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Item 1. Financial Statements

2026-08-14 compared with 2026-05-14 · 100 added, 73 removed, 287 unchanged (38% of the section changed)

1 unchanged sentence

BORAL ACQUISITION I CORP.

UNAUDITED BALANCE SHEETS

BALANCE SHEETS

Current Assets:

6 unchanged sentences

Total Assets $ 292,146,886 $ 185,954

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:

AND SHAREHOLDERS’ EQUITY (DEFICIT)

Accrued expenses and offering costs $ 71,278 $ 60,670

3 unchanged sentences

Class A ordinary shares, $ 0.0001 par value;

28,750,000 and 0 shares subject to possible redemption as of March 31, 2026 and December 31, 2025, respectively, at $ 10.05 and $ 0.00 per share, respectively.

28,750,000 and 0 shares subject to possible redemption as of June 30, 2026 and December 31, 2025, respectively, at $ 10.14 and $ 0.00 per share, respectively.

291,524,262 -

Shareholders’ Equity (Deficit):

Preferred stock, $ 0.0001 par value;

Shareholders’

Equity (Deficit):

Preferred shares, $ 0.0001 par value;

5,000,000 shares authorized;

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

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

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

2,200,000 and none issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 220 -

2,200,000 and none issued and outstanding as of June 30, 2026 and December 31, 2025, respectively 220 -

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

12,321,429 issued and outstanding as of March 31, 2026 and December 31, 2025 (1) 1,232 1,232

12,321,429 issued and outstanding as of June 30, 2026 and December 31, 2025 (1) 1,232 1,232

Additional paid-in capital - 23,768

4 unchanged sentences

No Class B ordinary shares were forfeited as, in connection with the Initial Public Offering, the underwriters fully exercised the over-allotment option.

The accompanying notes are an integral part of

these unaudited financial statements.

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

BORAL ACQUISITION I CORP.

UNAUDITED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

2026, AND FOR THE PERIOD FROM APRIL 3, 2025

(INCEPTION) THROUGH JUNE 30, 2025

Formation and operating expenses $ 183,608 $ 309,935 $ -

2 unchanged sentences

TOTAL OTHER INCOME 2,650,775 4,024,262 -

Net income $ 1,247,160

Net income (loss) $ 2,467,167 $ 3,714,327 $ -

Weighted average shares outstanding of Redeemable Class A Ordinary shares, basic and diluted 28,750,000 21,919,890 -

Basic and diluted net income per share, Redeemable Class A ordinary shares $ 0.04

Basic and diluted net income (loss) per share, Redeemable Class A ordinary shares $ 0.06 $ 0.10 $ -

Weighted average shares outstanding of Non-redeemable Class A and B Ordinary Shares, basic and diluted 14,521,429 13,998,777 12,321,429

Basic and diluted net income per share, Non-redeemable Class A and B ordinary shares $ 0.04

The accompanying notes are an integral part of

these unaudited financial statements.

Basic and diluted net income (loss) per share, Non-redeemable Class A and B ordinary shares $ 0.06 $ 0.10 $ 0.00

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

BORAL ACQUISITION I CORP.

UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDERS’

(DEFICIT) EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

2026, AND FOR THE PERIOD FROM APRIL 3, 2025 (INCEPTION) THROUGH JUNE 30, 2025

Ordinary Shares

10 unchanged sentences

Balance, March 31, 2026 2,200,000 $ 220 12,321,429 $ 1,232 $ - $ 733,502 $ 734,954

Remeasurement of Class A ordinary shares subject to possible redemption - - - - - ( 2,650,775 ) ( 2,650,775 )

Net income - - - - - 2,467,167 2,467,167

Balance, June 30, 2026 2,200,000 $ 220 12,321,429 $ 1,232 $ - $ 549,894 $ 551,346

Ordinary Shares

Retained Earnings

Shareholders’

Balance, April 3, 2025 (inception) - $ - - $ - $ - $ - $ -

Issuance of Class B Ordinary Shares to sponsor - - 12,321,429 1,232 23,768 - 25,000

Balance, June 30, 2025, (1) - $ - 12,321,429 $ 1,232 $ 23,768 $ - $ 25,000

1 Includes up to 1,607,143 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 7).

No Class B ordinary shares were forfeited as, in connection with the Initial Public Offering, the underwriters fully exercised the over-allotment option.

The accompanying notes are an integral part of

these unaudited financial statements.

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

BORAL ACQUISITION I CORP.

UNAUDITED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

STATEMENTS OF CASH FLOWS

THE SIX MONTHS ENDED JUNE 30, 2026, AND FOR THE PERIOD FROM APRIL 3, 2025 (INCEPTION) THROUGH JUNE 30, 2025

Cash Flows Used in Operating Activities:

Net income $ 1,247,160

Net income (loss) $ 3,714,327 $ -

Adjustments to reconcile:

1 unchanged sentence

Changes in operating assets and liabilities:

Deferred offering costs 16,925

Prepaid expenses ( 305,002 ) -

6 unchanged sentences

Proceeds from issuance of Class A shares subject to possible redemption 287,500,000 -

Repayment of Promissory Note - Related Party ( 167,129 )

Proceeds from Private Placement 2,000,000 -

Repayment of Promissory Note – Related Party ( 167,129 ) -

Payment of offering costs ( 976,590 ) -

6 unchanged sentences

Deferred offering costs included in accrued expenses and offering costs $ 40,670 $ -

Class B ordinary shares issued to the Sponsor for subscription receivable $ - $ 25,000

Fair value of representative shares $ 4,930,670 $ -

Offering costs charged to APIC $ 83,378

Offering costs charged to ordinary shares subject to redemption $ 5,943,966

Offering costs charged to Additional Paid-In Capital $ 83,578 $ -

Offering costs charged to Class A ordinary shares subject to possible redemption $ 5,943,966 $ -

Deferred offering costs paid through prepayment $ 25,000 $ -

Remeasurement of Class A ordinary shares subject to possible redemption $ 13,954,719 $ -

The accompanying notes are an integral part of

these unaudited financial statements.

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

BORAL ACQUISITION I CORP.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN CONSIDERATION

Boral Acquisition I Corp.

2 unchanged sentences

While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, the Company intends to identify and acquire a business where the Company believes the Company’s management teams’ and the Company’s affiliates’ expertise will provide the Company with a competitive advantage, including technology, healthcare and logistics industries.

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

All activity through March 31, 2026 related to the Company’s formation and the Initial Public Offering (as defined below).

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

All activity through June 30, 2026 related to the Company’s formation and the Initial Public Offering (as defined below).

The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest.

2 unchanged sentences

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

On February 12, 2026, the Company consummated its Initial Public Offering of 28,750,000 units (the “Public Units” and, with respect to the Class A ordinary shares and public warrants included in the Public Units, the “Public Shares”, and “Public Warrants”, respectively), including 3,750,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option.

On February 12, 2026, the Company consummated its initial public offering (the “Initial Public Offering”) of 28,750,000 units (the “Public Units” and, with respect to the Class A ordinary shares and public warrants included in the Public Units, the “Public Shares”, and “Public Warrants”, respectively), including 3,750,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option.

The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 287,500,000 (the “Public Proceeds”).

1 unchanged sentence

Boral Sponsor I LLC (the “Sponsor”) generating gross proceeds to the Company of $ 2,000,000 .

Transaction costs amounted to $ 6,027,544 , consisting of underwriter’s commission of $ 100,000 , fair value of representative shares of $ 4,930,670 and $ 996,874 of other offering costs.

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 Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

Transaction costs amounted to $ 6,027,544 , consisting of underwriting commissions of $ 100,000 , the fair value of the representative shares of $ 4,930,670 and $ 996,874 of other offering costs.

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 a Business Combination.

The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and Permitted Withdrawals on the interest income earned on the funds held in the Trust Account).

6 unchanged sentences

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public Share, plus any pro rata interest then in the Trust Account), net of taxes payable for the Company’s franchise and income taxes or funds for working capital requirements (“Permitted Withdrawals”).

There will be no redemption rights upon the completion of a Business Combination with respect to the Private Placement Warrants.

16 unchanged sentences

None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Going Concern Consideration

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, Presentation of Financial Statements—Going Concern, the Company was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before August 6, 2027.

The Company also has no approved plan in place to extend the business combination deadline beyond August 6, 2027.

Management has determined that the timing of liquidation raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these unaudited condensed financial statements.

No adjustments have been made to the carrying amounts of assets or liabilities.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

5 unchanged sentences

The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 1, 2026.

The interim results for the three months 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.

The 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.

Emerging Growth Company

14 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, cash was $ 513,684 and $ 25,000 , respectively.

The Company did not have any cash equivalents as of March 31, 2026 and December 31, 2025.

As of June 30, 2026 and December 31, 2025, cash was $ 317,622 and $ 25,000 , respectively.

The Company did not have any cash equivalents as of June 30, 2026 and December 31, 2025.

Offering Costs

3 unchanged sentences

Offering costs allocated to the Class A ordinary shares subject to possible redemption are charged to temporary equity, and offering costs allocated to the warrants included in the Public Units and Private Units are charged to shareholders’ equity as the warrants, after management’s evaluation, are accounted for under equity treatment.

As of March 31, 2026 and December 31, 2025, deferred offering costs were $ 0 and $ 135,954 , respectively.

As of June 30, 2026 and December 31, 2025, deferred offering costs were $ 0 and $ 135,954 , respectively.

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

4 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits as of March 31, 2026 and December 31, 2025 and no amounts accrued for interest and penalties.

There were no unrecognized tax benefits as of June 30, 2026 and December 31, 2025 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.

4 unchanged sentences

Cash Held in Trust Account

As of March 31, 2026 and December 31, 2025, the Company had $ 288,873,487 and $ 0 , respectively, in cash held in the Trust Account.

As of June 30, 2026 and December 31, 2025, the Company had $ 291,524,262 and $ 0 , respectively, in cash held in the Trust Account.

Derivative Financial Instruments

3 unchanged sentences

Warrant Instruments

The Company accounts for the Public and Private Warrants to be issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments under equity treatment

The Company accounts for the Public and Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments under equity treatment

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 (“FDIC”) limit of $ 250,000 and cash held in the trust with a financial institution, which, at times, may exceed the Securities Investor Protection Corporation (“SIPC”) limit of $ 250,000 .

The amount in the cash account exceeded the FDIC limit by $ 263,684 and $ 0 as of March 31, 2026 and December 31, 2025, respectively.

The amount in the cash account exceeded the FDIC limit by $ 67,622 and $ 0 as of June 30, 2026 and December 31, 2025, respectively.

The amount of cash held in the trust account exceeded the FDIC limit by $ 291,274,262 and $ 0 as of June 30, 2026 and December 31, 2025, respectively.

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition.

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The statement of operations includes a presentation of income per redeemable share and income per non-redeemable share following the two-class method of income per share.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The statement of operations includes a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income (loss) per share.

Income and losses are shared ratably based on the weighted average number of shares outstanding between the two classes of shares.

Remeasurement associated with the redeemable shares is excluded from earnings per share as the redemption value approximates fair value.

As of March 31, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares and then share in the earnings of the Company.

As a result, diluted income per ordinary share is the same as basic income per ordinary share for the period presented.

The following tables reflect the calculation of basic and diluted net income per ordinary share.

As of June 30, 2026, except as noted below, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares and then share in the earnings of the Company.

As a result, diluted income (loss) per ordinary share is the same as basic income per ordinary share for the period presented.

The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the private placement of the Private Placement Units to receive an aggregate of 7,237,500 ordinary shares in the calculation of diluted income (loss) per ordinary share, because their issuance is contingent upon future events.

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

Redeemable Class A Ordinary Shares

6 unchanged sentences

Basic and diluted net income per ordinary share $ 0.06 $ 0.10

Non-redeemable Class A and B Ordinary Shares

Allocation of net loss, basic and diluted $ -

Basic and diluted weighted average shares outstanding 12,321,429

Basic and diluted net loss per ordinary share $ 0.00

Fair Value of Financial Instruments

16 unchanged sentences

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, on March 31, 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.

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

Accordingly, on 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.

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

Gross proceeds $ 287,500,000

3 unchanged sentences

Class A shares subject to possible redemption as of March 31, 2026 288,873,487

Remeasurement of carrying value to redemption value 2,650,775

Class A shares subject to possible redemption as of June 30, 2026 $ 291,524,262

Recent Accounting Pronouncements

7 unchanged sentences

Each Private Unit consists of one Class A ordinary share and one-half of one warrant, with each whole warrant exercisable to purchase one Class A ordinary share, as described in (Note 8).

The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an initial Business Combination, subject to certain exceptions.

The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units will expire worthless.

The Private Placement Units (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an initial Business Combination, subject to certain exceptions.

RELATED PARTY TRANSACTIONS

3 unchanged sentences

As the underwriters’ over-allotment option was fully exercised, no shares were forfeited by the Sponsor.

The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units sold in the Initial Public Offering, and holders of founder shares have the same stockholder rights as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration rights;

(iii) the initial stockholders, officers, directors and members of the advisory board, pursuant to a letter agreement with the Company, and the representative of the underwriters, pursuant to the underwriting agreement, have agreed to (A) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with the completion of the initial business combination, (B) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with a stockholder vote to approve an amendment to the amended and restated articles of incorporation (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 stockholders’ rights or pre-initial business combination activity, (C) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private 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 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 of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction), (iv) the founder shares are automatically convertible 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 as described herein and in the amended and restated articles of incorporation, and (v) prior to the closing of the initial business combination, only holders of shares of Class B ordinary shares will be entitled to vote on the appointment and removal of directors.

The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units sold in the Initial Public Offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration rights;

(iii) the initial shareholders, officers, directors and members of the advisory board, pursuant to a letter agreement with the Company, and the representative of the underwriters, pursuant to the underwriting agreement, have agreed to (A) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with the completion of the initial business combination, (B) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with a shareholder vote to approve an amendment to the amended and restated articles of incorporation (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, (C) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private 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 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 of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction), (iv) the founder shares are automatically convertible 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 as described herein and in the amended and restated articles of incorporation, and (v) prior to the closing of the initial business combination, only holders of shares of Class B ordinary shares will be entitled to vote on the appointment and removal of directors.

With certain limited exceptions, the founder shares are not transferable, assignable or saleable (except to officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the completion of the initial business combination.

6 unchanged sentences

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor or an affiliate thereof a monthly fee of $ 20,000 for office space, utilities and secretarial and administrative support.

For the three months ended March 31, 2026, the Company incurred general and administrative services expenses of $ 20,000 , which are included in formation and operating expenses on the statements of operations.

For the three and six months ended June 30, 2026, the Company incurred general and administrative services expenses of $ 60,000 and $ 80,000, respectively, which are included in formation and operating expenses on the statements of operations.

Working Capital Loans

4 unchanged sentences

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay 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, 2026 and December 31, 2025, there was no amounts outstanding under the Working Capital Loans.

As of June 30, 2026 and December 31, 2025, there was no amounts outstanding under the Working Capital Loans.

COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Units (including the component securities as well as the securities underlying those component securities), which were issued in a private placement simultaneously with the closing of the Initial Public Offering and (iii) private units (including the component securities as well as the securities underlying those component securities) that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the securities held by them and any other securities of the company acquired by them prior to the consummation of a Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering.

The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Units (including the component securities as well as the securities underlying those component securities), which were issued in a private placement simultaneously with the closing of the Initial Public Offering and (iii) private units (including the component securities as well as the securities underlying those component securities) that may be issued upon conversion of working capital loans have registration rights to require the Company to register a sale of any of the securities held by them and any other securities of the Company acquired by them prior to the consummation of a Business Combination pursuant to a registration rights agreement signed on 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 register such securities.

9 unchanged sentences

Preferred Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

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

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

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 ordinary shares with a par value of $ 0.0001 per share.

Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.

As of March 31, 2026 and December 31, 2025, there were 2,200,000 (excluding 28,750,000 Class A shares subject to possible redemption) and no Class A shares issued or outstanding, respectively.

As of June 30, 2026 and December 31, 2025, there were 2,200,000 (excluding 28,750,000 Class A shares subject to possible redemption) and no Class A shares issued or outstanding, respectively.

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

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

As of March 31, 2026 and December 31, 2025, there were 12,321,429 Class B ordinary shares issued and outstanding.

As of June 30, 2026 and December 31, 2025, there were 12,321,429 Class B ordinary shares issued and outstanding.

As of December 31, 2025, up to 1,607,143 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 is exercised, so that the number of Founder Shares will collectively represent 28.9 % of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering.

4 unchanged sentences

The Founder Shares are designated as Class B ordinary shares and will automatically convert at a ratio of one-for-one into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the Company’s initial Business Combination.

There were 14,475,000 and no warrants outstanding as of March 31, 2026 and December 31, 2025, respectively.

There were 14,475,000 and no warrants outstanding as of June 30, 2026 and December 31, 2025, respectively.

Public Warrants may only be exercised for a whole number of shares.

27 unchanged sentences

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

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in total assets:

The measure of segment assets is reported on the balance sheets as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following:

2026 December 31,

Cash $ 513,684 $ 25,000

Prepaid Expenses 278,470 25,000

Cash held in Trust Account $ 291,524,262 $ —

Deferred offering costs - 135,954

Total Assets $ 289,665,641 $ 185,954

Cash $ 371,622 $ 25,000

Formation and operating expenses $ 183,608 $ 309,935

Interest earned on cash held in Trust Account $ 2,650,775 $ 4,024,262

The CODM reviews formation, general, and administrative costs to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Business Combination period.

The CODM also reviews formation, general, and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Formation, general, and administrative costs, as reported on the unaudited statement of operation, are the significant segment expenses provided to the CODM on a regular basis.

The CODM reviews the position of total assets as reported in the Company’s balance sheets to assess if the Company has sufficient resources available to discharge its liabilities.

The CODM is provided with details of cash and liquid resources available with the Company.

The CODM will review the interest that will be earned and accrued on cash 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.

FAIR VALUE MEASUREMENTS

The fair value of the $ 288,873,487 cash held in trust is measured under Level 1 in the fair value hierarchy as of March 31, 2026.

The fair value of the Public and Private Warrants, $ 4,014,223 , is measured under Level 3 in the fair value hierarchy as of February 12, 2026.

The fair value of the $ 291,524,262 cash held in trust is measured under Level 1 in the fair value hierarchy as of June 30, 2026.

The fair value of the Public Warrants, $ 3,986,491 , and Private Warrants, $ 27,732 , is measured under Level 3 in the fair value hierarchy as of February 12, 2026.

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

9 unchanged sentences

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What changed 10-Q

Item 1. Financial Statements