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Item 1. Financial Statements

2026-08-17 compared with 2026-05-15 · 193 added, 199 removed, 522 unchanged (43% of the section changed)

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BALANCE SHEETS

March 31, 2026

June 30, 2026

Current Assets:

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$ 128,228,025

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

LIABILITIES, SHARE SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:

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Commitments and contingencies (Note 6)

Class A Ordinary Share, $ 0.0001

and 0 shares subject to possible redemption at $ 10.05

and $ 0.00 per share at March 31, 2026 and December 31, 2025, respectively

Class A Ordinary Share, $ 0.0001 par value;

12,515,000 and 0 shares subject to possible redemption at $ 10.12 and $ 0.00 per share at June 30, 2026 and December 31, 2025, respectively

Shareholders’ Equity (Deficit):

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20,000,000 shares authorized;

none issued and outstanding

Class A ordinary shares, $ 0.0001

par value, 440,000,000

shares authorized, 315,000

and 0 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

none issued or outstanding

Class A ordinary shares, $ 0.0001 par value, 440,000,000 shares authorized, 315,000 and 0 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively, excluding 12,515,000 shares subject to possible redemption

Class B ordinary shares,

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shares authorized, 4,171,667

shares issued and outstanding at March 31, 2026 and December 31, 2025 (1)

4,791,667 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively (1)

Ordinary shares, value

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$ 128,228,025

an aggregate of up to 625,000

of December 31, 2025, includes 625,000

Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters

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units at the public offering price (see note 7).

Subsequent to March 31, 2026, the underwriters did not exercise the remaining

portion of the over-allotment option, and the option expired unexercised at the end of the 45-day period following the closing of

the Initial Public Offering.

As a result, 620,000

The underwriters did not exercise the remaining portion of the over-allotment

option, and the option expired unexercised at the end of the 45-day period following the closing of the Initial Public Offering.

a result, 620,000

Class B ordinary shares were surrendered on April 11, 2026.

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1 ACQUISITION CORP.

CONDENSED STATEMENT OF OPERATIONS

THE THREE MONTHS ENDED MARCH 31, 2026

Formation and operating expenses

CONDENSED STATEMENTS OF OPERATIONS

General and administrative expenses

TOTAL EXPENSES

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Basic and diluted net income per share, Class A ordinary shares

Weighted average shares outstanding of Non-redeemable Class A and B Ordinary

Shares, basic (1)

Weighted average shares outstanding of Non-redeemable Class B Ordinary Shares, basic (1)

Basic net income per share, Non-redeemable Class B ordinary shares

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Diluted net income per share, Non-redeemable Class B ordinary shares

an aggregate of up to 625,000

Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters

(see Note 5).

Shares and associated accounts have been retroactively restated to reflect the surrender of 958,333

Shares and associated accounts have been retroactively

restated to reflect the surrender of 958,333

Class B ordinary shares for no consideration on February 23, 2026.

On February 26, 2026, the underwriters partially exercised their

over-allotment option and purchased an additional 15,000

On February 26, 2026, the underwriters partially exercised their over-allotment

option and purchased an additional 15,000

units at the public offering price (see note 7).

Subsequent to March 31, 2026, the underwriters did not exercise the remaining

portion of the over-allotment option, and the option expired unexercised at the end of the 45-day period following the closing of

the Initial Public Offering.

As a result, 620,000

The underwriters did not exercise the remaining portion of the over-allotment option,

and the option expired unexercised at the end of the 45-day period following the closing of the Initial Public Offering.

Class B ordinary shares were surrendered on April 11, 2026.

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1 ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Class A Ordinary Shares

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4,791,667 (1)

Private placement, proceeds

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Balance, March 31, 2026

an aggregate of up to 625,000

Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters

(see Note 5).

Shares and associated accounts have been retroactively restated to reflect the surrender of 958,333

Class B ordinary shares for no consideration on February 23, 2026.

On February 26, 2026, the underwriters partially exercised their

over-allotment option and purchased an additional 15,000

units at the public offering price (see note 7).

Subsequent to March 31, 2026, the underwriters did not exercise the remaining

portion of the over-allotment option, and the option expired unexercised at the end of the 45-day period following the closing of

the Initial Public Offering.

As a result, 620,000

Class B ordinary shares were surrendered on April 11, 2026.

Accretion for Class A ordinary shares subject to possible redemption

( 1,088,401 )

Forfeiture of Class B ordinary shares

Balance, June 30, 2026

Includes 625,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the

underwriters (see Note 5).

Shares and associated accounts have been retroactively restated to reflect the surrender of 958,333 Class

B ordinary shares for no consideration on February 23, 2026.

On February 26, 2026, the underwriters partially exercised their over-allotment

option and purchased an additional 15,000 units at the public offering price (see note 7).

The underwriters did not exercise the

remaining portion of the over-allotment option, and the option expired unexercised at the end of the 45-day period following the

closing of the Initial Public Offering.

As a result, 620,000 Class B ordinary shares were surrendered on April 11, 2026.

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

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CONDENSED STATEMENT OF CASH FLOWS

THE THREE MONTHS ENDED MARCH 31, 2026

THE SIX MONTHS ENDED JUNE 30, 2026

Cash Flows Used in Operating Activities:

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Interest income earned on cash held in Trust account

( 1,508,210 )

Change in fair value of over-allotment derivative liability

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Cash at end of period

Supplemental Disclosure of cash flow information:

Non-cash investing and financing activities

Deferred offering costs included in accrued formation and offering costs

Prepaid expenses included in accrued formation and offering costs

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

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

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

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

All activity for the period from September 11, 2025 (inception) through

March 31, 2026, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which

June 30, 2026, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which

is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of an 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.

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

The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

has selected December 31 as its fiscal year end.

February 25, 2026, the Company consummated its Initial Public Offering of 12,500,000 units (the “Public Units” and, with

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costs amounted to $ 1,197,592 , consisting of underwriter’s commission of $ 625,000 , and $ 572,592 of other offering costs.

Company’s management has broad discretion with respect to the specific application of the net proceeds of this offering and the

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

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

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There is no assurance that the Company will

be able to successfully affect a Business Combination.

be able to successfully effect a Business Combination.

Upon the closing of the Initial Public Offering, management has agreed that $ 10.00

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a Business Combination.

Additionally, each Public Shareholder may elect to redeem their Public Shares without voting and, if they do

vote, irrespective of whether they vote for or against the proposed Business Combination.

Notwithstanding

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distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

The underwriters

have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company

does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other

funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution,

it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering

price per Unit ($ 10.00 ).

order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent

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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 this offering against certain liabilities,

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.

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

interim results for the three ended March 31, 2026, are not necessarily indicative of the results to be expected for the year ending

December 31, 2026 or for any future periods.

information included in this Form 10-Q should be read in conjunction with information included in the Company’s Form 8-K/A filed

with the SEC on March 5, 2026, the audited financial statements and notes thereto included in the Company’s Registration Statement

on Form S-1, and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 15,

interim results for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the

year ending December 31, 2026 or for any future periods.

and Capital Resources

of March 31, 2026, the Company had cash of $ 1,556,851 and working capital of $ 1,722,262 .

of June 30, 2026, the Company had cash of $ 1,406,691 and working capital of $ 1,563,984 .

to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the

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or impossible because of the potential differences in accounting standards used.

preparation of 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 expenses during the reporting period.

preparation of the unaudited condensed 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting

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.

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 unaudited condensed 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.

and Cash Equivalents

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

The Company did no t have any cash equivalents as of March 31, 2026 and December 31, 2025.

Company considers all short-term investments held outside the Trust Account with an original maturity of three months or less when

purchased to be cash equivalents.

The Company did no t

have any cash equivalents as of June 30, 2026 and December 31, 2025.

Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses

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the rights, after management’s evaluation, were accounted for under equity treatment.

of March 31, 2026 and December 31, 2025, the Company had deferred offering costs of $ 0 and $ 252,543 , respectively.

of June 30, 2026 and December 31, 2025, the Company had deferred offering costs of $ 0 and $ 252,543 , respectively.

Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax

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tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June

30, 2026 and December 31, 2025.

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is currently no taxation imposed on income by the Government of the Cayman Islands.

In accordance with Cayman income tax regulations,

income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statements.

In accordance with Cayman income tax

regulations, income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s

unaudited condensed financial statements.

Income per Ordinary Share

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the two classes of shares.

income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the

period, excluding ordinary shares subject to forfeiture.

As of March 31, 2026, the Company did not have any dilutive securities and other

contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

earnings per share differs from basic earnings per share.

For diluted earnings per share, the forfeited Class B ordinary shares are considered

forfeited at the beginning of the period presented.

For basic earnings per share, the forfeited Class B ordinary shares are considered

forfeited on the date of forfeiture.

income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during

the period, excluding ordinary shares subject to forfeiture.

As of June 30, 2026, the Company, except as noted below, did not have

any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share

in the earnings of the Company.

Diluted earnings per share differs from basic earnings per share.

For diluted earnings per share,

the forfeited Class B ordinary shares are considered forfeited at the beginning of the period presented.

For basic earnings per

share, the forfeited Class B ordinary shares are considered forfeited on the date of forfeiture.

calculation of diluted net income (loss) per ordinary share does not consider the effect of the rights issued in connection with the

Initial Public Offering and the private placement of the Private Placement Units to receive an aggregate of 2,566,000 ordinary shares

in the calculation of diluted income (loss) per ordinary share, because their issuance is contingent upon future events.

following table reflects the calculation of basic net income per ordinary share.

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Three Months Ended

A ordinary shares

Six Months Ended

June 30, 2026

Class A ordinary shares

Allocation of net income

Weighted average shares outstanding

income per Class A Ordinary Share

Net income per Class A Ordinary Share

Class B Non-redeemable ordinary shares

Allocation of

Allocation of net income

Weighted average shares outstanding

income per Class B Ordinary Share

The following table reflects the calculation of basic

and diluted net income per ordinary share.

Net income per Class B Ordinary Share

following table reflects the calculation of diluted net income per ordinary share.

Three Months Ended

March 31, 2026

Six Months Ended

June 30, 2026

Class A ordinary shares

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Held in Trust Account

of March 31, 2026 and December 31, 2025, the Company had $ 125,569,810 and $ 0 Cash Held in Trust Account.

of June 30, 2026 and December 31, 2025, the Company had $ 126,658,210 and $ 0, respectively, Cash Held in Trust Account.

Value of Financial Instruments

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approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

As of March 31, 2026, there

were no assets or liabilities that qualify as financial instruments.

Value Measurements

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These tiers include:

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

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;

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.

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;

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.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

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and accumulated deficit.

Accordingly, as of March 31, 2026, Class A ordinary shares subject to possible redemption are presented at redemption

Accordingly, as of June 30, 2026, Class A ordinary shares subject to possible redemption are presented at redemption

value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

of March 31, 2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following

of June 30, 2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following

OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

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Class A shares subject to possible redemption March 31, 2026

Remeasurement of carrying value to redemption value

Class A shares subject to possible redemption June 30, 2026

$ 126,658,210

Accounting Standards

does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material

effect on the Company’s unaudited condensed financial statements.

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to the Initial Public Offering, the Company sold 12,500,000 Units at a purchase price of $ 10.00 per Unit.

Each Unit consists of one

Class A ordinary share and one right to receive one-fifth (1/5) of a Class A ordinary share upon the consummation of an initial Business Combination.

Each Unit consists of one Class

A ordinary share and one right to receive one-fifth (1/5) of a Class A ordinary share upon the consummation of an initial Business Combination.

Each five rights entitle the holder thereof to receive one Class A ordinary share at the closing of an initial Business Combination.

The Company will not issue fractional ordinary shares.

February 26, 2026, the underwriters partially exercised their over-allotment option and purchased an additional 15,000 units at the public

offering price, resulting in additional gross proceeds to the Company of $ 150,000 , before underwriting discounts and commissions.

4 - PRIVATE PLACEMENT

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by the Sponsor of 958,333 Class B ordinary shares for no consideration on February 23, 2026 and 4,791,667 Class B ordinary shares were

to 625,000 Founder Shares held by the Sponsor are subject to forfeiture by the holders thereof depending on the extent to which the underwriters’

over-allotment option is exercised, so that the number of Founder Shares will collectively represent 25 % of the Company’s issued

outstanding as of December 31, 2025.

to 625,000 Founder Shares held by the Sponsor were subject to forfeiture by the holders thereof depending on the extent to which the underwriters’

over-allotment option was exercised, so that the number of Founder Shares will collectively represent 25 % of the Company’s issued

and outstanding shares upon the completion of the Initial Public Offering.

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offering price.

Subsequent to March 31, 2026, the underwriters did not exercise the remaining portion of the over-allotment option, and

the option expired unexercised at the end of the 45-day period following the closing of the Initial Public Offering.

As a result, 620,000 Class B ordinary shares were surrendered in April

The underwriters did not exercise the remaining portion of the over-allotment option, and the option expired unexercised

at the end of the 45-day period following the closing of the Initial Public Offering.

As a result, 620,000 Class B ordinary shares were

surrendered in April 2026, resulting in 4,171,667 Class B ordinary shares outstanding as of June 30, 2026.

founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares

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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 such time period and to liquidating distributions from assets outside the Trust Account and (D) vote any founder shares

held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions)

distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business

Combination within such time period and to liquidating distributions from assets outside the Trust Account and (D) vote any founder shares

held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions)

in favor of the initial Business Combination (except that any public shares such parties may purchase in compliance with the requirements

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space, utilities and secretarial and administrative support.

For the three months ended March 31, 2026, the Company incurred expense

of $ 15,000 under this agreement.

As of March 31, 2026 and December 31, 2025, there was no outstanding balance.

For the three and six months ended June 30, 2026, the Company incurred expense

of $ 45,000 and $ 60,000 , respectively, under this agreement.

As of June 30, 2026 and December 31, 2025, there was no outstanding balance.

Note - Related Party

Sponsor has agreed to loan the Company up to $ 500,000

under an unsecured promissory note to be used for a portion of the expenses of this offering.

These loans are non-interest bearing,

unsecured and are due at the earlier of December 31, 2025, or the closing of the Initial Public Offering.

As of March 31, 2026 and

December 31, 2025, there was $ 0

outstanding under such promissory note.

The promissory note is no longer available for borrowing.

Sponsor agreed to loan the Company up to $ 500,000

under an unsecured promissory note to be used for a portion of the expenses of the Initial Public Offering.

These loans were

non-interest bearing, unsecured and were due at the earlier of March 31, 2026, or the closing of the Initial Public Offering.

outstanding principal of $ 371,155 under the promissory note was repaid in full upon the closing of the Initial Public Offering and

is no longer available for borrowing.

As of June 30, 2026 and December 31, 2025, there was $ 0

and $ 371,155 , respectively, outstanding under such promissory note.

Capital Loans

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the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of March 31,

As of June 30,

2026 and December 31, 2025, there was no amount outstanding under the Working Capital Loans.

Sponsor has funded certain Company expenses.

As of March 31, 2026 and December 31, 2025, the outstanding balance was $ 0 and $ 275,875 ,

respectively, and is due on demand.

As of June 30, 2026 and December 31, 2025, the outstanding balance was $ 0 and $ 275,875 ,

respectively, and was due on demand.

The amount was paid in full at the Initial Public Offering.

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holders of the Founder Shares and Private Placement Units (and the securities comprising such units and any ordinary shares issuable

upon conversion of the rights and upon conversion of the Founder Shares) are entitled to registration rights pursuant to the

registration rights agreements signed prior to or on the effective date of the Initial Public Offering requiring the Company to

register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares).

holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company

In addition, the holders have certain “piggy-back” registration rights with respect to

registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for

resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreements provide that the

Company will not be required to effect or permit any registration or cause any registration statement to become effective until the

securities covered thereby are released from their lock-up restrictions.

The Company will bear the expenses incurred in connection

with the filing of any such registration statements.

upon conversion of the rights and upon conversion of the Founder Shares) are entitled to registration rights pursuant to the registration

rights agreements signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities

for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares).

The holders of these securities are

entitled to make up to three demands, excluding short form registration demands, that the Company register such securities.

the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion

of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities

However, the registration rights agreements provide that the Company will not be required to effect or permit any registration or

cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions.

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

Company granted the underwriters a 45-day option to purchase up to 1,875,000 additional Units at the Initial Public Offering price less

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purchased an additional 15,000 units at the public offering price.

Subsequent to March 31, 2026, the underwriters did not exercise the

remaining portion of the over-allotment option, and the option expired unexercised at the end of the 45-day period following the closing

of the Initial Public Offering.

underwriters were paid an underwriting discount of $ 0.05 per unit, or $ 625,000 in the aggregate, upon the closing of the Initial Public

The underwriters did not exercise the remaining portion of the over-allotment

option, and the option expired unexercised at the end of the 45-day period following the closing of the Initial Public Offering.

underwriters were paid an underwriting discount of $ 0.05 per unit, or $ 625,000 in the aggregate, on the 12,500,000 Units sold in the Initial Public Offering.

7 – SHAREHOLDERS’ EQUITY (DEFICIT)

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of Class A ordinary shares are entitled to one vote for each share.

As of March 31, 2026 and December 31, 2025, there were 315,000 and

no Class A ordinary shares issued or outstanding, excluding 12,515,000 Class A ordinary shares subject to possible redemption.

B Ordinary Shares - The Company is authorized to issue 40,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

As of June 30, 2026 and December 31, 2025, there were 315,000 and

no Class A ordinary shares issued and outstanding, excluding 12,515,000 Class A ordinary shares subject to possible redemption.

B Ordinary Shares - The Company is authorized to issue 40,000,000

Class B ordinary shares with a par value of $ 0.0001

of Class B ordinary shares are entitled to one vote for each share.

As of March 31, 2026 and December 31, 2025, there were 4,791,667

Class B ordinary shares issued and outstanding, up to 625,000 of which are subject to forfeiture by the Sponsor depending on the extent

to which the underwriters’ over-allotment option is exercised.

Shares and associated accounts have been retroactively restated

to reflect the surrender by the Sponsor of 958,333 Class B ordinary shares for no consideration on February 23, 2026.

On February 26,

2026, the underwriters partially exercised their over-allotment option and purchased an additional 15,000 units at the public offering

Subsequent to March 31, 2026, the underwriters did not exercise the remaining portion of the over-allotment option, and the option

expired unexercised at the end of the 45-day period following the closing of the Initial Public Offering.

As a result, 620,000 Class B ordinary shares were surrendered in April

As of December 31, 2025, there were 4,791,667

Class B ordinary shares issued and outstanding, up to 625,000

of which were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option

was exercised in the Initial Public Offering.

Shares and associated accounts have been retroactively restated to reflect the surrender by the Sponsor of 958,333

Class B ordinary shares for no consideration on February 23, 2026.

On February 26, 2026, the underwriters partially exercised their

over-allotment option and purchased an additional 15,000

units at the public offering price.

The underwriters did not exercise the remaining portion of the over-allotment option, and the

option expired unexercised at the end of the 45-day period following the closing of the Initial Public Offering.

As a result, 620,000

Class B ordinary shares were surrendered in April 2026, and as of June 30, 2026, there were 4,171,667 Class B ordinary shares issued and outstanding.

holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination.

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agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance

arrangements that differ from those in effect upon completion of this offering.

arrangements that differ from those in effect upon completion of the Initial Public Offering.

Founder Shares are designated as Class B ordinary shares and will automatically convert at a ratio of one-for-one into Class A ordinary

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Business Combination.

– There were 12,815,000 and no rights outstanding as of March 31, 2026 and December 31, 2025.

– There were 12,830,000 and no rights outstanding as of June 30, 2026 and December 31, 2025, respectively.

Except in cases where the Company

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8 - SEGMENT INFORMATION

Topic 280, “Segment Reporting,” establishes standards for companies to report in their unaudited condensed financial

statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are

defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the

Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

Topic 280, “Segment Reporting,” establishes standards for companies to report in their unaudited condensed financial statements

information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components

of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating

decision maker, or group, in deciding how to allocate resources and assess performance.

Company’s chief operating decision maker has been identified as the Chief Financial Officer (“CODM”), who reviews the

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Accordingly, management has determined that the Company only has one operating segment.

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 statement 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.

and operating 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 formation and operating expenses to

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 unaudited condensed 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.

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 adminstrative expenses to

manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Formation and operating

expenses, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

Formation and

operating expenses, as reported on the unaudited condensed statements of operations, are the significant segment expenses provided to

the CODM on a regular basis.

and liabilities are reviewed and monitored by the CODM to manage to ensure enough capital is available to support ongoing operations

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balance sheet, are the significant assets and liabilities provided to the CODM on a regular basis.

segment items included in net loss are reported on the statement of operations and described within their respective disclosures.

segment items are included in assets and liabilities on the balance sheet and described within their respective disclosures.

segment items included in net income are reported on the unaudited condensed statements of operations and described within their

respective disclosures.

segment items are included in assets and liabilities on the unaudited condensed balance sheet and described within their respective

FAIR VALUE MEASUREMENTS

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10 - SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date through May 15, 2026, the date that

the unaudited condensed 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 unaudited condensed financial statements, except for the events listed

connection with the Company’s Initial Public Offering, the Company granted the underwriters a 45-day option to purchase additional

Units to cover over-allotments, if any.

The underwriters partially exercised this option on February 26, 2026.

Subsequent to March 31,

2026, the underwriters did not exercise the remaining portion of the over-allotment option, and the option expired unexercised at the

end of the 45-day period following the closing of the Initial Public Offering.

As a result, 620,000 Class B ordinary shares were surrendered on April

Company evaluated subsequent events and transactions that occurred after the balance sheet date through August 14, 2026, the date

that the unaudited condensed 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 unaudited condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements