and to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law. Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using working capital. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. 72 Related Party Policy We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy. Prior to the closing of our initial public offering, we adopted our Code of Ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board of directors) or as disclosed in our public filings with the SEC. Under our Code of Ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. In addition, our audit committee is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, directors or officers, or our or any of their respective affiliates. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, directors or officers unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our shareholders from a financial point of view. In addition, pursuant to Nasdaq listing rules, our initial business combination must be approved by a majority of our independent directors. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from working capital: ● Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; ● Payment of consulting, success or finder fees to our sponsor or a member of our management team, or their respective affiliates in connection with the consummation of our initial business combination; ● We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and ● Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $2,500,000 of such loans may be convertible into private placement units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. 73 Director Independence Nasdaq rules require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors has determined that Eric C.W. Dunn, Sanjay Subhedar and Lori Wright are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors expect to have regularly scheduled meetings at which only independent directors are present. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees . During the period from January 7, 2025 (inception) through December 31, 2025, fees for our independent registered public accounting firm were approximately $133,000 for the services Withum Smith+Brown, PC performed in connection with our Initial Public Offering. Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum Smith+Brown, PC for consultations concerning financial accounting and reporting standards for the period from January 7, 2025 (inception) through December 31, 2025. Tax Fees . For the period from January 7, 2025 (inception) through December 31, 2025, we paid approximately $4,500 to Withum Smith+Brown, PC for tax planning and tax advice. All Other Fees . We did not pay Withum Smith+Brown, PC for other services for the period from January 7, 2025 (inception) through December 31, 2025. Pre-Approval Policy Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 74 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Statement of Operations F-4 Statement of Changes in Shareholders’ Equity F-5 Statement of Cash Flows F-5 Notes to Financial Statements F-7 to F-18 (2) Financial Statement Schedules: None. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov. 75 The following documents are included as exhibits to this Annual Report: Exhibit No. Description 3.1 (1) Amended and Restated Memorandum and Articles of Association of the Company. 4.1 (2) Specimen Unit Certificate. 4.2 (2) Specimen Ordinary Share Certificate. 4.3 (2) Specimen Rights Certificate. 4.4 (1) Share Rights Agreement, dated May 22, 2025, between the Company and Efficiency. 4.5* Description of Securities of the Registrant 10.1 (1) Investment Management Trust Agreement, dated May 22, 2025, between the Company and Efficiency. 10.2 (1) Private Placement Units Purchase Agreement, dated May 22, 2025, between the Company and Sponsor. 10.3 (1) Private Placement Units Purchase Agreement, dated May 22, 2025, between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC. 10.4 (1) Private Placement Units Purchase Agreement, dated May 22, 2025, between the Company and Seaport Global Securities LLC. 10.5 (1) Registration Rights Agreement, dated May 22, 2025, among the Company, the Sponsor and certain securityholders. 10.6 (1) Letter Agreement, dated May 22, 2025, by and among the Company, the Sponsor, the initial shareholders and each officer and director of the Company. 10.7 (1) Form of Indemnity Agreement. 19.1* Insider Trading Policy. 31.1* Certification of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a). 31.2* Certification of Chief Financial Officer (Principal Financial and Accounting Officer) required by Rule 13a-14(a) or Rule 15d-14(a). 32.1** Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 32.2** Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 97.1 (3) Clawback Policy . 101.INS* XBRL Instance Document 101.SCH* XBRL Taxonomy Extension Schema 101.CAL* XBRL Taxonomy Calculation Linkbase 101.LAB* XBRL Taxonomy Label Document 101.PRE* XBRL Definition Linkbase Document 101.DEF* XBRL Definition Linkbase Document 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. (1) Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 27, 2025. (2) Incorporated by reference to an exhibit to Amendment No. 1 to the Registrant’s Form S-1 (File No. 333-285517), filed with the SEC on April 2, 2025. (3) Incorporated by reference to an exhibit to Amendment No. 2 to the Registrant’s Form S-1 (File No. 333-285517), filed with the SEC on April 14, 2025. ITEM 16. FORM 10-K SUMMARY None 76 CAL REDWOOD ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the Period from January 7, 2025 (Inception) Through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the Period from January 7, 2025 (Inception) Through December 31, 2025 F-5 Statement of Cash Flows for the Period from January 7, 2025 (Inception) Through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-18 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Cal Redwood Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheet of Cal Redwood Acquisition Corp. as of December 31, 2025, the related statements of operations, changes in shareholders’ deficit and cash flows for the period from January 7, 2025 (inception) through December 31, 2025 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from January 7, 2025 (inception) through December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Cal Redwood Acquisition Corp. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Cal Redwood Acquisition Corp. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC PCAOB ID 100 We have served as the Company’s auditor since 2025. New York , March 31, 2026 F- 2 CAL REDWOOD ACQUISITION CORP. BALANCE SHEET DECEMBER 31, 2025 Assets Current assets Cash $ 1,096,942 Prepaid expense 3,740 Prepaid insurance 98,356 Total current assets 1,199,038 Long-term prepaid insurance 38,534 Cash and investments held in Trust Account 235,633,565 Total Assets $ 236,871,137 Liabilities and Shareholders’ Deficit Current Liabilities Accrued offering costs $ 75,000 Accounts payable and accrued expenses 74,547 Due to affiliates 29,694 Promissory note - related party 301 Total current liabilities 179,542 Deferred underwriting fee payable 9,200,000 Total Liabilities 9,379,542 Commitments and Contingencies (Note 6) Class A ordinary shares subject to possible redemption, 23,000,000 shares at a redemption value of $ 10.24 per share 235,633,565 Shareholders’ Deficit Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding — Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 660,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) 66 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 7,665,900 shares issued and outstanding 767 Accumulated deficit ( 8,142,803 ) Total Shareholders’ Deficit ( 8,141,970 ) Total Liabilities and Shareholders’ Deficit $ 236,871,137 The accompanying notes are an integral part of these financial statements. F- 3 CAL REDWOOD ACQUISITION CORP. STATEMENT OF OPERATIONS FOR THE PERIOD FROM JANUARY 7, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 General and administrative costs $ 467,994 Loss from Operations ( 467,994 ) Other income (expense): Compensation expense ( 132,300 ) Bank service fees ( 5,000 ) Interest income from operating bank account 26,678 Earnings on investments held in Trust Account 5,633,565 Total other income, net 5,522,943 Net income $ 5,054,949 Weighted average redeemable Class A ordinary shares outstanding – basic and diluted 14,030,641 Basic and diluted net income per redeemable Class A ordinary share $ 0.23 Weighted average non-redeemable Class A and Class B ordinary shares outstanding – basic (1) 7,678,585 Basic net income per non-redeemable Class A and Class B ordinary share $ 0.23 Weighted average non-redeemable Class A and Class B ordinary shares outstanding – diluted (1) 7,834,558 Diluted net income per non-redeemable Class A and Class B ordinary share $ 0.23 (1) Excludes an aggregate of up to 999,900 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On May 27, 2025, the Company consummated its Initial Public Offering and sold 23,000,000 Units, including 3,000,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover the over-allotment and as such 999,900 Class B ordinary shares are no longer subject to forfeiture. The accompanying notes are an integral part of these financial statements. F- 4 CAL REDWOOD ACQUISITION CORP. STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE PERIOD FROM JANUARY 7, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance — January 7, 2025 (inception) — $ — — $ — $ — $ — $ — Class B ordinary shares issued to Sponsor (1) — — 7,665,900 767 24,233 — 25,000 Accretion of Class A ordinary shares to redemption value — — — — ( 9,934,213 ) ( 13,197,752 ) ( 23,131,965 ) Sale of 660,000 Private Placement Units 660,000 66 — — 6,599,934 — 6,600,000 Fair value of rights included in Public Units — — — — 3,404,000 — 3,404,000 Allocated value of transaction costs to Private Placement Units and rights included in Public Units — — — — ( 226,254 ) — ( 226,254 ) Share-based compensation to director nominees — — — — 132,300 — 132,300 Net income — — — — — 5,054,949 5,054,949 Balance – December 31, 2025 660,000 $ 66 7,665,900 $ 767 $ — $ ( 8,142,803 ) $ ( 8,141,970 ) (1) Includes an aggregate of up to 999,900 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On May 27, 2025, the Company consummated its Initial Public Offering and sold 23,000,000 Units, including 3,000,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment and as such 999,900 Class B ordinary shares are no longer subject to forfeiture. The accompanying notes are an integral part of these financial statements. F- 5 CAL REDWOOD ACQUISITION CORP. STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JANUARY 7, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash Flows from Operating Activities: Net income $ 5,054,949 Adjustments to reconcile net income to net cash used in operating activities: Payment of expense through promissory note – related party 36,220 Earnings on investments held in Trust Account ( 5,633,565 ) Compensation expense 132,300 Changes in operating assets and liabilities: Prepaid expenses ( 140,630 ) Due to affiliates 29,694 Accrued expenses 74,547 Net cash used in Operating Activities ( 446,485 ) Cash Flows from Investing Activities: Investment of cash into Trust Account ( 230,000,000 ) Net cash used in Investing Activities ( 230,000,000 ) Cash Flows from Financing Activities: Proceeds from issuance of Class B ordinary shares 25,000 Proceeds from sale of Public Units, net of underwriting discounts paid 225,400,000 Proceeds from sale of Private Placement Units 6,600,000 Due from Sponsor ( 1,423,800 ) Repayment of advances from related party 1,245,307 Payment of offering costs ( 303,080 ) Net cash provided by Financing Activities 231,543,427 Net Change in Cash 1,096,942 Cash – Beginning of period — Cash – End of period $ 1,096,942 Supplemental disclosure of cash flow information: Deferred offering costs included in accrued offering costs $ 303,080 Deferred offering costs paid through promissory note – related party $ 142,574 Reclass balance due from Sponsor to promissory note $ 178,493 Deferred underwriting fee payable $ 9,200,000 The accompanying notes are an integral part of these financial statements. F- 6 CAL REDWOOD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Cal Redwood Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on January 7, 2025 . The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of December 31, 2025, the Company had not commenced any operations. All activity for the period from January 7, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the Initial Public Offering (“Initial Public Offering”), which is defined below and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Cal Redwood Sponsor LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on May 22, 2025. On May 27, 2025, the Company consummated the Initial Public Offering of 23,000,000 units at $ 10.00 per unit (the “Units”), as discussed in Note 3, which includes the full exercise of the over-allotment option by the Sponsor and the underwriters of 3,000,000 Units, generating gross proceeds of $ 230,000,000 . Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 660,000 Private Placement Units (the “Private Placement Units”) to the Sponsor and the underwriters at a price of $ 10.00 per Unit in a private placement, generating gross proceeds of $ 6,600,000 . Each Unit and Private Placement Unit consists of one Class A ordinary share (“public share” or “Class A ordinary share”) and one right entitling the holder thereof to receive tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). Transaction costs amounted to $ 14,320,654 , consisting of $ 4,600,000 of cash underwriting fee, $ 9,200,000 of deferred underwriting fee, and $ 520,654 of other offering costs. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account, if any) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering on May 27, 2025, an amount of $ 230,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the proceeds of the sale of the Private Placement Units, were deposited in a Trust Account (the “Trust Account”) and were invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering (May 27, 2027) or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. F- 7 The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial 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 shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, if any), divided by the number of then outstanding public shares, subject to limitations. The initial amount in the Trust Account was $ 10.00 per public share. The Public Shares were recorded at were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company has only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will 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 (less the amount of taxes payable, if any, and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Class B ordinary shares, par value of $ 0.0001 per share (“founder shares” or “Class B ordinary shares”), private placement shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares or private placement shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, if any, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. F- 8 Liquidity, Capital Resources and Going Concern The Company’s liquidity needs up to December 31, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 300,000 (see Note 5). As of December 31, 2025, the Company had cash of $ 1,096,942 and a working capital surplus of $ 1,019,496 . In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, any of its affiliates, or our officers or directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $ 2,500,000 of such Working Capital Loans may be converted into Units of the post-Business Combination entity at a price of $ 10.00 per Unit. The Units would be identical to the Private Placement Units. As of December 31, 2025, the Company had no borrowings under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 204-50, “Presentation of Financial Statements - Going Concern”, the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has the Completion Window to complete the initial Business Combination. Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statement. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company 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, 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. The JOBS Act provides that a 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. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. F- 9 Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 1,096,942 in cash and no cash equivalents as of December 31, 2025. Investments Held in Trust Account At December 31, 2025, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. The Company accounts for its marketable securities as trading securities under ASC Topic 320, “Investments—Debt and Equity Securities,” where securities are presented at fair value on the balance sheet. Gains and losses resulting from the change in fair value of marketable securities held in the Trust Account are included in earnings on investments held in Trust Account in the statements of operations. The Company’s investments held in the Trust Account are classified as a Level 1 in the fair value hierarchy, see Note 8. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs The Company complies with the requirements of ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and share rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the rights and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the rights included in the Units and the Private Placement Units were charged to shareholders' equity as the rights included in the Units and Private Placement Units, after management's evaluation, were accounted for under equity treatment. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. F- 10 Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. This presentation assumes a Business Combination as the most likely outcome. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary share does not consider the effect of the rights issued in connection with the Initial Public Offering and the Private Placement to receive one tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination in the calculation of diluted income per ordinary share, because their exercise is contingent upon future events. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the date they were no longer contingent to determine the dilutive impact of these shares. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For Period from January 7, 2025 (Inception) Through December 31, 2025 Redeemable Class A Non-redeemable Class A and Class B Basic net income per share: Numerator: Allocation of net income $ 3,267,006 $ 1,787,943 Denominator: Basic weighted-average shares outstanding 14,030,641 7,678,585 Basic net income per ordinary share $ 0.23 $ 0.23 For Period from January 7, 2025 (Inception) Through December 31, 2025 Redeemable Class A Non-redeemable Class A and Class B Diluted net income per share: Numerator: Allocation of net income $ 3,209,361 $ 1,845,588 Denominator: Diluted weighted-average shares outstanding 14,030,641 7,834,558 Diluted net income per ordinary share $ 0.23 $ 0.23 Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. F- 11 ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction 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’s tax provision was zero for the period presented. Class A Ordinary Shares Subject to Possible Redemption The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100 % of the public shares if the Company does not complete an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC Topic 480-10-S99, the Company classifies Class A ordinary shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Shares Amount Gross proceeds 23,000,000 $ 230,000,000 Less: Proceeds allocated to Public Rights ( 3,404,000 ) Public Shares issuance costs ( 14,094,400 ) Plus: Accretion of carrying value to redemption value 23,131,965 Class A ordinary shares subject to possible redemption, December 31, 2025 23,000,000 $ 235,633,565 Share-Based Compensation The Company records share-based compensation in accordance with ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued by multiplying the marketable value per founder share (defined in Note 5) by the probability of successful closing of an initial Business Combination. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations. F- 12 Recent Accounting Pronouncements In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on May 27, 2025, the Company sold 23,000,000 Units at a purchase price of $ 10.00 per Unit for a total of $ 230,000,000 , which includes the full exercise of the underwriters’ over-allotment option in the amount of 3,000,000 units. Each Unit has a price of $ 10.00 and consists of one Class A ordinary share and one right (“Public Right”) entitling the holder thereof to receive one tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination. NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering on May 27, 2025, the Sponsor purchased an aggregate of 430,000 Private Placement Units, each Unit consisting of one Class A ordinary share and one right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination (“Private Placement Rights”), at a price of $ 10.00 per unit, in a private placement for an aggregate purchase price of $ 4,300,000 . The underwriters used a portion of their underwriting discount and commission to purchase an aggregate of 230,000 Private Placement Units at a price of $ 10.00 per Unit, for an aggregate purchase price of $ 2,300,000 . The Private Placement Units are identical to the Public Units sold in the Initial Public Offering except that, so long as they are held by the Sponsor or their permitted transferees, the Private Placement Units (including their component securities) (i) may not (including the Class A ordinary shares issuable upon conversion of these Private Placement Rights), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination and (ii) will be entitled to registration rights. The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares or private placement shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. F- 13 NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 11, 2025, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.003 per share, for which the Company issued 7,665,900 founder shares to the Sponsor (up to 999,900 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised), for a purchase price of approximately $ 0.003 per share. On May 27, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 999,900 founder shares are no longer subject to forfeiture. In April and May 2025, the Sponsor transferred a total of 90,000 founder shares to the three independent directors ( 30,000 each) for an aggregate consideration of $ 0.003 per share, or an aggregate total amount of $ 270 . The transfer of the founder shares to the independent director nominees is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 90,000 founder shares granted to the Company’s independent directors on their respective grant dates in April and May 2025 has an aggregate total of $ 132,300 , or $ 1.47 per share. The transfer of founder shares required the directors to continue as such at the date of the Initial Public Offering, thus, the total fair value of $ 132,300 was recorded as compensation expense on the respective grant dates in April and May 2025. The fair value of the founder shares was derived through a third-party valuation in which the implied Class A share price of $ 9.80 is multiplied by the market adjustment of 15 %. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up. Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing and unsecured. The promissory note was payable on the earlier of June 30, 2025 and the date the Company consummated the Initial Public Offering. As of December 31, 2025, the Company owed $ 301 under the promissory note. Borrowings under the note are no longer available. Due to Affiliates From time to time, officers and directors of the Company may pay expenses on behalf of the Company. Amounts paid on behalf of the Company are non-interest bearing and due on demand. At December 31, 2025, the Company owed $ 29,694 to affiliates of the Company and reports this amount as due to affiliates on the balance sheet. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 2,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post Business Combination entity at a price of $ 10.00 per Unit at the option of the lender. As of December 31, 2025, no such Working Capital Loans were outstanding. F- 14 NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. Registration Rights The holders of the founder shares, Private Placement Units and the Class A ordinary shares underlying such Private Placement Units and Private Placement Rights and units that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed prior to the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The underwriters and/or their designees may not exercise their demand and piggyback registration rights after five and seven years after the commencement of the Initial Public Offering and may not exercise their demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters’ Agreement The underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. On May 27, 2025, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a price of $ 10.00 per Unit. The underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit, or $ 4,600,000 in the aggregate. Of this amount, $ 0.10 per Unit was paid to the underwriters upon the closing of the Initial Public Offering in cash and $ 0.10 per Unit was used by the underwriters to purchase Private Placement Units. Additionally, the underwriters are entitled to a deferred underwriting discount of $ 0.40 per Unit, or $ 9,200,000 in the aggregate payable to the underwriters for deferred underwriting commissions on amounts remaining in the Trust Account after all redemptions by public shareholders have been met. The deferred underwriting discount is payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination. F- 15 NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each. At December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $ 0.0001 each. At December 31, 2025, there were 660,000 Class A ordinary shares issued and outstanding, excluding 23,000,000 shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $ 0.0001 each. As of December 31, 2025, there were 7,665,900 Class B ordinary shares issued and outstanding (up to 999,900 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised). On May 27, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 999,900 founder shares are no longer subject to forfeiture. The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, approximately 25 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (excluding the Class A ordinary shares underlying the Private Placement Units), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent shares issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with charter amendments prior to an initial Business Combination or an initial Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50 % of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. F- 16 Rights — Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one ordinary share underlying each right upon consummation of the Business Combination. If the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the public shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. NOTE 8. FAIR VALUE MEASUREMENT 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in 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. 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. At the date of the Initial Public Offering, May 27, 2025, the fair value of the Public Rights was determined to be $ 3,404,000 or $ 0.148 per Public Right. The Public Right valuation was determined based on the market value of the associated Public Units, with a market adjustment which takes into account low market volatility, the likelihood of closing on a business combination and the possibility of a post-acquisition decline in the stock price. The Public Rights have been classified within shareholders’ deficit and will not require remeasurement after issuance. Valuation of the Public Rights is considered a Level 3 valuation. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Rights: May 27, 2025 Unit price $ 10.03 Pre-adjusted value per Public Right $ 0.99 Market adjustment (1) 15.0 % Fair value per Public Right $ 0.148 (1) Market adjustment reflects additional factors not fully captured by low volatility selection, which may include likelihood of Business Combination occurring, market perception or lack of available or suitable targets, or possible post-acquisition decline of stock price prior to beginning of the exercise period. The adjustment is determined by comparing traded Public Right prices to simulated model outputs. The market adjustment was determined by calibrating traded Public Rights prices as of the valuation dates. At December 31, 2025, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills and are presented at fair value on the balance sheet. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Level 2025 Assets: U.S. Treasury Bills 1 $ 235,632,380 F- 17 NOTE 9. SEGMENT INFORMATION ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Executive Officer and the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following: December 31, 2025 Cash $ 1,096,942 Cash and investments held in Trust Account $ 235,633,565 For the Period from January 7, 2025 (Inception) Through December 31, 2025 General and administrative costs $ 467,994 Earnings on investments held in Trust Account $ 5,633,565 The accounting policies used to measure the net income or loss of the segment are the same as those described in the summary of significant accounting policies. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis. The CODM reviews earnings on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement. All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F- 18 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CAL REDWOOD ACQUISITION CORP. Dated: March 31, 2026 By: /s/ Daven Patel Daven Patel Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 31, 2026. Signatures Capacity in Which Signed /s/ Daven Patel Chief Executive Officer and Director Daven Patel (Principal Executive Officer) /s/ James Chan Chief Financial Officer James Chan (Principal Financial and Accounting Officer) /s/ Vivek Ranadivé Chairman of the Board and President Vivek Ranadivé /s/ Eric C.W. Dunn Director Eric C.W. Dunn /s/ Sanjay Subhedar Director Sanjay Subhedar /s/ Lori Wright Director Lori Wright 77