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Item 1. Financial Statements

2026-05-12 compared with 2026-01-20 · 234 added, 134 removed, 237 unchanged (61% of the section changed)

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CONDENSED BALANCE SHEETS

September 30,

Current asset – prepaid expenses $ — $ 35,500

Deferred offering costs 151,502 25,000

Current assets

Cash $ 774,387 $ 1,071,605

Prepaid expenses – current 133,775 70,025

Total current assets 908,162 1,141,630

Non-current assets

Cash and marketable securities held in Trust Account 252,761,757 250,535,814

Prepaid expenses – non-current 48,189 65,695

Total non-current assets 252,809,946 250,601,509

Total Assets $ 253,718,108 $ 251,743,139

Liabilities and Shareholder’s (Deficit) Equity:

Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit:

Accrued offering costs $ — $ 18,965

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Accounts payable 73,004 60,140

Promissory note – related party 171,939 10,500

Due to related party 13,427 18,427

Over-allotment option liability — 77,000

Total current liabilities 141,390 196,683

Non-current liabilities

Deferred underwriting commissions 8,750,000 8,750,000

Total non-current liabilities 8,750,000 8,750,000

Total Liabilities 8,891,390 8,946,683

Commitments and Contingencies (Note 7)

Shareholder’s (Deficit) Equity

Class A Ordinary Shares subject to possible redemption, $ 0.0001 par value;

25,000,000 shares issued and outstanding at redemption value of $ 10.11 and $ 10.02 per share at March 31, 2026 and December 31, 2025, respectively 252,761,757 250,535,814

Shareholders’ Deficit

Preference shares, $ 0.0001 par value;

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none issued or outstanding — —

Class A ordinary shares, $ 0.0001 par value, 300,000,000 shares authorized;

none issued or outstanding — —

Class B ordinary shares, $ 0.0001 par value, 30,000,000 shares authorized;

8,625,000 shares issued and outstanding (1)(2) 863 863

Class A Ordinary Shares, $ 0.0001 par value;

300,000,000 shares authorized;

685,000 shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption) 69 69

Class B Ordinary Shares, $ 0.0001 par value;

30,000,000 shares authorized;

8,333,333 and 8,625,000 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively (1) 834 863

Additional paid-in capital — —

Accumulated deficit ( 7,935,942 ) ( 7,740,290 )

Total Shareholder’s (Deficit) Equity ( 41,193 ) 8,073

Total Liabilities and Shareholder’s (Deficit) Equity $ 151,502 $ 60,500

(1) On December 8, 2025, through a share capitalization, the Company issued an additional 958,333 founder shares to our sponsor, resulting in our sponsor holding an aggregate of 8,625,000 founder shares.

All share amounts and related information have been retroactively restated to reflect the share capitalization (Note 6).

Total Shareholders’ Deficit ( 7,935,039 ) ( 7,739,358 )

Total Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit $ 253,718,108 $ 251,743,139

(1) Includes an aggregate of up to 1,125,000 Class B ordinary shares, $ 0.0001 par value subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 6).

The underwriters partially exercised their over-allotment option on December 10, 2025, resulting in 833,333 Class B ordinary shares no longer subject to forfeiture (Note 6).

Subsequent to December 31, 2025, the sponsor forfeited the remaining 291,667 Class B ordinary shares.

The accompanying notes are an integral part of

these condensed financial statements.

these unaudited condensed financial statements.

DAEDALUS SPECIAL ACQUISITION CORP.

CONDENSED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM AUGUST 7, 2025 (INCEPTION)

THROUGH SEPTEMBER 30, 2025

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

Formation, general and administrative expenses $ 272,681

Net Loss $ ( 66,193 )

Basic and diluted weighted average Class B ordinary shares outstanding (1)(2) 7,500,000

Basic and diluted net loss per Class B ordinary share $ ( 0.01 )

All share amounts and related information have been retroactively restated to reflect the share capitalization (Note 6).

(2) Excludes an aggregate of up to 1,125,000 Class B ordinary shares, $ 0.0001 par value subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 6).

Loss from operations ( 272,681 )

Other income:

Income earned on cash and marketable securities held in Trust Account 2,225,943

Gain on expiration of over-allotment option liability 77,000

Other income, net 2,302,943

Net income $ 2,030,262

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 25,000,000

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.06

Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares 685,000

Basic and diluted net income per share, non-redeemable Class A ordinary shares $ 0.06

Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares 8,333,333

Basic and diluted net income per share, non-redeemable Class B ordinary shares $ 0.06

The accompanying notes are an integral part of

these condensed financial statements.

these unaudited condensed financial statements.

DAEDALUS SPECIAL ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S

FOR THE PERIOD FROM AUGUST 7, 2025 (INCEPTION)

THROUGH SEPTEMBER 30, 2025

UNAUDITED CONDENSED STATEMENT OF CHANGES IN

SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Ordinary Shares

Shareholder’s

Balance as of August 7, 2025 (inception) - $ - $ - $ - $ -

Issuance of Class B ordinary shares to Sponsor (1)(2) 8,625,000 863 24,137 - 25,000

Net loss - - - ( 66,193 ) ( 66,193 )

Balance as of September 30, 2025 (Unaudited) 8,625,000 $ 863 $ 24,137 $ ( 66,193 ) $ ( 41,193 )

All share amounts and related information have been retroactively restated to reflect the share capitalization (Note 6).

(2) Includes an aggregate of up to 1,125,000 Class B ordinary shares, $ 0.0001 par value subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 6).

Ordinary Shares

Shareholders’

Balance – December 31, 2025 685,000 $ 69 8,625,000 $ 863 $ — $ ( 7,740,290 ) $ ( 7,739,358 )

Forfeiture of Class B ordinary shares in connection with over-allotment expiration — — ( 291,667 ) ( 29 ) 29 — —

Remeasurement of Class A ordinary shares subject to possible redemption to redemption value — — — — ( 29 ) ( 2,225,914 ) ( 2,225,943 )

Net income — — — — — 2,030,262 2,030,262

Balance – March 31, 2026 685,000 $ 69 8,333,333 $ 834 $ — $ ( 7,935,942 ) $ ( 7,935,039 )

The accompanying notes are an integral part of

these condensed financial statements.

these unaudited condensed financial statements.

DAEDALUS SPECIAL ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM AUGUST 7, 2025 (INCEPTION)

THROUGH SEPTEMBER 30, 2025

Cash Flows from Operating

Net loss $ ( 66,193 )

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Cash Flows from Operating Activities:

Net income $ 2,030,262

Adjustments to reconcile net income to net cash used in operating activities:

Income earned on cash and marketable securities held in Trust Account ( 2,225,943 )

Gain on expiration of over-allotment option liability ( 77,000 )

Changes in operating assets and liabilities:

Prepaid expenses 32,808

Due from related party ( 5,000 )

Accounts payable 12,864

Accrued expenses ( 46,244 )

Net cash used in operating activities ( 278,253 )

Cash Flows from Financing Activities:

Proceeds from issuance of Class B ordinary shares 25,000

Proceeds from promissory note – related party 171,939

Payment of offering costs ( 18,965 )

Net cash provided by financing activities 51,577

Net cash used in financing activities ( 18,965 )

Net Change in Cash ( 297,218 )

Cash, beginning of the period -

Cash, end of the period -

Supplemental disclosure of non-cash financing activities:

Deferred offering costs included in accrued offering costs $ 6,140

Cash – Beginning of period 1,071,605

Cash – End of period $ 774,387

Supplemental Non-Cash Investing and Financing Activities:

Remeasurement of Class A Ordinary Shares subject to possible redemption $ 2,225,943

The accompanying notes are an integral part of

these condensed financial statements.

these unaudited condensed financial statements.

DAEDALUS SPECIAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Note 1 — Organization and Business Operations

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The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.

As of September 30, 2025, the Company has not commenced any operations.

All activity for the period from August 7, 2025 (inception) through December 10, 2025 relates to the Company’s formation and the Initial Public Offering (as defined below).

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

All activity for the period from August 7, 2025 (inception) through March 31, 2026 relates 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.

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Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

Liquidity and Capital Resources

As of September 30, 2025, the Company had no cash and a working capital deficit of $ 192,695 .

Liquidity, Capital Resources and Going Concern

As of March 31, 2026, the Company had $ 774,387 in cash and working capital of $ 766,772 .

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern”, as of September 30, 2025, the Company does not have sufficient liquidity to meet its working capital needs until a minimum of one year from the date of issuance of this financial statement.

However, the Company completed its Initial Public Offering on December 10, 2025, which provides sufficient liquidity to meet its working capital needs until a minimum of one year from the date of issuance of this financial statement.

The Company cannot assure that its plans to raise capital or consummate an initial Business Combination will be successful.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern”, as of March 31, 2026, the Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of these financial statements.

Based on the foregoing, these factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date these financial statements are issued.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management plans to address this uncertainty through a Business Combination.

The Company cannot be assured that its plans to consummate an Initial Business Combination will be successful.

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of 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 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 United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and between Israel and Hamas, Iran and its proxies in certain of the neighboring countries in the Middle East.

Certain countries, including the United States, have 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 escalation of 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.

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In response to tariffs, other countries have implemented retaliatory tariffs on U.S.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBA”).

ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted.

The Company is currently evaluating the impact of the new law.

However, none of the tax provisions are expected to have a significant impact on the Company’s financial statements.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations.

The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

The IR Act applies only to repurchases that occur after December 31, 2022.

The Company evaluated and noted this does not impact the financial statements.

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, and tariff on imports from foreign countries 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.

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Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”).

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, the financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

Accordingly, the accompanying unaudited condensed financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on December 10, 2025, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on December 16, 2025.

The interim results for the period from August 7, 2025 (inception) through September 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which contains the audited financial statements and notes thereto.

The financial information as of December 31, 2025 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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.

Emerging Growth Company Status

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Use of Estimates

The preparation of the financial statement in conformity with U.S.

GAAP requires 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 statement and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

The preparation of the financial statements in conformity with U.S.

GAAP requires 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.

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.

One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrants.

Such estimates may be subject to change as more current information becomes available and 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 no cash and cash equivalents as of September 30, 2025 and August 12, 2025.

The Company had $ 774,387 and $ 1,071,605 of cash as of March 31, 2026 and December 31, 2025, respectively.

The Company had no cash equivalents as of March 31, 2026 and December 31, 2025.

Cash and Marketable Securities Held in Trust Account

At March 31, 2026 and December 31, 2025, substantially all of the assets in the Trust Account were held in money market funds, amounting to $ 252,761,757 and $ 250,535,814 , respectively.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are directly related to the Proposed Public Offering.

The Company complies with the requirements of the ASC 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.

FASB ASC 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 Public Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares.

Offering costs allocated to the Class A ordinary shares subject to possible redemption will be charged to temporary equity.

Offering costs allocated to the Public and Private Placement Warrants will be charged to shareholder’s equity, as the Public and Private Placement Warrants, after management’s evaluation, will be accounted for under equity treatment.

As of September 30, 2025 and August 12, 2025, the Company had deferred offering costs of $ 151,502 and $ 25,000 , respectively.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants 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 Public Warrants and Private Placement Units were charged to shareholders’ deficit as the Public and Private Placement Warrants, 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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability in an orderly transaction between market participants at the measurement date.

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● 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.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Initial Public Offering.

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.

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

As of September 30, 2025 and August 12, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of March 31, 2026 and 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 a Cayman Islands exempted 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 periods presented.

Net Loss per Ordinary Share

Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 1,125,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6).

At September 30, 2025, 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.

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

The Company is considered to be a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

The Company determined there is UK tax nexus, which is a taxable jurisdiction.

The Company determined the tax liability was de minimis for the periods presented.

In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid.

ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others.

Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction.

ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold.

ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.

The Company adopted ASU 2023-09 for the period ended December 31, 2025 and determined there is no material impact on its financial position, results of operations or cash flows.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”).

ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted.

It does not impact the Company’s financial statements.

Derivative Financial Instruments

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Net Income Per Ordinary Share

The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”.

Net income per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period.

Accretion associated with redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The Company has not considered the effect of the Warrants in the calculation of diluted net income per share, since the exercise of such warrants are contingent upon the occurrence of future events.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares:

For the Three Months Ended

March 31, 2026

Class A Class A Class B

Redeemable Non-redeemable Non-redeemable

Basic and diluted net income per ordinary shares:

Allocation of net income, basic and diluted $ 1,492,035 $ 40,882 $ 497,345

Basic and diluted weighted average ordinary shares outstanding 25,000,000 685,000 8,333,333

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

Warrant Instruments

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Accordingly, the Company evaluated the classification of the warrant instruments and accounted for the Warrants under equity treatment at their relative fair values.

There are no Public Warrants or Private Placement Warrants outstanding as of September 30, 2025 and August 12, 2025.

There are 6,250,000 Public Warrants and 171,250 Private Placement Warrants outstanding as of March 31, 2026 and December 31, 2025.

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, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company classifies Public 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 March 31, 2026, 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 March 31, 2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds from Initial Public Offering $ 250,000,000

Proceeds allocated to Public Warrants ( 3,482,587 )

Proceeds allocated to over-allotment option liability ( 103,537 )

Offering costs allocated to Class A ordinary shares subject to possible redemption ( 14,144,186 )

Accretion of Class A ordinary shares subject to possible redemption 18,266,124

Class A ordinary shares subject to possible redemption at December 31, 2025 250,535,814

Accretion of Class A ordinary shares subject to possible redemption 2,225,943

Class A ordinary shares subject to possible redemption at March 31, 2026 $ 252,761,757

Recent Accounting Standards

In November 2023, the FASB issued ASU 2023-07, “Segment reporting (Topic 280):

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).

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The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07 on August 7, 2025, the date of its incorporation.

In December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740):

Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances the transparency and usefulness of income tax disclosures.

ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

The Company adopted ASU 2023-09 on August 7, 2025, the date of its incorporation.

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

The Company adopted ASU 2023-07 on August 7, 2025, the date of its inception (see Note 5).

Note 3 — Initial Public Offering

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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, which include the following:

For the Period

from August 7,

September 30,

Formation, general and administrative expenses $ 272,681

Net Loss $ ( 66,193 )

Income earned on cash and marketable securities held in Trust Account $ 2,225,943

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

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

The CODM also reviews income earned on cash and marketable securities held in Trust Account to review and forecast the amounts held in the Trust Account available to complete a business combination or similar transaction.

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

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

5 unchanged sentences

On December 10, 2025, the underwriters partially exercised their over-allotment option, resulting in 291,667 Founder Shares subject to forfeiture.

Subsequent to December 31, 2025, the Sponsor forfeited the remaining 291,667 Class B ordinary shares.

On December 8, 2025, upon the pricing of the Initial Public Offering, the Sponsor sold membership interests to each of three directors of the Company and Chief Financial Officer (“CFO”).

9 unchanged sentences

As of December 10, 2025, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized.

Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares multiplied by the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.

Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares multiplied by the grant date fair value per share less the amount initially received for the purchase of the Founder Shares.

As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the Public Shares issuable upon conversion thereof.

2 unchanged sentences

If the Company increases or decreases the size of the offering, the Company will effect a share capitalization or share surrender, as applicable, immediately prior to the consummation of the Initial Public Offering in such amount as to maintain the Founder Share ownership of the Company’s shareholders prior to the Initial Public Offering at 25 % of the Company’s issued and outstanding ordinary shares upon the consummation of the Initial Public Offering.

On December 10, 2025, the underwriters partially exercised their over-allotment option.

On December 10, 2025, the underwriters partially exercised their over-allotment option, resulting in 833,333 Class B ordinary shares no longer subject to forfeiture.

Subsequent to December 31, 2025, the sponsor forfeited the remaining 291,667 Class B ordinary shares.

The Sponsor will not be entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the initial Business Combination.

4 unchanged sentences

This loan was non-interest bearing and payable on the earlier of August 12, 2026, or the date on which the Company consummates the Initial Public Offering.

As of September 30, 2025 and August 12, 2025, the Company had borrowed $ 171,939 and $ 10,500 , respectively, under the Note.

As of December 10, 2025, the Company had borrowed $ 300,000 under the Note.

On December 10, 2025, the Note was fully repaid to the Sponsor and is no longer available.

Due to Related Party

A related party has paid for offering costs on behalf of the Company.

As of March 31, 2026 and December 31, 2025, $ 13,427 and $ 18,427 , respectively, is outstanding and recorded under due to related party in the balance sheet, of which $ 2,742 and $ 7,742 , respectively, is related to the Administrative Services Agreement noted below.

Administrative Services Agreement

Commencing on the effective date of the Initial Public Offering, the Company entered into an agreement with our Sponsor to pay an aggregate of $ 10,000 per month for office space and administrative and support services.

Commencing on the effective date of the Initial Public Offering, the Company entered into an agreement with our Sponsor to pay an aggregate of $ 10,000 per month for certain office space, utilities, management, operations and secretarial and administrative support.

Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $ 10,000 per month fee.

For the period from August 7, 2025 (inception) through September 30, 2025, the Company had not incurred any amounts due under the Administrative Services Agreement.

As of September 30, 2025 and August 12, 2025, no related amounts are included in accounts payable and accrued expenses in the accompanying balance sheets.

As of March 31, 2026, there is $ 2,742 in due to related party related to the agreement.

The Company incurred $ 30,000 for the three months ended March 31, 2026.

Amounts have been included in formation, general and administrative expenses in the accompanying statement of operations.

The Company paid $ 35,000 to related party related to the agreement for the three months ended March 31, 2026.

Related Party Loans

3 unchanged sentences

If the Sponsor makes any Working Capital Loans, up to $ 1,500,000 of such loans may be convertible into private placement-equivalent units of the post-Business Combination entity at a price of $ 10.00 per unit (“Working Capital Units”), with each unit comprised of one Class A ordinary shares (“Working Capital Share”) and one-fourth of one redeemable warrant to purchase one Class A ordinary share at an exercise price of $11.50 per share (“Working Capital Warrant”).

As of September 30, 2025 and August 12, 2025, the Company had no borrowings under the Working Capital Loans.

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

Note 7 — Commitments and Contingencies

7 unchanged sentences

The Company granted the underwriters a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 3,375,000 Units to cover over-allotments, if any.

On December 10, 2025, the underwriters partially exercised their over-allotment option for an additional 2,500,000 Units, generating additional proceeds to the Company of $ 25,000,000 .

On December 10, 2025, the underwriters partially exercised their over-allotment option for an additional 2,500,000 Units, generating additional proceeds to the Company of $ 25,000,000 (see Note 8).

The underwriters were paid a cash underwriting discount of $ 5,000,000 ($ 0.20 per Unit offered in the Initial Public Offering).

2 unchanged sentences

Per the underwriting agreement, $ 0.10 per Unit of such $ 0.35 per Unit shall be due solely on amounts remaining in the trust account following all properly submitted shareholder redemptions in connection with the consummation of our initial Business Combination and $ 0.05 per Unit of such $ 0.35 per Unit shall be allocable by us to third parties that are members of FINRA, but that are not participating in this Offering, that assist us in consummating our initial Business Combination.

Note 8 — Shareholder’s (Deficit) Equity

Note 8 — Shareholders’ Deficit

Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each.

As of September 30, 2025 and August 12, 2025, there were no preference shares issued or outstanding.

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

Class A Ordinary Shares — The Company is authorized to issue a total of 300,000,000 Class A ordinary shares at par value of $ 0.0001 each.

As of September 30, 2025 and August 12, 2025, there were no Class A ordinary shares issued and outstanding.

As of March 31, 2026 and December 31, 2025, there were 685,000 shares of Class A ordinary shares issued and outstanding, excluding 25,000,000 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue a total of 30,000,000 Class B ordinary shares at par value of $ 0.0001 each.

2 unchanged sentences

The Founder Shares include an aggregate of up to 1,125,000 shares subject to complete or partial forfeiture if the over-allotment option is not exercised by the underwriters in full or in part, so that the initial shareholders will collectively own 25 % of the Company’s issued and outstanding ordinary shares (excluding the Class A ordinary shares underlying the Private Placement Units) after the Initial Public Offering.

As of September 30, 2025 and August 12, 2025, there were 8,625,000 Class B ordinary shares issued and outstanding.

Subsequent to December 31, 2025, the Sponsor forfeited the remaining 291,667 Class B ordinary shares.

As of March 31, 2026 and December 31, 2025, there were 8,333,333 and 8,625,000 Class B ordinary shares issued and outstanding, respectively.

The Founder Shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.

7 unchanged sentences

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.

Warrants — As of September 30, 2025 and August 12, 2025, there were no Public Warrants outstanding.

Warrants — As of March 31, 2026 and December 31, 2025, there were 6,421,250 Warrants outstanding, including 6,250,000 Public Warrants and 171,250 Private Placement Warrants.

Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein.

20 unchanged sentences

In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds (including from such issuances and this offering), and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions) and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

Note 9 – Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

Recurring Fair Value Measurements

The following table presents information about the Company’s recurring fair value measurements as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Level March 31,

Cash held in Trust Account 1 $ 252,761,757

Over-allotment option liability 3 $ —

Level December 31,

Cash held in Trust Account 1 $ 250,535,814

Over-allotment option liability 3 $ 77,000

The following table presents the change in fair value of Level 3 recurring fair value measurements:

Balance as of August 7, 2025 (inception) —

Over-allotment option liability – December 10, 2025 105,000

Change in fair value ( 28,000 )

Balance as of December 31, 2025 77,000

Expiration of over-allotment option liability ( 77,000 )

Balance as of March 31, 2026 —

The over-allotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheet.

The over-allotment liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of over-allotment liability in the statement of operations.

A Black-Scholes model was used to value the over-allotment option.

The Company estimates the volatility of its ordinary share based on historical volatility that matches the expected remaining life of the option.

The risk-free interest rate is based on the U.S.

Constant Maturity Treasury rates on the grant date for a maturity similar to the expected remaining life of the option.

The expected life of the option is assumed to be equivalent to their remaining contractual term.

The following is a summary of key inputs utilized:

Over-allotment Option

2025 December 10,

Unit price $ 10.04 $ 10.00

Exercise price $ 10.00 $ 10.00

Risk-free rate 3.71 % 3.76 %

Estimated volatility 5.07 % 6.81 %

Time to expiration 0.061 0.122

Non- Recurring Fair Value Measurements

Upon consummating the Initial Public Offering on December 10, 2025, the Public Warrants were valued using a Black-Scholes Simulation Model, resulting in a fair value of $3,482,587.

The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants:

Implied ordinary share price $ 9.91

Exercise price $ 11.50

Simulation term (years) 7.00

Risk-free rate 3.92 %

Estimated implied volatility 2.10 %

Market adjustment 47.66 %

Calculated value per warrant $ 0.56

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through 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, other than those disclosed below.

On December 8, 2025, upon the pricing of the Initial Public Offering, the Sponsor sold membership interests to each of three directors of the Company and Chief Financial Officer (“CFO”).

The membership interests each director received in the Sponsor correspond to 30,000 Founder Shares and the CFO to 25,000 Founder Shares, for an aggregate of 115,000 Founder Shares, to be distributed to the directors and CFO upon consummation of a Business Combination.

The total consideration paid for these membership interests was $ 375 .

On December 10, 2025, the Company consummated the Initial Public Offering of 25,000,000 Units, including the partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 250,000,000 .

Each Unit consists of one Public Share, and one-fourth of one Public Warrant.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 685,000 Private Units, including 50,000 Private Units purchased as a result of the underwriters partial exercise of their over-allotment option, at a price of $ 10.00 per Private Unit, in a private placement to the Sponsor, and the Underwriters, generating gross proceeds of $ 6,850,000 .

Each Private Unit consists of one Class A ordinary share and one-fourth of one Private Placement Warrants.

Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.

Following the closing of the Initial Public Offering, an aggregate of $ 10.00 per Unit sold in the Initial Public Offering, or $ 250,000,000 , from the net proceeds of the sale of the Units and the Private Units, was placed in a Trust Account and is initially invested in cash.

On December 10, 2025, the underwriter was paid a cash underwriting discount of $ 5,000,000 ($ 0.20 per Unit offered in the Initial Public Offering).

Transaction costs amounted to $ 14,449,003 , consisting of $ 5,000,000 of cash underwriting fee, $ 8,750,000 of deferred underwriting fee, and $ 699,003 of other offering costs.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statement was issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

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