What changed in this filing

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Item 1. Financial Statements

2025-08-13 compared with 2025-05-14 · 458 added, 386 removed, 335 unchanged (72% of the section changed)

Financial Statements.

II ACQUISITION CORP.

BALANCE SHEETS

FACT II ACQUISITION CORP.

CONDENSED BALANCE SHEETS

Current assets

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COMMITMENTS AND CONTINGENCIES (Note 6)

Class A ordinary shares subject to possible redemption, 17,500,000 shares at redemption value of approximately $ 10.19 and $ 10.09 per share at March 31, 2025 and December 31, 2024, respectively

Class A ordinary shares subject to possible redemption, 17,500,000 shares at redemption value of approximately $ 10.30 and $ 10.09 per share at June 30, 2025 and December 31, 2024, respectively

SHAREHOLDERS’ DEFICIT

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1,000,000 shares authorized;

none issued and outstanding at March 31, 2025 and December 31, 2024

none issued and outstanding at June 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

988,125 issued and outstanding at March 31, 2025 and December 31, 2024 (excluding 17,500,000 shares subject to possible redemption)

988,125 issued and outstanding at June 30, 2025 and December 31, 2024 (excluding 17,500,000 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

5,833,333 and 6,708,333 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

5,833,333 and 6,708,333 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

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$ 178,218,232

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

II ACQUISITION CORP.

STATEMENT OF OPERATIONS

THE THREE MONTHS ENDED MARCH 31, 2025

The accompanying notes are an integral part of

the unaudited condensed financial statements.

FACT II ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

2024 (inception)

General and administrative expenses

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Change in fair value of over-allotment liability

Interest earned on bank account

Interest earned on cash held in Trust Account

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

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

II ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE MONTHS ENDED MARCH 31, 2025

The accompanying notes are an integral part of

the unaudited condensed financial statements.

FACT II ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Ordinary Shares

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Forfeiture of Founder Shares

Accretion for common stock to redemption amount

Accretion for ordinary shares subject to redemption

( 1,785,596 )

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$ ( 6,691,220 )

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

II ACQUISITION CORP.

STATEMENT OF CASH FLOWS

THE THREE MONTHS ENDED MARCH 31, 2025

Accretion for ordinary shares subject to redemption

( 1,819,161 )

Balance – June 30, 2025 (unaudited)

$ ( 6,879,539 )

$ ( 6,878,857 )

FOR THE PERIOD FROM JUNE 19, 2024 (INCEPTION)

THROUGH JUNE 30, 2024

Ordinary Shares

Shareholders’

Balance — June 19, 2024 (inception)

Class B ordinary shares issued to Sponsor

Balance – June 30, 2024 (unaudited)

The accompanying notes are an integral part of

the unaudited condensed financial statements.

FACT II ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

Six Months Ended

2024 (inception)

Cash Flows from Operating Activities:

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Net Change in Cash

Cash, beginning of the period

Cash, end of the period

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

II ACQUISITION CORP.

TO CONDENSED FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

II Acquisition Corp.

(the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June 19,

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization

or similar business combination with one or more businesses (“Business Combination”).

Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination.

The Company is

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

growth companies.

As of March 31, 2025, the Company had not commenced any operations.

All activity for the period from June 19, 2024 (inception) through March 31, 2025 relates to the Company’s formation, initial public

offering (the “IPO”), and searching for a Business Combination opportunity, which are described below.

The Company will not

generate any operating revenues until after the completion of a Business Combination, at the earliest.

The Company generates non-operating

income in the form of interest income from the proceeds derived from the IPO.

The Company has selected December 31 as its fiscal year

Cash – Beginning of period

Cash – End of period

The accompanying notes are an integral part of

the unaudited condensed financial statements.

FACT II ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS

FACT II Acquisition Corp.

(the “Company”)

is a blank check company incorporated as a Cayman Islands exempted company on June 19, 2024.

The Company was incorporated for the purpose

of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more

businesses (“Business Combination”).

The Company is not limited to a particular industry

or geographic region for purposes of completing a Business Combination.

The Company is an early stage and emerging growth company and,

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

As of June 30, 2025, the Company had not commenced

any operations.

There was no activity for the period from June 19, 2024 (inception) through June 30, 2025 besides the Company’s

formation, initial public offering (the “IPO”), and searching for a Business Combination opportunity, which are described

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

Company generates non-operating income in the form of interest income from the proceeds derived from the IPO.

The Company has selected

December 31 as its fiscal year end.

On June 19, 2024, FACT II Acquisition Parent LLC,

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until 90 days following the consummation of the Company’s initial Business Combination.

costs amounted to $ 11,028,226 , consisting of $ 3,500,000 of cash underwriting fee, $ 7,000,000 of deferred underwriting fee, and $ 528,226

of other offering costs.

Transaction costs amounted to $ 11,028,226 , consisting

of $ 3,500,000 of cash underwriting fee, $ 7,000,000 of deferred underwriting fee, and $ 528,226 of other offering costs.

The Company’s management has broad discretion

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the funds will be invested or held either (i) in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the

Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money

market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, (ii) as uninvested cash, or (iii) an interest bearing

bank demand deposit account or other accounts at a bank, as determined by the Company, until the earlier of (i) the completion of a Business

Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

than 18 months after the closing of the IPO (or 24 months from the closing of the IPO if the Company has executed a definitive agreement

for an initial business combination within 18 months from the IPO), the amounts held in the Trust Account will be held as cash or cash

items, including in demand deposit accounts.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment

Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund

meeting certain conditions of Rule 2a-7 of the Investment Company Act, (ii) as uninvested cash, or (iii) an interest bearing bank demand

deposit account or other accounts at a bank, as determined by the Company, until the earlier of (i) the completion of a Business Combination

and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

No later than 18

months after the closing of the IPO (or 24 months from the closing of the IPO if the Company has executed a definitive agreement for an

initial business combination within 18 months from the IPO), the amounts held in the Trust Account will be held as cash or cash items,

including in demand deposit accounts.

The Company will provide its shareholders with

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Topic 480, “Distinguishing Liabilities from Equity.”

If the Company seeks shareholder approval in

connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination,

which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company.

If a shareholder

vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder

vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct

the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer

documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a

Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination, Sponsor HoldCo has agreed

to vote its founder shares (as defined in Note 5) and any Public Shares purchased in or after the IPO in favor of approving a Business

Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business

Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective

of whether they vote for or against a proposed Business Combination.

Notwithstanding

the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the

tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder,

together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”

(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted

from redeeming its shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written

HoldCo has agreed (a) to waive its redemption rights with respect to any founder shares and Public Shares held by it in connection with

the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association

(i) to modify the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete

a Business Combination within the Extension Period (as defined below) or (ii) with respect to any other provision relating to shareholders’

rights or pre-initial Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem

their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust

Account with respect to the founder shares if the Company fails to complete a Business Combination.

If the Company seeks shareholder approval in connection

with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires

the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company.

If a shareholder vote is not required

under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or

other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions

pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing

substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination, Sponsor HoldCo has agreed to vote its founder shares

(as defined in Note 5) and any Public Shares purchased in or after the IPO in favor of approving a Business Combination and to waive its

redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination.

Additionally,

each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote

for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company

seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s

Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder

or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more

than an aggregate of 15 % of the Public Shares without the Company’s prior written consent.

Sponsor HoldCo has agreed (a) to waive its redemption

rights with respect to any founder shares and Public Shares held by it in connection with the completion of a Business Combination and

(b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing

of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the

Extension Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial

Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares

in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect

to the founder shares if the Company fails to complete a Business Combination.

The Company will have until 18 months from the

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Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

and Uncertainties

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from

each of the ongoing Russia-Ukraine and Israel-Hamas conflicts, as well as recent developments to trade and tariff policies of the United

States and other countries.

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.

countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine

and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the 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.

Although the length and impact of the ongoing conflicts, as well as changes

in global trade and tariff policies, are highly unpredictable, they could lead to market disruptions, including significant volatility

in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S.

Additionally, any resulting sanctions or tariffs, as applicable, could adversely affect the global economy and financial markets and

lead to instability and lack of liquidity in capital markets.

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 or the ongoing

trade and tariff policy changes by the United States or other 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.

Risks and Uncertainties

The United States and global markets are

experiencing volatility and disruption following the geopolitical instability resulting from each of the ongoing Russia-Ukraine and Israel-Hamas

conflicts, as well as recent developments to trade and tariff policies of the United States and other countries.

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 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.

Although the length and impact of the ongoing conflicts, as well as changes in global trade and tariff policies, are

highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital

markets, as well as supply chain interruptions and increased cyberattacks against U.S.

Additionally, any resulting sanctions

or tariffs, as applicable, could adversely affect the global economy and financial markets and lead to instability and lack of liquidity

in capital markets.

Any of the above mentioned factors, or any other

negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,

the Israel-Hamas conflict and subsequent sanctions or related actions or the ongoing trade and tariff policy changes by the United States

or other 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.

SIGNIFICANT ACCOUNTING POLICIES

of Presentation

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 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

Accordingly, they 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.

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, 2024, as filed with the SEC on March 27, 2025.

The interim results for the three months ended March

31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future

and Capital Resources

As of March 31, 2025, the Company had $ 1,222,026

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 SEC.

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, they 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 Annual Report on Form 10-K for the year ended December 31, 2024, as

filed with the SEC on March 27, 2025.

The interim results for the three and six months ended June 30, 2025 and for the period from

June 19, 2024 (inception) through June 30, 2024 are not necessarily indicative of the results to be expected for the year ending

December 31, 2025 or for any future periods.

Liquidity and Capital Resources

As of June 30, 2025, the Company had $ 1,088,465

in cash and a working capital of $ 1,136,435 .

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capital needs of the Company until a minimum of one year from the date of issuance of these unaudited condensed financial statements;

The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating the business.

However, if estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination

are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to

the initial Business Combination.

Moreover, the Company may need to obtain additional financing either to complete the Business Combination

or because it became obligated to redeem a significant number of public shares upon completion of a Business Combination, in which case

the Company may issue additional securities or incur debt in connection with such Business Combination.

The Company cannot be assured

that its plans to consummate an initial Business Combination will be successful.

Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business.

However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business

Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business

prior to the initial Business Combination.

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations

regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding

advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

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

preparation of financial statements in conformity with 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 unaudited

condensed financial statements and the reported amounts of expenses during the reporting period.

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 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

however, the liquidation date raises substantial doubt about the Company’s ability to continue as a going concern.

The Company does not believe it will need to raise

additional funds in order to meet the expenditures required for operating the business.

However, if estimates of the costs of identifying

a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary

to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

the Company may need to obtain additional financing either to complete the Business Combination or because it became obligated to redeem

a significant number of public shares upon completion of a Business Combination, in which case the Company may issue additional securities

or incur debt in connection with such Business Combination.

The Company cannot be assured that its plans to consummate an initial Business

Combination will be successful.

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports

and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder

approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Use of Estimates

The preparation of financial statements in conformity

with 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 unaudited condensed 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 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

Cash and Cash Equivalents

The Company considers all short-term investments

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The Company had $ 1,088,465 and $ 1,447,921 in

cash as of March 31, 2025 and December 31, 2024, respectively.

The Company had no cash equivalents as of March 31, 2025 or December 31,

Held in Trust Account

As of March 31, 2025 and December 31, 2024, all

cash as of June 30, 2025 and December 31, 2024, respectively.

The Company had no cash equivalents as of June 30, 2025 or December 31,

Cash Held in Trust Account

As of June 30, 2025 and December 31, 2024, all

of the assets held in the Trust Account were held in a demand deposit account.

Concentration

of Credit Risk

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 limit of $ 250,000 .

Any loss incurred or a lack of access to such

funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.

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 limit of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant adverse

impact on the Company’s financial condition, results of operations and cash flows.

Offering Costs

The Company complies with the requirements of

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evaluation, were accounted for under equity treatment.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820,

“Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets,

primarily due to their short-term nature.

Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”).

ASC 740 requires

the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and

tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred

tax assets will not be realized.

also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes

a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected

to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination

by taxing authorities.

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

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2025 and December 31, 2024.

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 has been subject to income tax examinations by major taxing authorities since inception.

Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements

in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

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 condensed statement 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 condensed balance sheets 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 condensed balance sheet date.

underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable

shares and was accounted for as a liability pursuant to ASC 480 as the option was not fully exercised at the time of the

Fair Value of Financial Instruments

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying

amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

The Company accounts for income taxes under ASC 740,

“Income Taxes” (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities

for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected

future tax benefit to be derived from tax loss and tax credit carryforwards.

ASC 740 additionally requires a valuation allowance

to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for

uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement

process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

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

There were no unrecognized tax benefits

and no amounts accrued for interest and penalties as of June 30, 2025 and December 31, 2024.

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 has been

subject to income tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman Islands

Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the periods presented.

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 condensed statement 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

condensed balance sheets 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 condensed balance sheet date.

The underwriters’ over-allotment option is deemed to be a freestanding

financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 as the

option was not fully exercised at the time of the IPO.

Warrant Instruments

The Company accounted for the Public Warrants

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at their assigned values.

Income per Ordinary Share

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.

Weighted average shares were reduced for the effect of an aggregate of 875,000

ordinary shares that were forfeited upon the expiry of the over-allotment option granted to the underwriters, effective as of January

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

following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for

each class of ordinary shares:

Net Income per Ordinary Share

Net 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.

Weighted average shares were reduced for the effect of an aggregate of 875,000 ordinary shares that were forfeited upon the expiry of

the over-allotment option granted to the underwriters, effective as of January 10, 2025.

As a result, diluted net income per ordinary

share is the same as basic net income per ordinary share for the period presented.

The following table presents a reconciliation

of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:

For the Three Months Ended

March 31, 2025

Basic and diluted net income per ordinary share:

June 30, 2025

For the Six Months Ended

June 30, 2025

For the period from June 19, 2024 (inception) through

June 30, 2024

Basic net income per share:

Allocation of net income basic

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Basic and diluted net income per ordinary share

A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible

The public shares contain a redemption feature

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result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of March 31, 2025

Accordingly, as of June 30, 2025

and December 31, 2024, 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 condensed balance sheets.

As of March 31, 2025 and December 31, 2024, the Class

A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

As of June 30, 2025 and December 31, 2024,

the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds

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$ 178,382,954

Issued Accounting Standards

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

effect on the Company’s unaudited condensed financial statements.

Accretion for common stock to redemption amount

Class A ordinary shares subject to possible redemption, June 30, 2025

$ 180,202,115

Recently Issued Accounting Standards

Management does not believe that any recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited

condensed financial statements.

INITIAL PUBLIC OFFERING

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($ 446,250 in the aggregate).

Private Placement Units, which were purchased by the Sponsor, Sponsor HoldCo, CCM and Seaport, are identical to the Units, except that,

they (including the underlying securities) are (i) subject to certain limited exceptions, will be subject to transfer restrictions until

180 days following the consummation of the Company’s initial Business Combination and (ii) will be entitled to registration rights.

The Private Placement Securities, which were purchased by Sponsor HoldCo, are identical to the Private Placement Units except that they

include restricted Class A ordinary shares, which will be subject to transfer restrictions until 90 days following the consummation of

the Company’s initial Business Combination.

The Private Placement Units, which were purchased

by the Sponsor, Sponsor HoldCo, CCM and Seaport, are identical to the Units, except that, they (including the underlying securities) are

(i) subject to certain limited exceptions, will be subject to transfer restrictions until 180 days following the consummation of the Company’s

initial Business Combination and (ii) will be entitled to registration rights.

The Private Placement Securities, which were purchased

by Sponsor HoldCo, are identical to the Private Placement Units except that they include restricted Class A ordinary shares, which will

be subject to transfer restrictions until 90 days following the consummation of the Company’s initial Business Combination.

RELATED PARTY TRANSACTIONS

Founder Shares

On July 12, 2024, Sponsor HoldCo made a capital

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130,000 founder shares to the Company’s Executive Chairman (an aggregate of 220,000 ).

holders of founder shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of their founder shares until

180 days after completion of the Company’s initial Business Combination.

order to finance transaction costs in connection with a Business Combination, either of Sponsor HoldCo, the Sponsor, any of their respective

affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required

(“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans

out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds

held outside the Trust Account.

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.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements

exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without

interest, or, at the Class A ordinary share or unit upon the consummation of the initial Business Combination at lender’s discretion,

up to $ 2,000,000 of such Working Capital Loans for each such person may be convertible into a price of $ 10.00 per Class A ordinary share

or unit, as applicable, at the option of the lender.

Such Class A ordinary shares would be identical to the Private Placement Shares,

and such units would be identical to the Private Placement Units.

As of March 31, 2025 and December 31, 2024, there were no Working Capital

Loans outstanding.

The holders of founder shares have agreed, subject

to limited exceptions, not to transfer, assign or sell any of their founder shares until 180 days after completion of the Company’s

initial Business Combination.

Related Party Loans

In order to finance transaction costs in connection

with a Business Combination, either of Sponsor HoldCo, the Sponsor, any of their respective affiliates or certain of the Company’s

directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account

released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

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.

Except for the foregoing,

the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the Class A ordinary

share or unit upon the consummation of the initial Business Combination at lender’s discretion, up to $ 2,000,000 of such Working

Capital Loans for each such person may be convertible into a price of $ 10.00 per Class A ordinary share or unit, as applicable, at the

option of the lender.

Such Class A ordinary shares would be identical to the Private Placement Shares, and such units would be identical

to the Private Placement Units.

As of June 30, 2025 and December 31, 2024, there were no Working Capital Loans outstanding.

COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the (i) founder shares, (ii) Private

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filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45 -day

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a Business Combination, subject to the terms of the underwriting agreement.

Warrants — As of March

Warrants — As of June 30,

2025 and December 31, 2024, there were 9,081,563 warrants outstanding, including 8,750,000 Public Warrants and 331,563 Private Placement

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of a Business Combination or earlier upon redemption or liquidation.

Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation

to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A

ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject

to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available.

will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to

exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of

the state of the exercising holder, or an exemption is available.

Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination,

it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities

Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts

to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness

of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the

provisions of the warrant agreement.

Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a

warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under

Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants

to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so

elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable

efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

of Public Warrants — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

whole and not in part;

a price of $ 0.01 per Public Warrant;

not less than 30 days’ prior written notice of redemption to each warrant holder;

and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending

on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares

of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class

A ordinary shares is available throughout the 30 -day redemption period, unless the warrants may be exercised on a cashless basis and

such cashless exercise is exempt from registration under.

If and when the warrants become redeemable by the Company, the Company may

exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable

state securities laws.

the Company calls the warrants for redemption as described in this paragraph, its management will have the option to require any holder

that wishes to exercise his, her or its warrant following the notice of redemption to do so on a cashless basis.

In the case of such

a cashless exercise, each holder would pay the exercise price by surrendering the public warrants for that number of Class A ordinary

shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied

by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value.

The “fair market value” as used in the preceding sentence shall mean the volume-weighted average price of the Class A ordinary

shares for the 10 trading day period ending on the trading day prior to the date on which the notice of exercise is received by the warrant

addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection

with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.20 per ordinary share

(with such issue price or effective issue price to be determined in good faith by its board of directors and, in the case of any such

issuance to either of Sponsor HoldCo or its affiliates, without taking into account any founder shares held by Sponsor HoldCo 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, and interest thereon, available for the funding of its initial Business

Combination on the date of the completion of its initial Business Combination (net of redemptions), and (z) the volume weighted average

trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company

consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price

of the public 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, in the case of the Public Warrants only, the $ 18.00 per share redemption trigger prices described below under “Redemption

of public warrants” will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly

Issued Price.

The Company will not be obligated to deliver any

Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise

unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of

the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations

with respect to registration, or a valid exemption from registration is available.

No warrant will be exercisable for cash or on a cashless

basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of

the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption

is available.

The Company has agreed that as soon as practicable,

but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts

to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable

upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within

60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current

prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.

Notwithstanding

the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange

such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may,

at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance

with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain

in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable

blue sky laws to the extent an exemption is not available.

Redemption of Public Warrants — Once

the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

in whole and not in part;

● at a price of $ 0.01 per Public Warrant;

upon not less than 30 days’ prior written notice of redemption to each warrant holder;

● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

The Company will not redeem the warrants for cash

unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon

exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout

the 30 -day redemption period, unless the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is

unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the warrants for redemption

as described in this paragraph, its management will have the option to require any holder that wishes to exercise his, her or its warrant

following the notice of redemption to do so on a cashless basis.

In the case of such a cashless exercise, each holder would pay the exercise

price by surrendering the public warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the

product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value”

(defined below) less the exercise price of the warrants by (y) the fair market value.

The “fair market value” as used in the

preceding sentence shall mean the volume-weighted average price of the Class A ordinary shares for the 10 trading day period ending on

the trading day prior to the date on which the notice of exercise is received by the warrant agent.

In addition, if (x) the Company issues additional

ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination

at an issue price or effective issue price of less than $ 9.20 per ordinary share (with such issue price or effective issue price to be

determined in good faith by its board of directors and, in the case of any such issuance to either of Sponsor HoldCo or its affiliates,

without taking into account any founder shares held by Sponsor HoldCo 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,

and interest thereon, available for the funding of its initial Business Combination on the date of the completion of its initial Business

Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day

period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the

“Market Value”) is below $ 9.20 per share, the exercise price of the public 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, in the case of the Public Warrants only, the $ 18.00

per share redemption trigger prices described below under “Redemption of public warrants” will be adjusted (to the nearest

cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants sold as part of

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rights and preferences as may be determined from time to time by the Company’s board of directors.

As of March 31, 2025 and December

As of June 30, 2025 and December

31, 2024, there were no preference shares issued or outstanding.

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shares are entitled to one vote for each share.

As of March 31, 2025 and December 31, 2024, there were 988,125 Class A ordinary shares

As of June 30, 2025 and December 31, 2024, there were 988,125 Class A ordinary shares

issued and outstanding, excluding the 17,500,000 shares subject to possible redemption.

Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $ 0.0001

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

As of March 31, 2025 and December 31, 2024,

there were 5,833,333 and 6,708,333 Class B ordinary shares issued and outstanding, respectively.

On January 10, 2025, the underwriters’

election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 875,000 founder shares.

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

of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted

to a vote of the Company’s shareholders except as otherwise required by law.

Class B Ordinary Shares — The

Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $ 0.0001 per share.

Holders of the Class B ordinary

shares are entitled to one vote for each share.

As of June 30, 2025 and December 31, 2024, there were 5,833,333 and 6,708,333 Class B

ordinary shares issued and outstanding, respectively.

On January 10, 2025, the underwriters’ election to exercise their over-allotment

option expired unexercised, resulting in the forfeiture of 875,000 founder shares.

Only holders of Class B ordinary shares will have

the right to vote on the election of directors prior to the Business Combination.

Holders of Class A ordinary shares and holders of Class

B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except

as otherwise required by law.

The Class B ordinary shares will automatically

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FAIR VALUE MEASUREMENTS

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.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

following table presents information about the Company’s assets and liabilities that are measured at fair value as of December

31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

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.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of

observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about

the Company’s assets and liabilities that are measured at fair value as of December 31, 2024, and indicates the fair value hierarchy

of the valuation inputs the Company utilized to determine such fair value:

Over-allotment option liability

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

condensed balance sheet.

The over-allotment option 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 condensed statement of

Company used a Black-Scholes model to value the over-allotment option.

The over-allotment option liability was classified within Level

3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in pricing models are assumptions

related to expected share-price volatility, expected life and risk-free interest rate.

The Company estimates the volatility of its ordinary

shares based on historical volatility that matches the expected remaining life of the option.

The risk-free interest rate is based on

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the option.

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

key inputs into the Black-Scholes model were as follows at December 31, 2024 and the at initial measurement date of the over-allotment

The over-allotment option was accounted for as

a liability in accordance with ASC 815-40 and was presented within liabilities on the condensed balance sheet.

The over-allotment option

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 condensed statement of operations.

The Company used a Black-Scholes model to value

the over-allotment option.

The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement

dates due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price volatility, expected

life and risk-free interest rate.

The Company estimates the volatility of its ordinary shares based on historical volatility that matches

the expected remaining life of the option.

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

Treasury zero-coupon yield curve 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 key inputs into the Black-Scholes model were

as follows at December 31, 2024 and the at initial measurement date of the over-allotment option:

Risk-free interest rate

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Exercise price

fair value of the Public Warrants as of November 27, 2024, the date of the IPO was $ 525,000 , or $ 0.06 per Public Warrant.

The fair value

of the Public Warrants was determined using the Monte Carlo Simulation Model.

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 valuation of the Public Warrants:

The fair value of the Public Warrants as of November

27, 2024, the date of the IPO was $ 525,000 , or $ 0.06 per Public Warrant.

The fair value of the Public Warrants was determined using the

Monte Carlo Simulation Model.

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 valuation of the Public

Estimated share price

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Selected volatility

January 10, 2025, the underwriters’ election to exercise their over-allotment option expired unexercised, resulting in the forfeiture

of 875,000 founder shares and the elimination of the corresponding over-allotment option liability.

On January 10, 2025, the underwriters’ election

to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 875,000 founder shares and the elimination

of the corresponding over-allotment option liability.

Public Warrants are not remeasured subsequent

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SEGMENT INFORMATION

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

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

Operating segments are defined as components

of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial

information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and

assess performance.

Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics

for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management

has determined that there is only one reportable segment.

CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on

the condensed statement of operations as net income.

ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic

areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from

which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated

by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess

The Company’s CODM has been identified as

the Chief Financial Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions

about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable

The CODM assesses performance for the single segment

and decides how to allocate resources based on net income that also is reported on the condensed statement of operations as net income.

The measure of segment assets is reported on the condensed balance sheets 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 and total assets, which include the following:

When evaluating the Company’s performance

and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income and total assets,

which include the following:

Trust Account

1 unchanged sentence

$ 176,597,270

For the Three Months Ended

March 31, 2025

Three Months Ended

Six Months Ended

period from June 19,

(inception) through

General and administrative expenses

Interest earned on cash held in Trust Account

CODM reviews interest earned 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.

and administrative costs 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 Extension Period.

The CODM also reviews general and administrative

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

and administrative expenses, as reported on the condensed statement of operations, are the significant segment expenses provided to the

CODM on a regular basis.

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

respective disclosures.

The CODM reviews interest earned 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.

General and administrative costs 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 Extension Period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual

agreements to ensure costs are aligned with all agreements and budget.

General and administrative expenses, as reported on the condensed

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

All other segment items included in net income

are reported on the condensed statement of operations and described within their respective disclosures.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and

transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements

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.

The Company evaluated subsequent events and transactions

that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued.

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