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Item 1. Financial Statements

2026-05-11 compared with 2025-11-12 · 261 added, 727 removed, 99 unchanged (91% of the section changed)

1 unchanged sentence

FACT II ACQUISITION CORP.

CONDENSED BALANCE SHEETS

September 30,

CONDENSED CONSOLIDATED BALANCE SHEETS

Current assets

Cash and cash equivalents $ 412,909 $ 544,791

Prepaid expenses 68,065 92,600

Total current assets 480,974 637,391

Prepaid insurance

Cash held in Trust Account 185,334,240 183,785,456

$ 183,190,923

$ 178,218,232

TOTAL ASSETS $ 185,815,214 $ 184,422,847

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

1 unchanged sentence

Accrued expenses $ 138,741 $ 23,507

Over-allotment option liability

Total current liabilities 138,741 23,507

3 unchanged sentences

COMMITMENTS AND CONTINGENCIES (Note 6)

Class A ordinary shares subject to possible redemption, 17,500,000 shares at redemption value of approximately $ 10.40 and $ 10.09 per share at September 30, 2025 and December 31, 2024, respectively

Class A ordinary shares subject to possible redemption, 17,500,000 shares at redemption value of approximately $ 10.59 and $ 10.50 per share at March 31, 2026 and December 31, 2025, respectively 185,334,240 183,785,456

SHAREHOLDERS’ DEFICIT

1 unchanged sentence

1,000,000 shares authorized;

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

none issued and outstanding at March 31, 2026 and December 31, 2025 — —

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

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

988,125 issued and outstanding at March 31, 2026 and December 31, 2025 (excluding 17,500,000 shares subject to possible redemption) 99 99

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 September 30, 2025 and December 31, 2024, respectively

5,833,333 shares issued and outstanding at March 31, 2026 and December 31, 2025 583 583

Additional paid-in capital — —

Accumulated deficit ( 9,039,414 ) ( 8,524,763 )

( 7,473,211 )

( 6,354,203 )

TOTAL SHAREHOLDERS’ DEFICIT ( 9,038,732 ) ( 8,524,081 )

( 7,472,529 )

( 6,353,433 )

TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT $ 185,815,214 $ 184,422,847

$ 183,190,923

$ 178,218,232

The accompanying notes are an integral part of

the unaudited condensed financial statements.

these unaudited condensed consolidated financial statements.

FACT II ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

September 30,

For the Period from June 19, 2024

(inception) through

September 30,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

the Three Months Ended

General and administrative expenses $ 517,616 $ 364,345

Loss from operations ( 517,616 ) ( 364,345 )

( 1,166,153 )

Other income:

3 unchanged sentences

Total other income 1,551,749 1,812,242

NET INCOME (LOSS)

$ ( 104,287 )

NET INCOME $ 1,034,133 $ 1,447,897

Weighted average shares outstanding of Class A ordinary shares 18,488,125 18,488,125

3 unchanged sentences

The accompanying notes are an integral part of

the unaudited condensed financial statements.

these unaudited condensed consolidated financial statements.

FACT II ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Ordinary Shares

2 unchanged sentences

Balance – December 31, 2025 988,125 $ 99 5,833,333 $ 583 $ — $ ( 8,524,763 ) $ ( 8,524,081 )

$ ( 6,354,203 )

$ ( 6,353,433 )

Forfeiture of Founder Shares

Accretion for ordinary shares subject to redemption

( 1,785,596 )

( 1,785,684 )

Accretion for common stock to redemption amount — — — — — ( 1,548,784 ) ( 1,548,784 )

Net income — — — — — 1,034,133 1,034,133

Balance – March 31, 2026 (unaudited) 988,125 $ 99 5,833,333 $ 583 $ — $ ( 9,039,414 ) $ ( 9,038,732 )

$ ( 6,691,902 )

$ ( 6,691,220 )

Accretion for ordinary shares subject to redemption

( 1,819,161 )

Balance – June 30, 2025 (unaudited)

$ ( 6,879,539 )

$ ( 6,878,857 )

Accretion for ordinary shares subject to redemption

( 1,860,391 )

Balance – September 30, 2025 (unaudited)

$ ( 7,473,211 )

$ ( 7,472,529 )

FOR THE PERIOD FROM JUNE 19, 2024 (INCEPTION)

THROUGH SEPTEMBER 30, 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Ordinary Shares

1 unchanged sentence

Shareholders’

Balance — June 19, 2024 (inception)

Balance – June 30, 2024 (unaudited)

Issuance of Class B ordinary shares to Sponsor

Balance – September 30, 2024 (unaudited)

$ ( 104,287 )

Balance – December 31, 2024 988,125 $ 99 6,708,333 $ 671 $ — $ ( 6,354,203 ) $ ( 6,353,433 )

Forfeiture of Founder Shares — — ( 875,000 ) ( 88 ) 88 — —

Accretion for common stock to redemption amount — — — — ( 88 ) ( 1,785,596 ) ( 1,785,684 )

Net income — — — — — 1,447,897 1,447,897

Balance – March 31, 2025 (unaudited) 988,125 $ 99 5,833,333 $ 583 $ — $ ( 6,691,902 ) $ ( 6,691,220 )

The accompanying notes are an integral part of

the unaudited condensed financial statements.

these unaudited condensed consolidated financial statements.

FACT II ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

2024 (inception)

September 30,

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Cash Flows from Operating Activities:

$ ( 104,287 )

Net income $ 1,034,133 $ 1,447,897

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

Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Change in fair value of over-allotment liability — ( 26,558 )

Interest earned on cash held in Trust Account ( 1,548,784 ) ( 1,785,684 )

( 5,465,237 )

Changes in operating assets and liabilities:

4 unchanged sentences

Net cash used in operating activities ( 131,882 ) ( 225,895 )

Cash Flows from Financing Activities:

Proceeds from issuance of founder shares to Sponsor HoldCo

Advance from related party

Payment of offering costs

Net cash provided by financing activities

Net Change in Cash

Cash – Beginning of period

Cash – End of period

Non-Cash investing and financing activities:

Deferred offering costs included in accrued offering costs

Net Change in Cash and Cash Equivalents ( 131,882 ) ( 225,895 )

Cash and Cash Equivalents – Beginning of period 544,791 1,447,921

Cash and Cash Equivalents – End of period $ 412,909 $ 1,222,026

The accompanying notes are an integral part of

the unaudited condensed financial statements.

these unaudited condensed consolidated financial statements.

FACT II ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

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 September 30, 2025, the Company had not

commenced any operations.

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

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

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

There was no activity for the period from June 19, 2024 (inception) through March 31, 2026 besides 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.

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,

a Cayman Islands limited liability company (which is referred to as the “Sponsor”), formed FACT II Acquisition LLC, a Cayman

Islands limited liability company (which is referred to as “Sponsor HoldCo”), through which the Sponsor (i) holds its founder

shares (as defined below) and (ii) purchased Private Placement Securities at the date of the IPO.

The registration statement for the Company’s

IPO was declared effective on November 25, 2024.

On November 27, 2024, the Company consummated the IPO of 17,500,000 units (the “Units”

and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit,

generating gross proceeds of $ 175,000,000 , which is discussed in Note 3.

Simultaneously with the closing of the IPO, the

Company consummated the sale of 663,125 private placement units (each, a “Private Placement Unit”) at a price of $ 10.00 per

Private Placement Unit, generating gross proceeds of $ 6,631,250 , which is discussed in Note 4, as follows:

(A) 17,500 Private Placement

Units ($ 175,000 in the aggregate) with the Sponsor, (B) (i) 260,000 Private Placement Units and (ii) 162,500 Private Placement Units and

325,000 restricted Class A ordinary shares (such restricted Class A ordinary shares together with such Private Placement Units collectively,

the “Private Placement Securities”) ($ 4,225,000 in the aggregate) with Sponsor HoldCo, (C) 178,500 Private Placement Units

($ 1,785,000 in the aggregate) with Cohen & Company Capital Markets, a division of J.V.B.

Financial Group, LLC (“CCM”)

and (D) 44,625 Private Placement Units with Seaport Global Securities LLC (“Seaport”) ($ 446,250 in the aggregate) (collectively,

the “Private Placement”).

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.

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

with respect to the specific application of the net proceeds of the IPO and the Private Placement, although substantially all of the net

proceeds are intended to be applied generally toward completing a Business Combination.

The Company must complete its initial Business

Combination with one or more target businesses that together have a fair market value equal to at least 80 % of the net assets held in

the Trust Account (as defined below) (excluding any deferred underwriting commissions held in the Trust Account) at the time of the agreement

to enter into a Business Combination.

The Company will only complete a Business Combination if the post-Business Combination company owns

or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in

the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,

as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to successfully effect a Business

Following the closing of the IPO, on November

27, 2024, an amount of $ 175,875,000 ($ 10.05 per Unit) of the net proceeds of the IPO and the Private Placement was placed in the trust

account (the “Trust Account”), located in the United States, with Odyssey Transfer and Trust Company acting as trustee, and

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.

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

the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection

with a general meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company

will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company.

The shareholders will

be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $ 10.05 per share), calculated

as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in

the Trust Account and not previously released to the Company to pay its tax obligations.

There will be no redemption rights upon the completion

of a Business Combination with respect to the Company’s warrants.

The Class A ordinary shares were recorded at redemption value

and classified as temporary equity at the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”)

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 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

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 closing of the IPO) or such later period approved by the Company’s Shareholders (the “Extension

Period”) to complete a Business Combination.

If the Company is unable to complete a Business Combination within the Extension Period,

the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than

10 business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account, including interest earned (less up to $ 100,000 of interest to pay dissolution expenses and

net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’

rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors,

liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements

of other applicable law.

Sponsor HoldCo has agreed to waive its liquidation

rights with respect to the founder shares if the Company fails to complete a Business Combination within the Extension Period.

if Sponsor HoldCo acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the

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

The underwriters have agreed to waive

their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete

a Business Combination within the Extension Period and, in such event, such amounts will be included with the funds held in the Trust

Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the

per share value of the assets remaining available for distribution will be less than the initial amount held in the Trust Account ($ 10.05 ).

Sponsor HoldCo has agreed that it will be liable

to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective

target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account

to below (1) $ 10.05 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation

of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn

to pay taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to

seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against

certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

in the event that an executed waiver is deemed to be unenforceable against a third party, Sponsor HoldCo will not be responsible to the

extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that Sponsor HoldCo will have to

indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s

independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the

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

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 end.

On June 19, 2024, FACT II Acquisition Parent LLC, a Cayman Islands limited liability company (which is referred to as the “Sponsor”), formed FACT II Acquisition LLC, a Cayman Islands limited liability company (which is referred to as “Sponsor HoldCo”), through which the Sponsor (i) holds its founder shares (as defined below) and (ii) purchased Private Placement Securities (as defined below) at the date of the IPO.

The registration statement for the Company’s IPO was declared effective on November 25, 2024.

On November 27, 2024, the Company consummated the IPO of 17,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit, generating gross proceeds of $ 175,000,000 , which is discussed in Note 3.

Simultaneously with the closing of the IPO, the Company consummated the sale of 663,125 private placement units (each, a “Private Placement Unit”) at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 6,631,250 , which is discussed in Note 4, as follows:

(A) 17,500 Private Placement Units ($ 175,000 in the aggregate) with the Sponsor, (B) (i) 260,000 Private Placement Units and (ii) 162,500 Private Placement Units and 325,000 restricted Class A ordinary shares (such restricted Class A ordinary shares together with such Private Placement Units collectively, the “Private Placement Securities”) ($ 4,225,000 in the aggregate) with Sponsor HoldCo, (C) 178,500 Private Placement Units ($ 1,785,000 in the aggregate) with Cohen & Company Capital Markets, a division of J.V.B.

Financial Group, LLC (“CCM”) and (D) 44,625 Private Placement Units with Seaport Global Securities LLC (“Seaport”) ($ 446,250 in the aggregate) (collectively, the “Private Placement”).

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.

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 with respect to the specific application of the net proceeds of the IPO and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination.

The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination.

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to successfully effect a Business Combination.

Following the closing of the IPO, on November 27, 2024, an amount of $ 175,875,000 ($ 10.05 per Unit) of the net proceeds of the IPO and the Private Placement was placed in the trust account (the “Trust Account”), located in the United States, with Odyssey Transfer and Trust Company acting as trustee, and 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.

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 the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer.

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

The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $ 10.05 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations.

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Class A ordinary shares were recorded at redemption value and classified as temporary equity at the completion of the IPO, in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 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 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), (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, or (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 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 closing of the IPO) or such later period approved by the Company’s shareholders (the “Extension Period”) to complete a Business Combination.

If the Company is unable to complete a Business Combination within the Extension Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $ 100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Sponsor HoldCo has agreed to waive its liquidation rights with respect to the founder shares if the Company fails to complete a Business Combination within the Extension Period.

However, if Sponsor HoldCo acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Extension Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Extension Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the initial amount held in the Trust Account ($ 10.05 ).

Sponsor HoldCo has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $ 10.05 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Sponsor HoldCo will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that Sponsor HoldCo will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

The United States and global markets are

experiencing volatility and disruption following the geopolitical instability resulting global conflicts, including from 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.

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.

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from global conflicts, including from the ongoing Russia-Ukraine and Israel-Hamas conflicts, the war in Iran, and 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, the escalation of the Israel-Hamas conflict, the war in Iran 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, the war in Iran 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 ability to consummate an initial business combination or search for any target business with which the Company may ultimately consummate an initial Business Combination.

Proposed Business Combination with Precision Aerospace & Defense Group, Inc.

On November 26, 2025, the Company entered into a business combination agreement (the “Business Combination Agreement” and the transactions contemplated thereby, including the Domestication and the Merger, each as defined below, the “PAD Business Combination”) by and among the Company, Sponsor HoldCo, Patriot Merger Subsidiary, Inc.

(“Merger Sub”), and Precision Aerospace & Defense Group, Inc., a Florida corporation (“PAD”).

The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein:

(i) the Company will domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law and Part XII of the Companies Act (As Revised) of the Cayman Islands (the “Domestication”);

and (ii) following the Domestication, Merger Sub will merge with and into PAD with PAD surviving the merger as a wholly-owned subsidiary of the Company (the “Merger”), in accordance with the Business Combination Agreement and the Florida Business Corporation Act.

Consummation of the transactions contemplated by the Business Combination Agreement are subject to customary conditions of the respective parties, including the approval of the Business Combination Agreement, the PAD Business Combination and certain other actions related thereto by the Company’s shareholders.

For more information, see Note 6.

SIGNIFICANT ACCOUNTING POLICIES

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 nine months ended September 30, 2025 and for the period

from June 19, 2024 (inception) through September 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 September 30, 2025, the Company had $ 1,007,626

in cash and a working capital of $ 1,038,596 .

In connection with the Company’s assessment of going concern considerations in accordance

with ASC 205-40, “Going Concern,” and through the consummation of the IPO, the Company has sufficient funds for the working

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

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.

The accompanying unaudited condensed consolidated 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 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 consolidated 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 consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 13, 2026.

The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Principles of Consolidation

The Company has one wholly-owned subsidiary, Patriot Merger Subsidiary, Inc., which was incorporated in Florida.

The subsidiary was formed for purposes of consummating the PAD Business Combination and was formed on November 7, 2025.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and Merger Sub.

All significant intercompany balances and transactions have been eliminated in consolidation.

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the Company’s liquidity condition and the liquidation date raise substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Extension Period.

As of March 31, 2026, the Company had $ 412,909 in its operating bank account and working capital of $ 342,233 .

Until the consummation of a Business Combination or the Company’s liquidation, the Company will use the funds held outside the Trust Account primarily to complete the initial Business Combination, or in the event that the Company is unable to complete the initial Business Combination, to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination, and to pay for directors and officers’ liability insurance premiums.

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.

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 unaudited condensed consolidated 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

The preparation of unaudited condensed consolidated 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 consolidated 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 1,007,626 and $ 1,447,921 in

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

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

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 $ 250,000 in cash as of March 31, 2026 and December 31, 2025.

The Company had $ 162,909 and $ 294,791 in cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

Cash Held in Trust Account

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

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

As of March 31, 2026 and December 31, 2025, all of the assets held in the Trust Account were held in a demand deposit account.

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.

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

the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses

of Offering.” Offering costs consist principally of professional and registration fees that are directly related to the IPO.

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 IPO proceeds from the Units between Class A ordinary

shares and warrants, using the residual method by allocating IPO 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.

The Company complies with the requirements of FASB ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are directly related to the IPO.

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 IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO 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 warrants sold as part of the Units in our IPO (“Public Warrants”) and Private Placement Units were charged to shareholders’ deficit as the Public Warrants and warrants sold as part of the Private Placement Units (“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 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 September 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.

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 consolidated 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 unaudited condensed consolidated 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, 2026 and December 31, 2025.

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.

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 condensed consolidated 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 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

and Private Placement Warrants issued in connection with the IPO and the private placement in accordance with guidance contained in FASB

ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments as equity

at their assigned values.

The Company accounted for the Public Warrants and Private Placement Warrants issued in connection with the IPO and the Private Placement in accordance with guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments as equity at their assigned values.

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:

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 expiration 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

September 30, 2025

For the Nine Months Ended

September 30, 2025

For the period from June 19,

2024 (inception) through

September 30, 2024

Basic net income per share:

Allocation of net income basic

March 31, 2026 For the Three Months Ended

March 31, 2025

Class A Class B Class A Class B

Allocation of net income basic and diluted $ 786,103 $ 248,030 $ 1,100,629 $ 347,268

Basic and diluted weighted average ordinary shares outstanding 18,488,125 5,833,333 18,488,125 5,833,333

Basic and diluted net income (loss) per ordinary share

Class A Ordinary Shares Subject to Possible

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 it occurs 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 IPO, the Company

recognized the accretion from initial book value to redemption amount 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 September 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 September 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

Gross proceeds

$ 175,000,000

Proceeds allocated to Public Warrants

Proceeds allocated to over-allotment option

Class A ordinary shares issuance costs

( 10,956,268 )

Remeasurement of carrying value to redemption value

Basic and diluted net income per ordinary share $ 0.04 $ 0.04 $ 0.06 $ 0.06

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 it occurs 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 IPO, the Company recognized the accretion from initial book value to redemption amount 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 and December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets.

As of March 31, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheets are reconciled in the following table:

Class A ordinary shares subject to possible redemption, December 31, 2024 $ 176,597,270

$ 176,597,270

Accretion for common stock to redemption amount 7,188,186

Class A ordinary shares subject to possible redemption, March 31, 2025

$ 178,382,954

Accretion for common stock to redemption amount

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

$ 180,202,115

Class A ordinary shares subject to possible redemption, December 31, 2025 183,785,456

Accretion for common stock to redemption amount 1,548,784

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

$ 182,062,506

Class A ordinary shares subject to possible redemption, March 31, 2026 $ 185,334,240

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.

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 consolidated financial statements.

INITIAL PUBLIC OFFERING

Pursuant to the IPO on November 27, 2024, the

Company sold 17,500,000 Units at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share and one-half of

one redeemable warrant (“Public Warrant”).

Each whole Public Warrant will entitle the holder to purchase one Class A ordinary

share at an exercise price of $ 11.50 per share, subject to adjustment (see Note 6).

Pursuant to the IPO on November 27, 2024, the Company sold 17,500,000 Units at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share and one -half of one redeemable warrant.

Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment (see Note 6).

PRIVATE PLACEMENT

Simultaneously with the closing of the IPO, the

Company consummated the sale of 663,125 Private Placement Units at a price of $ 10.00 per Private Placement Unit, generating gross proceeds

of $ 6,631,250 , as follows:

(A) 17,500 Private Placement Units ($ 175,000 in the aggregate) with the Sponsor, (B) (i) 260,000 Private Placement

Units and (ii) 162,500 Private Placement Units and 325,000 restricted Class A ordinary shares ($ 4,225,000 in the aggregate) with Sponsor

HoldCo, (C) 178,500 Private Placement Units ($ 1,785,000 in the aggregate) with CCM and (D) 44,625 Private Placement Units with Seaport

($ 446,250 in the aggregate).

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.

Simultaneously with the closing of the IPO, the Company consummated the sale of 663,125 Private Placement Units at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 6,631,250 , as follows:

(A) 17,500 Private Placement Units ($ 175,000 in the aggregate) with the Sponsor, (B) (i) 260,000 Private Placement Units and (ii) 162,500 Private Placement Units and 325,000 restricted Class A ordinary shares ($ 4,225,000 in the aggregate) with Sponsor HoldCo, (C) 178,500 Private Placement Units ($ 1,785,000 in the aggregate) with CCM and (D) 44,625 Private Placement Units with Seaport ($ 446,250 in the aggregate).

RELATED PARTY TRANSACTIONS

Founder Shares

On July 12, 2024, Sponsor HoldCo made a capital

contribution of $ 25,000 in consideration for 6,708,333 Class B ordinary shares (the “founder shares”).

Effective as of

January 10, 2025, upon the expiry of the underwriters’ over-allotment option, 875,000 founder shares were forfeited by Sponsor HoldCo,

such that the number of founder shares collectively represents 25 % of the Company’s issued and outstanding shares upon the completion

On August 6, 2024, Sponsor HoldCo transferred 30,000 founder shares to each of the Company’s independent directors and

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

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.

On July 12, 2024, Sponsor HoldCo made a capital contribution of $ 25,000 in consideration for 6,708,333 Class B ordinary shares (the “founder shares”).

Effective as of January 10, 2025, upon the expiry of the underwriters’ over-allotment option, 875,000 founder shares were forfeited by Sponsor HoldCo, such that the number of founder shares collectively represents 25 % of the Company’s issued and outstanding shares upon the completion of the IPO.

On August 6, 2024, Sponsor HoldCo transferred 30,000 founder shares to each of the Company’s independent directors and 130,000 founder shares to the Company’s Executive Chairman (an aggregate of 220,000 ).

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.

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 September 30, 2025 and December 31, 2024, there were no Working Capital Loans outstanding.

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 Class A ordinary shares sold as part of the Private Placement Units (“Private Placement Shares”), and such Units would be identical to the Private Placement Units.

As of March 31, 2026 and December 31, 2025, there were no Working Capital Loans outstanding.

Advisory Agreement

In connection with the transactions contemplated by the Business Combination Agreement, on November 26, 2025, the Company and Sponsor entered into an advisory agreement (the “Advisory Agreement”) pursuant to which the Sponsor will provide certain services to the Company including, without limitation, in each case relating to the Business Combination, assisting the Company in preparing presentations, introducing the Company to potential investors, assisting the Company in arranging meetings with stockholders of PAD to the extent applicable, and assisting the Company with the preparation of any press releases and filings.

The Advisory Agreement provides for the Company to pay to the Sponsor a fee of up to $ 240,000 (which, in the sole discretion of the Company, may be payable in up to 12 monthly installments).

For the three months ended March 31, 2026, the Company did not incur any fees.

Senior Advisor Services Agreement

In connection with the transactions contemplated by the Business Combination Agreement, on December 1, 2025, the Company and Annie Gishen entered into a senior advisor services agreement (the “Services Agreement”) pursuant to which Ms.

Gishen will provide certain services to the Company including, without limitation, providing support to our Chief Executive Officer, the board of directors, and the partners of the Sponsor, undertaking special tasks or project work delegated by the senior management team and providing such other services as the Company reasonably requests.

Gishen is the daughter of Adam Gishen, our Chief Executive Officer.

The Services Agreement provides for the Company to pay Ms.

Gishen a monthly fee of $ 4,000 .

For the three months ended March 31, 2026, the Company incurred a total of $ 12,000 in fees associated with the Services Agreement.

COMMITMENTS AND CONTINGENCIES

Business Combination Agreement

On November 26, 2025, the Company entered into the Business Combination Agreement by and among the Company, Sponsor HoldCo, Merger Sub and PAD.

The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein:

Registration Rights

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

Placement Units, Class A ordinary shares underlying the Private Placement Units, Private Placement Warrants underlying the Private Placement

Units and the Class A ordinary shares underlying such Private Placement Warrants, (iii) restricted Class A ordinary shares, and (iv) any

Private Placement Units that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to

a registration rights agreement signed prior to the date of the IPO requiring the Company to register its securities held by them for

resale (in the case of the founder shares, only after conversion to Class A ordinary shares, and in the case of the restricted Class A

ordinary shares, upon vesting after the consummation of the initial Business Combination).

The holders of these securities will be entitled

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

In addition, the holders

have certain piggyback registration rights with respect to registration statements filed subsequent to the Company’s completion

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

the Securities Act.

The registration rights agreement provides that the Company will use commercially reasonable efforts to effect the

registration of the applicable securities after the completion of the initial Business Combination and prior to the expiration of the

applicable lock-up period.

The registration rights agreement does not contain liquidating damages or other cash settlement provisions

resulting from delays in registering the Company’s securities.

The Company will bear the expenses incurred in connection with the

filing of any such registration statements.

The holders of the (i) founder shares, (ii) Private Placement Units, Private Placement Shares underlying the Private Placement Units, Private Placement Warrants underlying the Private Placement Units and the Class A ordinary shares underlying such Private Placement Warrants, (iii) restricted Class A ordinary shares, and (iv) any Private Placement Units that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed on November 25, 2024, requiring the Company to register its securities held by them for resale (in the case of the founder shares, only after conversion to Class A ordinary shares, and in the case of the restricted Class A ordinary shares, upon vesting after the consummation of the initial Business Combination).

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities.

In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

The registration rights agreement provides that the Company will use commercially reasonable efforts to effect the registration of the applicable securities after the completion of the initial Business Combination and prior to the expiration of the applicable lock-up period.

The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

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

Underwriting Agreement

The Company granted the underwriters a 45 -day

option to purchase up to 2,625,000 additional Units to cover over-allotments at the IPO price, less the underwriting commissions, which

option expired effective as of January 10, 2025.

The underwriters were entitled to a cash underwriting

discount of $ 0.20 per Unit, or $ 3,500,000 in the aggregate, which was paid upon the closing of the IPO.

In addition, the underwriters

were entitled to a deferred fee of $ 0.40 per Unit sold in the offering of the IPO, or $ 7,000,000 in the aggregate, payable based on the

percentage of funds remaining in the Trust Account after redemptions of public shares, solely in the event that the Company completes

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

Warrants — As of September

30, 2025 and December 31, 2024, there were 9,081,563 warrants outstanding, including 8,750,000 Public Warrants and 331,563 Private Placement

The Company granted the underwriters of its IPO a 45 -day option to purchase up to 2,625,000 additional Units to cover over-allotments at the IPO price, less the underwriting commissions, which option expired effective as of January 10, 2025.

The underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit, or $ 3,500,000 in the aggregate, which was paid upon the closing of the IPO.

In addition, the underwriters were entitled to a deferred fee of $ 0.40 per Unit sold in the offering of the IPO, or $ 7,000,000 in the aggregate, payable based on the percentage of funds remaining in the Trust Account after redemptions of Public Shares, solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

As of March 31, 2026 and December 31, 2025, there were 9,081,563 warrants outstanding, including 8,750,000 Public Warrants and 331,563 Private Placement Warrants.

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

No fractional shares will be issued upon exercise of the

Public Warrants.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business

Combination and (b) 12 months from the closing of the IPO.

The Public Warrants will expire five years from the completion

of a Business Combination or earlier upon redemption or liquidation.

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:

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.

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

under the Securities Act.

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

the Private Placement Units will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private

Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable,

assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally,

the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable.

No fractional shares will be issued upon exercise of the Public Warrants.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the IPO.

The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

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 under the Securities Act.

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 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 the Private Placement Units will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable.

SHAREHOLDERS’ DEFICIT

Preference Shares — The

Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share, with such designations, voting and other

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

As of September 30, 2025 and

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

Class A Ordinary Shares — The

Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $ 0.0001 per share.

Holders of Class A ordinary

shares are entitled to one vote for each share.

As of September 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.

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 September 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

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 .

In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in

excess of the amounts issued in the IPO and related to the closing of a Business Combination, the ratio at which the Class B ordinary

shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class

B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number

of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis,

25 % of the sum of all ordinary shares issued and outstanding upon the completion of the IPO (not including (i) any Class A ordinary shares,

subject to vesting and any other restrictions, issued or deemed issued to Sponsor HoldCo (or its members or affiliates) in connection

with the consummation of the IPO, (ii) the Class A ordinary shares underlying the Private Placement Warrants, (iii) any Class A ordinary

shares issued to the Sponsor (or its members or affiliates) upon conversion of Working Capital Loans, and (iv) any Class A ordinary shares

or equity-linked securities issued, or to be issued, to any seller in the initial business combination).

The term “equity-linked

securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for Class A ordinary shares,

including but not limited to a private placement of equity or debt.

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.

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

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

Expected term (years)

Expected volatility

Exercise price

Risk-free interest rate

Expected term (years)

Expected volatility

Exercise price

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

Exercise price

Risk-free rate

Selected volatility

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

to the date of the IPO.

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

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

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $ 0.0001 per share.

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

As of March 31, 2026 and December 31, 2025, there were 988,125 Class A ordinary shares issued and outstanding, excluding the 17,500,000 shares subject to possible redemption.

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 March 31, 2026 and December 31, 2025, there were 5,833,333 Class B ordinary shares issued and outstanding.

On January 10, 2025, the underwriters’ 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 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.

In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25 % of the sum of all ordinary shares issued and outstanding upon the completion of the IPO (not including (i) any Class A ordinary shares, subject to vesting and any other restrictions, issued or deemed issued to Sponsor HoldCo (or its members or affiliates) in connection with the consummation of the IPO, (ii) the Class A ordinary shares underlying the Private Placement Warrants, (iii) any Class A ordinary shares issued to the Sponsor (or its members or affiliates) upon conversion of Working Capital Loans, and (iv) any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination).

The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for Class A ordinary shares, including but not limited to a private placement of equity or debt.

SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,”

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

areas, and major customers.

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

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

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

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 statements 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:

September 30,

Trust Account

$ 182,062,506

$ 176,597,270

September 30,

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief 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.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the unaudited condensed consolidated statements of operations as net income.

The measure of segment assets is reported on the condensed consolidated 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:

March 31, December 31,

Cash and cash equivalents $ 412,909 $ 544,791

Cash held in Trust Account $ 185,334,240 $ 183,785,456

Three Months Ended

General and administrative expenses $ 517,616 $ 364,345

Interest earned on cash held in Trust Account $ 1,548,784 $ 1,785,684

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

statements 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 statements 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 Investment Management Trust Agreement, dated November 25, 2024, between the Company and Odyssey Transfer and Trust Company.

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 unaudited condensed consolidated statements 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 unaudited condensed consolidated statements 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 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.

The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated 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