What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-26 compared with 2025-03-28 · 1009 added, 1543 removed, 526 unchanged (83% of the section changed)

Financial Statements and Supplementary Data.

Financial Statements and Supplementary

This information appears following Item 15 of

this Report and is included herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Changes in and Disagreements with

Accountants on Accounting and Financial Disclosure.

Controls and Procedures.

Disclosure Controls and

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed

with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed,

summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are also designed with

the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer

and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under

the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design

and operation of our disclosure controls and procedures as of December 31, 2024.

Based on this evaluation, our Chief Executive Officer

and Chief Financial Officer have concluded that our disclosure controls and procedures were effective.

Management believes that the financial

statements included in this Form 10-K present fairly in all material respects our financial position, results of operations and

cash flows for the period presented.

Management’s Report on Internal Controls

over Financial Reporting

Evaluation of Disclosure

Controls and Procedures

Disclosure controls and procedures are designed

to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported

within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our

management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate

to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our

Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our

disclosure controls and procedures as of December 31, 2025.

Based upon their evaluation, our Chief Executive Officer and Chief Financial

Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were

effective, Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material

respects our financial position, results of operations and cash flows for the periods presented.

Management’s Report

on Internal Controls over Financial Reporting

As required by SEC rules and regulations implementing

Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

Our internal control

over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our

management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use

or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any

evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal

control over financial reporting at December 31, 2025.

In making these assessments, management used the criteria set forth by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments

and those criteria, management determined that we maintained effective internal control over financial reporting as of December 31, 2025.

This Annual Report on Form 10-K does not include

a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent

registered public accounting firm due to our status as an emerging growth company under the JOBS Act and the transition period established

by the rules of the SEC for newly public companies.

Changes in Internal Control over Financial

There were no changes in our internal control

over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS

Changes in Internal Control

over Financial Reporting

There was no change in our internal control over

financial reporting that occurred during the most recent fiscal quarter of 2025 covered by this Annual Report that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

During the quarter ended December 31, 2024, no

director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading

arrangement,” each as defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.

During the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspection.

Not Applicable.

Directors, Executive

Officers and Corporate Governance.

Directors, Executive Officers and

Corporate Governance.

Our current directors and executive officer are

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Independent Director

Fersen Lamas Lambranho, Co-Chairman of the

Board of Directors

Fersen Lamas Lambranho,

Co-Chairman of the Board of Directors

Lambranho is the Chairman of GP Investments.

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Prior to joining GP Investments, Mr.

Lambranho was the CEO of

Lojas Americanas, which he joined in 1985, where he stayed for over 13 years, and also served as a member of the board for five

more years (from 1998 to 2003).

Lambranho was the CEO of Lojas

Americanas, which he joined in 1985, where he stayed for over 13 years, and also served as a member of the board for five more years (from

1998 to 2003).

He currently serves on the boards of Ensure Holdings

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to serve on our board of directors include his education, his investment experience and his numerous directorships.

Antonio Bonchristiano, Chief Executive Officer

Bonchristiano has served as a member

of the board of directors and the CEO of GP Investments since April 2014.

He joined GP Investments in 1993 and became Managing Director

Antonio Bonchristiano,

Chief Executive Officer

Bonchristiano has served as a member of the

board of directors and the CEO of GP Investments since April 2014.

He joined GP Investments in 1993 and became Managing Director in 1995.

Prior to joining GP Investments, Mr.

Bonchristiano was a Partner at Johnston Associates Inc., a finance consultancy based

in London, from 1990 to 1992, and worked for Salomon Brothers Inc.

Bonchristiano was a Partner at Johnston Associates Inc., a finance consultancy based in London, from

1990 to 1992, and worked for Salomon Brothers Inc.

in London and New York from 1987 to 1990.

Currently, he serves as

a member of the boards of directors of Ensure Holdings LLC, Virtual Dining Concepts Inc., G2D Investments, Ltd., BR Properties and GP

Bonchristiano also served on the board of several non-profit organizations, including Fundação Estudar

in São Paulo, Brazil, Fundação Bienal de São Paulo (from 2010 to 2016) and John Carter Brown Library, in

Providence, Rhode Island, USA (from 2011 to 2020).

Bonchristiano holds a bachelor’s degree in Politics, Philosophy, and

Economics from the University of Oxford.

Currently, he serves as a member of the boards

of directors of Ensure Holdings LLC, Virtual Dining Concepts Inc., G2D Investments, Ltd., BR Properties and GP Advisors.

Bonchristiano

also served on the board of several non-profit organizations, including Fundação Estudar in São Paulo, Brazil, Fundação

Bienal de São Paulo (from 2010 to 2016) and John Carter Brown Library, in Providence, Rhode Island, USA (from 2011 to 2020).

Bonchristiano holds a bachelor’s degree in Politics, Philosophy, and Economics from the University of Oxford.

Previously, he served as a member of the boards

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to 2008), among other companies.

He also served as Chief Financial Officer of SuperMar Supermercados (from 1995 to 1997) and Founder

and Chief Executive Officer of Submarino (from 1999 to 2001).

He served as vice-chairman of the board of directors of BR Properties SA

(from 2012 to 2013), officer of Geodex Communication (from 1999 to 2000) and Contax Participações (from 2002 to 2003).

He also served as Chief Financial Officer of SuperMar Supermercados (from 1995 to 1997) and Founder and

Chief Executive Officer of Submarino (from 1999 to 2001).

He served as vice-chairman of the board of directors of BR Properties SA (from

2012 to 2013), officer of Geodex Communication (from 1999 to 2000) and Contax Participações (from 2002 to 2003).

We believe Mr.

Bonchristiano’s qualifications

to serve on our board of directors include his extensive experience in private equity, numerous directorship roles and his financial

Spinner, Co-Chairman of our Board

to serve on our board of directors include his extensive experience in private equity, numerous directorship roles and his financial expertise.

Spinner, Co-Chairman

of our Board of Directors

Spinner has served as Chairman of the

Board and Chief Executive Officer of United Natural Foods, Inc.

UNFI) from December 2016 to August 2021, and as Chief

Executive Officer and as a member of the Board between 2008 and 2016.

UNFI) from December 2016 to August 2021, and as Chief Executive

Officer and as a member of the Board between 2008 and 2016.

Prior to joining United Natural Foods, Inc.

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from October 2006 to May 2008, when PFG was acquired by affiliates of The Blackstone Group and Wellspring Capital Management.

Spinner previously had served as PFG’s President and Chief Operating Officer beginning in May 2005.

served as PFG’s Senior Vice President and Chief Executive Officer — Broadline Division from February 2002

to May 2005 and as PFG’s Broadline Division President from August 2001 to February 2002.

Spinner currently serves as Lead Outside

Director of ArcBest Corporation, a holding company of businesses providing integrated logistics solution, since July 2011.

he is an operating partner at Mid Ocean Partners and a partner at Boxcar Partners.

previously had served as PFG’s President and Chief Operating Officer beginning in May 2005.

Spinner served as PFG’s Senior

Vice President and Chief Executive Officer - Broadline Division from February 2002 to May 2005 and as PFG’s Broadline

Division President from August 2001 to February 2002.

Spinner currently serves as Lead Outside Director

of ArcBest Corporation, a holding company of businesses providing integrated logistics solution, since July 2011.

Additionally he is an

operating partner at Mid Ocean Partners and a partner at Boxcar Partners.

We believe Mr.

Spinner’s qualifications

to serve on our board of directors include his extensive experience of over 28 years in the wholesale food distribution business,

including having held executive management positions with major food, logistics and brands businesses in the United States.

Rodrigo Boscolo, Chief Financial Officer

Boscolo is a Managing Director and the

Chief Financial Officer of GP Investments.

Boscolo’s role encompasses deploying the firm’s proprietary capital in

North America and Europe, as well as managing the firm’s global finance, treasury, technology, investor relations and corporate

development functions.

to serve on our board of directors include his extensive experience of over 28 years in the wholesale food distribution business, including

having held executive management positions with major food, logistics and brands businesses in the United States.

Rodrigo Boscolo, Chief

Financial Officer

Boscolo is a Managing Director and the Chief

Financial Officer of GP Investments.

Boscolo’s role encompasses deploying the firm’s proprietary capital in North America

and Europe, as well as managing the firm’s global finance, treasury, technology, investor relations and corporate development functions.

Since joining GP Investments in 2010, Mr.

Boscolo has led or was involved in multiple transactions in a broad

range of geographies and industries, particularly in the technology, business services, consumer, restaurants and retail sectors.

Boscolo has led or was involved in multiple transactions in a broad range of geographies and

industries, particularly in the technology, business services, consumer, restaurants and retail sectors.

Boscolo has served as the Chief Financial

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Boscolo worked as a consultant at The Boston Consulting Group (from 2008 to 2010).

Rodrigo is a graduate

of the University of Pennsylvania, where he earned an M.B.A.

Rodrigo is a graduate of the

University of Pennsylvania, where he earned an M.B.A.

from the Wharton School in 2014 and a M.A.

in International Studies from

the School of Arts and Sciences at the Lauder Institute in 2016.

in International Studies from the School

of Arts and Sciences at the Lauder Institute in 2016.

Rodrigo also holds a M.S.

from Kedge Business School, in Marseille,

France in 2007.

from Kedge Business School, in Marseille, France in 2007.

Andrew Fleiss, Director

Andrew Fleiss is an independent

director of the Company.

Fleiss is an investment professional focused on sourcing, structuring and creating value in

private and public investments.

Fleiss is a partner of Hudson Ferry Capital, an investment firm based in Stamford,

Fleiss worked at GP Investments from 2015 to 2019, making private equity investments and managing GP

Investments Acquisition Corp, a special purpose acquisition company which merged with Rimini Street Inc.

Andrew Fleiss is an independent director of

Fleiss is an investment professional focused on sourcing, structuring and creating value in private and public investments.

Fleiss is a partner of Hudson Ferry Capital, an investment firm based in Stamford, Connecticut.

Fleiss worked at GP Investments

from 2015 to 2019, making private equity investments and managing GP Investments Acquisition Corp, a special purpose acquisition company

which merged with Rimini Street Inc.

Previously, Mr.

worked at Liberty Partners from 2003 to 2015 making buyout and growth equity investments in middle market companies.

began his career in investment banking at UBS Warburg, advising on mergers and acquisitions and working on corporate equity and debt

Fleiss worked at Liberty Partners from 2003 to 2015 making buyout and growth equity

investments in middle market companies.

Fleiss began his career in investment banking at UBS Warburg, advising on mergers and acquisitions

and working on corporate equity and debt issuances.

Fleiss received his BS in Psychology from Amherst College.

Given his expertise in private equity, successful

career at GP Investments, and prior work with a special purpose acquisition company, we believe Mr.

Fleiss will provide

valuable advice as we consider potential merger candidates.

Given his expertise

in private equity, successful career at GP Investments, and prior work with a special purpose acquisition company, we believe Mr.

will provide valuable advice as we consider potential merger candidates.

Alexandre Ruberti, Director

Alexandre Ruberti is an independent

director of the Company.

Ruberti currently serves as CEO of Airwater Co.

Americas (on demand air to water technology company), as board member at Zevia PBC (NYSE:

ZVIA) (premium clean-ingredient

zero sugar beverage company) and at ZICO Rising, Inc.

Alexandre Ruberti is an independent director of the Company.

Ruberti currently serves as as board member at Zevia PBC (NYSE:

ZVIA) (premium clean-ingredient zero sugar beverage company) and at ZICO

(premium bottled coconut water company).

Until January 2025 Mr.

Ruberti served as Managing Director Americas at Waterdrop

(water company).

Until March 2024 Mr.

Ruberti served

as board member at Celsius Holdings, Inc.

Ruberti served as board member at Celsius Holdings, Inc.

(Energy Drink - NASDAQ:

He carries over

25 years of experience in the consumer packaged goods industry.

He carries over 25 years of experience in the consumer packaged goods industry.

Previously, Mr.

Ruberti served as CEO of Future Farm (a plant-based

meat company), as the President of Red Bull Distribution Company USA, Executive Vice President of Sales for Red Bull North America, Chief

Commercial Officer of Red Bull North America, and as Head of National Sales and Distribution of Brazil.

Prior to Red Bull, he spent nine years

at Coca-Cola Bottlers in Brazil.

Ruberti obtained his MBA from Fundação Getulio Vargas in Brazil

and lives in United States since 2011.

Ruberti served as CEO of Future Farm (a

plant-based meat company), as the President of Red Bull Distribution Company USA, Executive Vice President of Sales for Red Bull North

America, Chief Commercial Officer of Red Bull North America, and as Head of National Sales and Distribution of Brazil.

Prior to Red Bull,

he spent nine years at Coca-Cola Bottlers in Brazil.

Ruberti obtained his MBA from Fundação Getulio Vargas in

Brazil and lives in United States since 2011.

He also serves as a Member of the Young Presidents’ Organization - YPO

and is an active angel investor.

Ruberti’s extensive experience in the beverage & food industry, we believe

that he will provide valuable perspectives to executing our strategy, driving profitability and enhancing value for our shareholders.

Ruberti’s extensive experience in the beverage & food industry, we believe that he

will provide valuable perspectives to executing our strategy, driving profitability and enhancing value for our shareholders.

Sergio Pedreiro, Director

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and member of the compensation committee of Eve Air Mobility (NYSE:EVEX) (electric aircraft and urban mobility infrastructure company).

Pedreiro also serves as a partner at NuOrion Capital (financial

advisory firm) and as an advisor to Spayne Lindsay & Co (consumer industry focused corporate finance independent firm).

than 20 years of experience in international finance and business administration across a diverse array of industries.

Pedreiro also serves as a partner at NuOrion Capital (financial advisory firm) and as an advisor to Spayne Lindsay & Co (consumer

industry focused corporate finance independent firm).

He has more than 20 years of experience in international finance and business administration

across a diverse array of industries.

Previously, Mr.

Pedreiro served as the COO of Revlon, Inc.

(global beauty company), as the CEO of Estre Ambiental Inc.

(LatAm-based waste management

company) from 2015 to 2019, as a board member of Advanced Disposal Inc.

(US-based waste management company) from 2016 to 2017, and as

an Associate Partner at BTG Pactual’s private equity division from 2014 to 2018.

Before joining BTG Pactual, Mr.

was the CFO of Coty Inc.

(NYSE:COTY) (global beauty company) from 2009 to 2014, having led the Coty Inc.’s initial public offering

in 2013, which raised approximately $1 billion in proceeds.

He also served as the CFO of America Latina Logística S.A (currently

Rumo S.A.) (BVMF:RAIL3) (cargo railroad company) from 2002 to 2008.

Pedreiro began his career as a business

consultant at McKinsey & Company in Brazil.

(global beauty company), as the CEO of

Estre Ambiental Inc.

(LatAm-based waste management company) from 2015 to 2019, as a board member of Advanced Disposal Inc.

(US-based waste

management company) from 2016 to 2017, and as an Associate Partner at BTG Pactual’s private equity division from 2014 to 2018.

joining BTG Pactual, Mr.

Pedreiro was the CFO of Coty Inc.

(NYSE:COTY) (global beauty company) from 2009 to 2014, having led the Coty

Inc.’s initial public offering in 2013, which raised approximately $1 billion in proceeds.

He also served as the CFO of America

Latina Logística S.A (currently Rumo S.A.) (BVMF:RAIL3) (cargo railroad company) from 2002 to 2008.

Pedreiro began his career as a business consultant

at McKinsey & Company in Brazil.

Pedreiro received his B.S.

in Aeronautical Engineering with honors from Instituto

Tecnológico de Aeronáutica in Brazil, and also holds an M.B.A.

in Aeronautical Engineering with honors from Instituto Tecnológico

de Aeronáutica in Brazil, and also holds an M.B.A.

degree from Stanford University.

extensive experience in leadership positions in the consumer-products industry, having participated in multiple capital markets transactions

and managing publicly traded companies, we believe that Mr.

Pedreiro will provide valuable perspectives to executing our strategy

and evaluating potential merger candidates.

Pedreiro’s extensive experience

in leadership positions in the consumer-products industry, having participated in multiple capital markets transactions and managing publicly

traded companies, we believe that Mr.

Pedreiro will provide valuable perspectives to executing our strategy and evaluating potential merger

Director Independence

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standards and applicable SEC rules.

Our board has determined that each of Andrew Fleiss, Alexandre Ruberti and Sergio Pedreiro is an

independent director under applicable SEC rules and the Nasdaq listing standards.

Number, Terms of Office and Election of Officers

Our board has determined that each of Andrew Fleiss, Alexandre Ruberti and Sergio Pedreiro is an independent

director under applicable SEC rules and the Nasdaq listing standards.

Number, Terms of Office

and Election of Officers and Director

Our board of directors consists of five members.

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on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our

board of directors or by a majority of the holders of our ordinary shares (or, prior to our initial business combination, holders of

our founder shares).

board of directors or by a majority of the holders of our ordinary shares (or, prior to our initial business combination, holders of our

founder shares).

Our officers are appointed by the board of directors

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Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors.

Committees of the Board of Directors

Committees of the Board

Our board of directors has three standing committees - an

audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee and a nominating committee,

each comprised of independent directors.

Each committee operates under a charter that was approved by our board of directors and has

the composition and responsibilities described below.

audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee and a nominating committee, each

comprised of independent directors.

Each committee operates under a charter that was approved by our board of directors and has the composition

and responsibilities described below.

The charter of each committee is available on our website.

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Each member of the audit committee is financially

literate and our board of directors has determined that qualifies as an “audit committee financial expert” as defined in

applicable SEC rules and has accounting or related financial management expertise.

literate and our board of directors has determined that Sergio Pedreiro qualifies as an “audit committee financial expert”

as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which

details the purpose and principal functions of the audit committee, including:

● assisting board oversight of (1) the

integrity of our financial statements, (2) our compliance with legal and regulatory

requirements, (3) our independent registered public accounting firm’s qualifications

and independence, and (4) the performance of our internal audit function and independent

registered public accounting firm;

● the appointment, compensation, retention,

replacement, and oversight of the work of the independent registered public accounting firm

and any other registered public accounting firm engaged by us;

● pre-approving all audit and non-audit

services to be provided by the independent registered public accounting firm or any other

registered public accounting firm engaged by us, and establishing pre-approval policies and

● reviewing and discussing with the

independent registered public accounting firm all relationships the independent registered

public accounting firm has with us in order to evaluate their continued independence;

● setting clear hiring policies for

employees or former employees of the independent registered public accounting firm;

● setting clear policies for audit

partner rotation in compliance with applicable laws and regulations;

● obtaining and reviewing a report,

at least annually, from the independent registered public accounting firm describing (1) the

independent registered public accounting firm’s internal quality-control procedures

and (2) any material issues raised by the most recent internal quality-control review,

or peer review, of the audit firm, or by any inquiry or investigation by governmental or

professional authorities, within the preceding five years respecting one or more independent

audits carried out by the firm and any steps taken to deal with such issues;

● meeting to review and discuss our

annual audited financial statements and quarterly financial statements with management and

the independent registered public accounting firm, including reviewing our specific disclosures

under “Item 7.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations;”

● reviewing and approving any related

party transaction required to be disclosed pursuant to Item 404 of Regulation S-K

promulgated by the SEC prior to us entering into such transaction;

● reviewing with management, the independent

registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory

or compliance matters, including any correspondence with regulators or government agencies

and any employee complaints or published reports that raise material issues regarding our

financial statements or accounting policies and any significant changes in accounting standards

or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory

● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal

and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the

performance of our internal audit function and independent registered public accounting firm;

● the appointment, compensation, retention, replacement, and oversight of the work of the independent registered

public accounting firm and any other registered public accounting firm engaged by us;

● pre-approving all audit and non-audit services to be provided by the independent registered public accounting

firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

● reviewing and discussing with the independent registered public accounting firm all relationships the

independent registered public accounting firm has with us in order to evaluate their continued independence;

● setting clear hiring policies for employees or former employees of the independent registered public accounting

● setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

● obtaining and reviewing a report, at least annually, from the independent registered public accounting

firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material

issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation

by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by

the firm and any steps taken to deal with such issues;

● meeting to review and discuss our annual audited financial statements and quarterly financial statements

with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Item

Management’s Discussion and Analysis of Financial Condition and Results of Operations;”

● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of

Regulation S-K promulgated by the SEC prior to us entering into such transaction;

● reviewing with management, the independent registered public accounting firm, and our legal advisors,

as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any

employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any

significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory

Compensation Committee

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a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

● reviewing and approving on an annual

basis the corporate goals and objectives relevant to our Chief Executive Officer’s

compensation, evaluating our Chief Executive Officer’s performance in light of such

goals and objectives and determining and approving the remuneration (if any) of our Chief

Executive Officer based on such evaluation;

● reviewing and making recommendations

to our board of directors with respect to the compensation, and any incentive-compensation

and equity-based plans that are subject to board approval of all of our other officers;

● reviewing our executive compensation

policies and plans;

● implementing and administering our

incentive compensation equity-based remuneration plans;

● assisting management in complying

with our proxy statement and annual report disclosure requirements;

● approving all special perquisites,

special cash payments and other special compensation and benefit arrangements for our officers

and employees;

● producing a report on executive

compensation to be included in our annual proxy statement;

● reviewing, evaluating and recommending

changes, if appropriate, to the remuneration for directors.

● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive

Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining

and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

● reviewing and making recommendations to our board of directors with respect to the compensation, and any

incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;

● reviewing our executive compensation policies and plans;

● implementing and administering our incentive compensation equity-based remuneration plans;

● assisting management in complying with our proxy statement and annual report disclosure requirements;

● approving all special perquisites, special cash payments and other special compensation and benefit arrangements

for our officers and employees;

● producing a report on executive compensation to be included in our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation

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the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominating and Corporate Governance Committee

Nominating and Corporate

Governance Committee

The members of our nominating and corporate governance

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the nominating and corporate governance committee, including:

● identifying, screening and reviewing

individuals qualified to serve as directors, consistent with criteria approved by the board

of directors, and recommending to the board of directors candidates for nomination for election

at the annual general meeting or to fill vacancies on the board of directors;

● developing and recommending to the

board of directors and overseeing implementation of our corporate governance guidelines;

● coordinating and overseeing the

annual self-evaluation of the board of directors, its committees, individual directors and

management in the governance of Inc company;

● reviewing on a regular basis our

overall corporate governance and recommending improvements as and when necessary.

● identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria

approved by the board of directors, and recommending to the board of directors candidates for nomination for election at the annual general

meeting or to fill vacancies on the board of directors;

● developing and recommending to the board of directors and overseeing implementation of our corporate governance

● coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual

directors and management in the governance of Inc company;

● reviewing on a regular basis our overall corporate governance and recommending improvements as and when

The charter also provides that the nominating

and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be

used to identify director candidates, and is directly responsible for approving the search firm’s fees and other retention terms.

and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used

to identify director candidates, and is directly responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific,

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business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Prior to our initial business combination, holders of our Public Shares will not have the right to recommend director candidates for

nomination to our board of directors.

Prior to our initial business combination, holders of our Public Shares will not have the right to recommend director candidates for nomination

to our board of directors.

Code of Ethics

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In addition, a copy of our Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments

to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

We intend to disclose any amendments to

or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

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owe the following fiduciary duties:

● duty to act in good faith in what

the director or officer believes to be in the best interests of the company as a whole;

● duty to exercise powers for the

purposes for which those powers were conferred and not for a collateral purpose;

● duty to not improperly fetter the

exercise of future discretion;

● duty to exercise powers fairly as

between different sections of shareholders;

● duty not to put themselves in a

position in which there is a conflict between their duty to the company and their personal

● duty to act in good faith in what the director or officer believes to be in the best interests of the

company as a whole;

● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral

● duty to not improperly fetter the exercise of future discretion;

● duty to exercise powers fairly as between different sections of shareholders;

● duty not to put themselves in a position in which there is a conflict between their duty to the company

and their personal interests;

● duty to exercise independent judgment.

In addition to the above, directors also owe

a duty of care, which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably diligent person

having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as

are carried out by that director in relation to the company and the general knowledge, skill and experience which that director has.

In addition to the above, directors also owe a

duty of care, which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably diligent person having

both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried

out by that director in relation to the company and the general knowledge, skill and experience which that director has.

As set out above, directors have a duty not to

put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result

of their position.

put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of

their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance

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Our management team, in their capacities as directors,

officers or employees of our co-sponsors or their respective affiliates or in their other endeavors, may choose to present potential

business combinations to the related entities described above, current or future entities affiliated with or managed by either of our

co-sponsors, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands

law and any other applicable fiduciary duties.

officers or employees of our co-sponsors or their respective affiliates or in their other endeavors, may choose to present potential business

combinations to the related entities described above, current or future entities affiliated with or managed by either of our co-sponsors,

or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any

other applicable fiduciary duties.

Our directors and officers presently have, and

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fullest extent permitted by applicable law:

(i) no individual serving as a director or an officer shall have any duty, except and

to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities

or lines of business as us;

and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate

in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on

Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly,

will have conflicts of interest in allocating management time among various business activities, including identifying potential business

combinations and monitoring the related due diligence.

See “Risk Factors — Certain of our directors and officers

are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended

to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity

should be presented.”

(i) no individual serving as a director or an officer shall have any duty, except and to the

extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines

of business as us;

and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential

transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

Our directors

and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest

in allocating management time among various business activities, including identifying potential business combinations and monitoring

the related due diligence.

See “Risk Factors - Certain of our directors and officers are now, and all of them may

in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly,

may have conflicts of interest in determining to which entity a particular business opportunity should be presented.”

Accordingly, if any of the above directors or

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fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination

opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties

under Cayman Islands law.

Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted

by applicable law:

(i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly

assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business

and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction

or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

We do not believe,

however, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to identify and pursue

business combination opportunities or complete our initial business combination.

opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under

Cayman Islands law.

Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable

(i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract,

to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us;

and (ii) we renounce

any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be

a corporate opportunity for any director or officer, on the one hand, and us, on the other.

We do not believe, however, that any of the

foregoing fiduciary duties or contractual obligations will materially affect our ability to identify and pursue business combination opportunities

or complete our initial business combination.

Potential investors should also be aware of the

following potential conflicts of interest:

● None of our directors or officers

is required to commit his or her full time to our affairs and, accordingly, may have conflicts

of interest in allocating his or her time among various business activities.

● In the course of their other business

activities, our directors and officers may become aware of investment and business opportunities

that may be appropriate for presentation to us as well as the other entities with which they

are affiliated.

Our management may have conflicts of interest in determining to which entity

a particular business opportunity should be presented.

For a complete description of our

management’s other affiliations, see “— Directors and Officers.”

● Our initial shareholders, directors

and officers have agreed to waive their redemption rights with respect to any founder shares

and Public Shares held by them in connection with the consummation of our initial business

Additionally, our initial shareholders have agreed to waive their redemption

rights with respect to their founder shares if we fail to consummate our initial business

combination within 24 months after the closing of the Initial Public Offering.

if our initial shareholders (or any of our directors, officers or affiliates) acquire Public

Shares, they will be entitled to liquidating distributions from the trust account with respect

to such Public Shares if we fail to consummate our initial business combination within the

prescribed time frame.

If we do not complete our initial business combination within such

applicable time period, the proceeds of the sale of the private placement warrants held in

the trust account will be used to fund the redemption of our Public Shares, and the private

placement warrants will expire worthless.

With certain limited exceptions, the founder shares

will not be transferable, assignable or salable by our initial shareholders until the earlier

● None of our directors or officers is required to commit his or her full time to our affairs and, accordingly,

may have conflicts of interest in allocating his or her time among various business activities.

● In the course of their other business activities, our directors and officers may become aware of investment

and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated.

Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

a complete description of our management’s other affiliations, see “- Directors and Officers.”

● Our initial shareholders, directors and officers have agreed to waive their redemption rights with respect

to any founder shares and Public Shares held by them in connection with the consummation of our initial business combination.

Additionally,

our initial shareholders have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our

initial business combination within 24 months after the closing of the Initial Public Offering.

However, if our initial shareholders (or

any of our directors, officers or affiliates) acquire Public Shares, they will be entitled to liquidating distributions from the trust

account with respect to such Public Shares if we fail to consummate our initial business combination within the prescribed time frame.

If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement

warrants held in the trust account will be used to fund the redemption of our Public Shares, and the private placement warrants will expire

With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial shareholders

until the earlier of:

(1) one year after the completion of our initial business combination;

and (2) subsequent

to our initial business combination (x) if the last reported sale price of our Class A

ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,

share dividends, rights issuances, reorganizations, recapitalizations and the like) for any

20 trading days within any 30-trading day period commencing at least 150 days after

our initial business combination or (y) the date on which we complete a liquidation,

merger, share exchange, reorganization or other similar transaction that results in all of

our public shareholders having the right to exchange their ordinary shares for cash, securities

or other property.

With certain limited exceptions, the private placement warrants and the

ordinary shares underlying such warrants, will not be transferable, assignable or salable

by Sponsor HoldCo until 30 days after the completion of our initial business combination.

and (2) subsequent to our initial business

combination (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share

sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation,

merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to

exchange their ordinary shares for cash, securities or other property.

With certain limited exceptions, the private placement warrants

and the ordinary shares underlying such warrants, will not be transferable, assignable or salable by Sponsor HoldCo until 30 days after

the completion of our initial business combination.

Since our co-sponsors and directors and officers may directly or indirectly own ordinary

shares and warrants and will directly or indirectly own founder shares following the Initial

Public Offering, our directors and officers may have a conflict of interest in determining

whether a particular target business is an appropriate business with which to effectuate

shares and warrants and will directly or indirectly own founder shares following the Initial Public Offering, our directors and officers

may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate

our initial business combination.

● Our directors and officers may negotiate

employment or consulting agreements with a target business in connection with a particular

● Our directors and officers may negotiate employment or consulting agreements with a target business in

connection with a particular business combination.

These agreements may provide for them to receive compensation following our initial

business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular

business combination.

These agreements may provide for them to receive compensation following

our initial business combination and as a result, may cause them to have conflicts of interest

in determining whether to proceed with a particular business combination.

● Our directors and officers may have

a conflict of interest with respect to evaluating a particular business combination if the

retention or resignation of any such directors and officers was included by a target business

as a condition to any agreement with respect to our initial business combination.

● Our directors and officers may have a conflict of interest with respect to evaluating a particular business

combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any

agreement with respect to our initial business combination.

The conflicts described above may not be resolved

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Sporting goods retailer

Consumer venture capital

Consumer venture capital firm

Ensure Holdings LLC

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Investment firm

Chief Executive Officer and

Chief Executive Officer and Director

Investment manager

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Water company

Chief Executive Officer

Ashland Global Holdings Inc.

Chemical company

Eve Air Mobility

Aircraft company

Managing Director

Healthy carbonated beverage company

ZICO Rising, Inc.

Healthy coconut beverage company

Sergio Pedreiro

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Corporate finance firm

Healthy carbonated beverage company

ZICO Rising, Inc.

Healthy coconut beverage company

Ashland Global Holdings Inc.

Chemical company

Eve Air Mobility

Aircraft company

We are not prohibited from pursuing an initial

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directors or officers, or non-managing HoldCo investors.

In the event we seek to complete our initial business combination with such

a company, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking

In the event we seek to complete our initial business combination with such a

company, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking

firm that is a member of FINRA or from an independent accounting firm that such an initial business combination is fair to our company

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majority of our independent directors.

In addition, Sponsor Holdco, our co-sponsors

or any of their respective affiliates may make additional investments in the company in connection with the initial business combination,

In addition, Sponsor Holdco, our co-sponsors or

any of their respective affiliates may make additional investments in the company in connection with the initial business combination,

although Sponsor HoldCo, our co-sponsors and their affiliates have no obligation or current intention to do so.

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In the event that we submit our initial business

combination to our public shareholders for a vote, our initial shareholders, directors and officers have agreed (and their permitted

transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and Public Shares

held by them in favor of our initial business combination.

The non-managing HoldCo investors are not required to (i) hold any Units,

Class A ordinary shares or public warrants they may purchase in the Initial Public Offering or thereafter for any amount of time,

(ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain

from exercising their right to redeem their Public Shares at the time of our initial business combination.

The non-managing HoldCo investors

will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the Units

they may purchase in the Initial Public Offering as the rights afforded to our other public shareholders.

combination to our public shareholders for a vote, our initial shareholders, directors and officers have agreed (and their permitted transferees

will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and Public Shares held by them

in favor of our initial business combination.

The non-managing HoldCo investors are not required to (i) hold any Units, Class A ordinary

shares or public warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote any Class A

ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their

right to redeem their Public Shares at the time of our initial business combination.

The non-managing HoldCo investors will have the same

rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the Units they may purchase in the

Initial Public Offering as the rights afforded to our other public shareholders.

Executive Compensation

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Commencing on the date that our securities are

first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay an affiliate

of GP sponsor a total of $5,000 per month for office space, administrative and support services.

Sponsor HoldCo, our co-sponsors, directors

and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities

on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

committee will review on a quarterly basis all payments that were made by us to Sponsor HoldCo, our co-sponsors, directors, officers

or our or any of their respective affiliates.

After the completion of our initial business

combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation

from the combined company.

All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials

or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.

It is unlikely the

amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for

determining executive officer and director compensation.

Any compensation to be paid to our officers after the completion of our initial

business combination will be determined by a compensation committee constituted solely by independent directors.

first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we have paid and will

pay an affiliate of GP sponsor a total of $5,000 per month for office space, administrative and support services.

Sponsor HoldCo, our

co-sponsors, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred

in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business

combinations.

Our audit committee will review on a quarterly basis all payments that were made by us to Sponsor HoldCo, our co-sponsors,

directors, officers or our or any of their respective affiliates.

After the completion of our initial business combination,

directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined

All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation

materials furnished to our shareholders in connection with a proposed business combination.

It is unlikely the amount of such compensation

will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer

and director compensation.

Any compensation to be paid to our officers after the completion of our initial business combination will be

determined by a compensation committee constituted solely by independent directors.

We are not party to any agreements with our directors

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may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability

of our management to remain with us after the consummation of our initial business combination should be a determining factor in our

decision to proceed with any potential business combination.

of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision

to proceed with any potential business combination.

Clawback Policy

We have adopted our Clawback Policy covering

our executive officers.

Our Clawback Policy provides that in the event of a required accounting restatement, our compensation committee

will seek reimbursement of the portion of any incentive-based compensation that would not have been paid had our financial statements

been correctly stated.

Security Ownership

of Certain Beneficial Owners and Management and Related Stockholder Matters.

We have adopted our Clawback Policy covering our

executive officers.

Our Clawback Policy provides that in the event of a required accounting restatement, our compensation committee will

seek reimbursement of the portion of any incentive-based compensation that would not have been paid had our financial statements been

correctly stated.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

The following table sets forth information available

to us at March 26, 2026 with respect to our ordinary shares held by:

● each person known by us to be the beneficial owner of more than

5% of our outstanding shares of common stock;

● each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common

● each of our executive officers and directors;

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Class B Ordinary Shares (1)

Percentage of Class

Outstanding Ordinary

Approximate Percentage of

Percentage of

Name and Address of Beneficial Owner (2)

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HGC Investment Management Inc (9)

MMCAP International Inc.

First Trust Merger Arbitrage Fund (10)

Polar Asset Management Partners Inc.

AQR Capital Management, LLC (11)

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Picton Mahoney Asset Management (13)

Barclays PLC (14)

Meteora Capital, LLC (15)

* Less than one percent.

(1) Class B ordinary shares will convert into Class A ordinary

shares on a one-for-one basis, subject to adjustment, as described in the section entitled “Description

of Securities” in our prospectus filed with the SEC pursuant to Rule 424(b)(4) (File No.

(2) Unless otherwise noted, the business address of each of the following

entities or individuals is c/o GP-Act III Acquisition Corp., 300 Park Avenue, 2nd Floor, New York,

New York 10022, United States of America.

(3) At the closing of the Initial Public

Offering and considering the full exercise of the underwriter’s over-allotment option, Sponsor

HoldCo is the record holder of 7,112,500 founder shares.

Our co-sponsors, GP sponsor, Act III sponsor

and Boxcar sponsor are managing members of Sponsor HoldCo.

Investment and voting decisions are made

by 51% or more of the voting power held by the managing members of Sponsor HoldCo.

By virtue of having

a 50% interest in the voting power in Sponsor HoldCo, GP sponsor may be deemed to beneficially own

the founder shares held by Sponsor HoldCo.

(4) The managing member of GP sponsor is GPIC, LLC, a Delaware limited

liability company.

GPIC, LLC is controlled by GP Investments, Ltd.

(1) Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment,

as described in the section entitled “Description of Securities” in our prospectus filed with the SEC pursuant to Rule 424(b)(4)

(2) Unless otherwise noted, the business address of each of the following entities or individuals is c/o GP-Act

III Acquisition Corp., 300 Park Avenue, 2nd Floor, New York, New York 10022, United States of America.

(3) At the closing of the Initial Public Offering and considering the full exercise of the underwriter’s

over-allotment option, Sponsor HoldCo is the record holder of 7,112,500 founder shares.

Our co-sponsors, GP sponsor, Act III sponsor and

Boxcar sponsor are managing members of Sponsor HoldCo.

Investment and voting decisions are made by 51% or more of the voting power held

by the managing members of Sponsor HoldCo.

By virtue of having a 50% interest in the voting power in Sponsor HoldCo, GP sponsor may be

deemed to beneficially own the founder shares held by Sponsor HoldCo.

(4) The managing member of GP sponsor is GPIC, LLC, a Delaware limited liability company.

GPIC, LLC is controlled

by GP Investments, Ltd.

GP Investments, Ltd.

controlled by Mr.

is jointly controlled by Mr.

Fersen Lamas Lambranho and Mr.

Antonio Bonchristiano, who by virtue of

their control may be deemed to share beneficial ownership of the founder shares held by Sponsor HoldCo.

Antonio Bonchristiano, who by

virtue of their control may be deemed to share beneficial ownership of the founder shares held by Sponsor HoldCo.

Each of Messrs.

Lambranho and Bonchristiano disclaims beneficial ownership of the founder shares held

by Sponsor HoldCo.

and Bonchristiano disclaims beneficial ownership of the founder shares held by Sponsor HoldCo.

(5) Irwin Simon is the managing member of Act III sponsor.

disclaims beneficial ownership of any founder shares held by Sponsor HoldCo.

(6) Steven Spinner, Joseph Kekst, Louis Feinberg and Peter Feinberg are

managing members of Boxcar sponsor.

Simon disclaims beneficial ownership of any

founder shares held by Sponsor HoldCo.

(6) Steven Spinner, Joseph Kekst, Louis Feinberg and Peter Feinberg are managing members of Boxcar sponsor.

Each of Messrs.

Spinner, Kekst, Feinberg and Feinberg disclaims

beneficial ownership of any founder shares held by Sponsor HoldCo.

(7) The non-managing HoldCo investors purchased (i) approximately $284.5

million of the Units in the Initial Public Offering at the offering price, considering the exercise

in full of the underwriter’s over-allotment option and (ii) through Sponsor HoldCo, an aggregate

of 4,025,000 private placement warrants at a price of $1.00 per warrant ($4,025,000 in the aggregate);

considering each non-managing HoldCo investor purchasing, through Sponsor HoldCo, the private placement

warrants allocated to it, in connection with the closing of the Initial Public Offering, Sponsor HoldCo

issued membership interests at a nominal purchase price to the non-managing HoldCo investors at the

closing of the Initial Public Offering reflecting interests in an aggregate of 3,220,000 founder shares

held by Sponsor HoldCo.

The non-managing HoldCo investors are not granted any shareholder or other

rights in addition to those afforded to our other public shareholders and were only issued membership

interests in Sponsor HoldCo, with no right to control Sponsor HoldCo or vote or dispose of any securities

held by Sponsor HoldCo, including the founder shares held by Sponsor HoldCo.

(8) According to a Schedule 13G/A filed with the SEC on February 14, 2025,

Karpus Management, Inc.

has sole voting and dispositive power over the Class A ordinary shares reported

The business address of this reporting person is 183 Sully’s Trail, Pittsford, New York

(9) According to a Schedule 13G filed with the SEC on February 14, 2025,

HGC Investment Management Inc has sole voting and dispositive power over the Class A ordinary shares

reported herein.

The business address of this reporting person is 1027 Yonge St, Suite 301, Toronto,

(10) According to a Schedule 13G/A filed with the SEC on February 10, 2025,

MMCAP International Inc.

SPC and MM Asset Management Inc.

have shared voting and dispositive power

over the Class A ordinary shares reported herein.

The business addresses of this reporting persons

are c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O.

Grand Cayman, KY1-1108, Cayman Islands and 161 Bay Street, TD Canada Trust Tower, Suite 2240, Toronto,

ON, M5J 2S1, Canada.

(11) According to a Schedule 13G filed with the SEC on November 14, 2024,

(1) First Trust Merger Arbitrage Fund (“VARBX”), a series of Investment Managers Series

Trust II, an investment company registered under the Investment Company Act of 1940, may be deemed

the beneficial owner of 2,351,438 Class A ordinary shares with sole voting and dispositive power,

(2) First Trust Capital Management L.P.

(“FTCM”), an investment adviser registered with

the SEC that provides investment advisory services to, among others, (i) series of Investment Managers

Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically

First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment

company registered under the Investment Company Act of 1940, and (iii) Highland Capital Management

Institutional Fund II, LLC, a Delaware limited liability company (collectively, the “Client

Accounts”), may be deemed the beneficial owner of 2,587,500 Class A ordinary shares with sole

voting and dispositive power, (3) First Trust Capital Solutions L.P.

(“FTCS”), a Delaware

limited partnership and control person of FTCM, may be deemed the beneficial owner of 2,587,500 Class

A ordinary shares with sole voting and dispositive power, (4) FTCS Sub GP LLC (“Sub GP”),

a Delaware limited liability company and control person of FTCM, may be deemed the beneficial owner

of 2,587,500 Class A ordinary shares with sole voting and dispositive power.

The business address

of FTCM, FTCS and Sub GP is 225 W.

Wacker Drive, 21st Floor, Chicago, IL 60606.

The business address

of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

(12) According to a Schedule 13G filed with the SEC on November 14, 2024,

Polar Asset Management Partners Inc.

has sole voting and dispositive power over the Class A ordinary

shares reported herein.

The business address of this reporting person is 16 York Street, Suite 2900,

Toronto, ON, Canada M5J 0E6.

(13) According to a Schedule 13G filed with the SEC on November 14, 2024,

AQR Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC have shared

Spinner, Kekst, Feinberg and Feinberg disclaims beneficial ownership of any founder shares held by Sponsor HoldCo.

(7) The non-managing HoldCo investors purchased (i) approximately $284.5 million of the Units in the Initial

Public Offering at the offering price, considering the exercise in full of the underwriter’s over-allotment option and (ii) through

Sponsor HoldCo, an aggregate of 4,025,000 private placement warrants at a price of $1.00 per warrant ($4,025,000 in the aggregate);

each non-managing HoldCo investor purchasing, through Sponsor HoldCo, the private placement warrants allocated to it, in connection with

the closing of the Initial Public Offering, Sponsor HoldCo issued membership interests at a nominal purchase price to the non-managing

HoldCo investors at the closing of the Initial Public Offering reflecting interests in an aggregate of 3,220,000 founder shares held by

Sponsor HoldCo.

The non-managing HoldCo investors are not granted any shareholder or other rights in addition to those afforded to our

other public shareholders and were only issued membership interests in Sponsor HoldCo, with no right to control Sponsor HoldCo or vote

or dispose of any securities held by Sponsor HoldCo, including the founder shares held by Sponsor HoldCo.

(8) According to a Schedule 13G/A filed with the SEC on August 14, 2025, Karpus Management, Inc.

voting and dispositive power over the Class A ordinary shares reported herein.

The business address

of this reporting persons is One Greenwich Plaza, Greenwich, CT 06830.

(14) According to a Schedule 13G filed with the SEC on November 13, 2024,

Ramya Rao has sole voting and dispositive power over the Class A ordinary shares reported herein.

The business address of this reporting person is 1 Churchill Place, London - E14 5HP.

(15) According to a Schedule 13G filed with the SEC on November 17, 2024,

Picton Mahoney Asset Management has sole voting and dispositive power over the Class A ordinary shares

reported herein.

The business address of this reporting person is 33 Yonge Street, #320, Toronto,

The business address of this reporting person is 183 Sully’s

Trail, Pittsford, New York 14534.

(9) According to a Schedule 13G filed with the SEC on February 14, 2025, HGC Investment Management Inc has

sole voting and dispositive power over the Class A ordinary shares reported herein.

The business address of this reporting person is 1027

Yonge St, Suite 301, Toronto, ON, M4W 2K9.

(10) According to a Schedule 13G filed with the SEC on November 14, 2024, (1) First Trust Merger Arbitrage

Fund (“VARBX”), a series of Investment Managers Series Trust II, an investment company registered under the Investment Company

Act of 1940, may be deemed the beneficial owner of 2,351,438 Class A ordinary shares with sole voting and dispositive power, (2) First

Trust Capital Management L.P.

(“FTCM”), an investment adviser registered with the SEC that provides investment advisory services

to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act

of 1940, specifically First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company

registered under the Investment Company Act of 1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited

liability company (collectively, the “Client Accounts”), may be deemed the beneficial owner of 2,587,500 Class A ordinary

shares with sole voting and dispositive power, (3) First Trust Capital Solutions L.P.

(“FTCS”), a Delaware limited partnership

and control person of FTCM, may be deemed the beneficial owner of 2,587,500 Class A ordinary shares with sole voting and dispositive power,

(4) FTCS Sub GP LLC (“Sub GP”), a Delaware limited liability company and control person of FTCM, may be deemed the beneficial

owner of 2,587,500 Class A ordinary shares with sole voting and dispositive power.

The business address of FTCM, FTCS and Sub GP is 225

Wacker Drive, 21st Floor, Chicago, IL 60606.

The business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

(11) According to a Schedule 13G filed with the SEC on November 14, 2024, AQR Capital Management, LLC, AQR

Capital Management Holdings, LLC and AQR Arbitrage, LLC have shared voting and dispositive power over the Class A ordinary shares reported

The business address of this reporting persons is One Greenwich Plaza, Greenwich, CT 06830.

(12) According to a Schedule 13G filed with the SEC on November 13, 2024, Ramya Rao has sole voting and dispositive

power over the Class A ordinary shares reported herein.

The business address of this reporting person is 1 Churchill Place, London - E14

(13) According to a Schedule 13G filed with the SEC on November 17, 2024, Picton Mahoney Asset Management has

sole voting and dispositive power over the Class A ordinary shares reported herein.

The business address of this reporting person is 33

Yonge Street, #320, Toronto, ON M5E 1G4.

(14) According to a Schedule 13G/A filed with the SEC on March 28, 2025, Barclays PLC has sole voting and dispositive

power over the Class A ordinary shares reported herein.

The business address of this reporting person is 1 Churchill Place, London - E14

(15) According to a Schedule 13G filed with the SEC on August 14, 2025, Meteora Capital, LLC has shared voting

and dispositive power over the Class A ordinary shares reported herein.

The business address of this reporting person is 1200 N Federal

Hwy, #200, Boca Raton FL 33432.

Our initial shareholders beneficially own approximately

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our amended and restated memorandum and articles of association and approval of significant corporate transactions.

Certain Relationships

and Related Transactions, and Director Independence.

Certain Relationships and Related

Transactions, and Director Independence.

Founder Shares

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in connection with the resignation of those independent directors.

On March 22, 2021, GP sponsor transferred 3,543,750 founder

shares to Act III sponsor at their original purchase price.

On December 17, 2021, we effected a share capitalization with respect to

our Class B ordinary shares of 2,395,834 shares thereof.

On December 29, 2023, each of our co-sponsors surrendered 1,147,917 Class B

ordinary shares, which, together with the simultaneous surrender of Class B ordinary shares by our resigning independent directors, resulted

in our co-sponsors holding an aggregate of 7,187,500 founder shares.

On March 7, 2024, Act III sponsor transferred 1,796,875 founder

shares to Boxcar sponsor at their original purchase price.

Subsequently, on March 7, 2024, our co-sponsors formed Sponsor HoldCo, through

which our co-sponsors (i) hold their respective founder shares and (ii) have committed to purchase private placement warrants.

Subsequently,

on March 7, 2024, our co-sponsors contributed 7,187,500 founder shares to Sponsor HoldCo at their original purchase price, resulting

in GP sponsor, Act III sponsor and Boxcar sponsor indirectly holding, through their respective membership interests in Sponsor HoldCo,

3,593,750 founder shares, 1,796,875 founder shares and 1,796,875 founder shares, respectively (without considering the subsequent transfer

of 75,000 founder shares from Sponsor HoldCo to our independent directors).

Subsequently, on March 7, 2024, Sponsor HoldCo transferred

25,000 founder shares to each of our independent directors (an aggregate of 75,000 founder shares) at their original purchase price.

Considering each non-managing HoldCo investor purchasing, through Sponsor HoldCo, the private placement warrants allocated to it in connection

with the closing of this offering, Sponsor HoldCo issued membership interests at a nominal purchase price to the non-managing HoldCo

investors reflecting interests in an aggregate of 3,220,000 founder shares held by Sponsor HoldCo.

On March 22, 2021, GP sponsor transferred 3,543,750 founder shares

to Act III sponsor at their original purchase price.

On December 17, 2021, we effected a share capitalization with respect to our Class

B ordinary shares of 2,395,834 shares thereof.

On December 29, 2023, each of our co-sponsors surrendered 1,147,917 Class B ordinary shares,

which, together with the simultaneous surrender of Class B ordinary shares by our resigning independent directors, resulted in our co-sponsors

holding an aggregate of 7,187,500 founder shares.

On March 7, 2024, Act III sponsor transferred 1,796,875 founder shares to Boxcar sponsor

at their original purchase price.

Subsequently, on March 7, 2024, our co-sponsors formed Sponsor HoldCo, through which our co-sponsors

(i) hold their respective founder shares and (ii) have committed to purchase private placement warrants.

Subsequently, on March 7, 2024,

our co-sponsors contributed 7,187,500 founder shares to Sponsor HoldCo at their original purchase price, resulting in GP sponsor, Act

III sponsor and Boxcar sponsor indirectly holding, through their respective membership interests in Sponsor HoldCo, 3,593,750 founder

shares, 1,796,875 founder shares and 1,796,875 founder shares, respectively (without considering the subsequent transfer of 75,000 founder

shares from Sponsor HoldCo to our independent directors).

Subsequently, on March 7, 2024, Sponsor HoldCo transferred 25,000 founder shares

to each of our independent directors (an aggregate of 75,000 founder shares) at their original purchase price.

Considering each non-managing

HoldCo investor purchasing, through Sponsor HoldCo, the private placement warrants allocated to it in connection with the closing of the

Initial Public Offering, Sponsor HoldCo issued membership interests at a nominal purchase price to the non-managing HoldCo investors reflecting

interests in an aggregate of 3,220,000 founder shares held by Sponsor HoldCo.

The founder shares included an aggregate of up

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completion of the Initial Public Offering.

On May 13, 2024, as a result of the underwriter’s election to fully exercise its

over-allotment option, the 937,500 shares are no longer subject to forfeiture.

On May 13, 2024, as a result of the underwriter’s election to fully exercise its over-allotment

option, the 937,500 shares are no longer subject to forfeiture.

Sponsor HoldCo has agreed, subject to limited

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of a business combination;

and (B) subsequent to a business combination, (x) if the last reported sale price of the Class A

ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a business combination,

or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar

transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for

cash, securities or other property.

and (B) subsequent to a business combination, (x) if the last reported sale price of the Class A ordinary shares

equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and

the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a business combination, or (y) the

date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that

results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or

other property.

Private Placement Warrants

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Initial Public Offering.

The non-managing HoldCo investors purchased, indirectly through the purchase of non-managing Sponsor HoldCo

membership interests, 4,025,000 private placement warrants at a price of $1.00 per warrant in a private placement that closed simultaneously

with the closing of the Initial Public Offering.

The non-managing HoldCo investors purchased, indirectly through the purchase of non-managing Sponsor HoldCo membership

interests, 4,025,000 private placement warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with

the closing of the Initial Public Offering.

Each Private Placement Warrant is exercisable

for one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

The proceeds from the sale of the private

placement warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not

complete a business combination within 24 months from the closing of the Initial Public Offering, the proceeds from the sale of the

private placement warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements

of applicable law) and the private placement warrants will expire worthless.

The proceeds from the sale of the private placement

warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a

business combination within 24 months from the closing of the Initial Public Offering, the proceeds from the sale of the private placement

warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable

law) and the private placement warrants will expire worthless.

If we do not complete an initial business combination

within 24 months from the closing of our Initial Public Offering, the proceeds of the sale of the private placement warrants will be

used to fund the redemption of our Public Shares, subject to the requirements of applicable law, and the private placement warrants will

expire worthless.

within 24 months from the closing of our Initial Public Offering, the proceeds of the sale of the private placement warrants will be used

to fund the redemption of our Public Shares, subject to the requirements of applicable law, and the private placement warrants will expire

Related Party Loans

Prior to the closing of our Initial Public Offering,

GPIC, LLC, the managing member of GP sponsor, agreed to loan us up to $700,000 under an unsecured promissory note, dated December 30,

2020, as amended on December 31, 2021, further amended on December 29, 2023, effective as of June 30, 2022, and on May

13, 2024, to among other matters, increase the loan amount to up to $700,000, from $300,000 and extend the maturity date.

This promissory

note was used to pay a portion of the expenses of our Initial Public Offering.

These loans were non-interest bearing, unsecured and due

at the earlier of the consummation of our initial business combination and the second anniversary of the consummation of our Initial

Public Offering.

2020, as amended on December 31, 2021, further amended on December 29, 2023, effective as of June 30, 2022, and on May 13, 2024, to among

other matters, increase the loan amount to up to $700,000, from $300,000 and extend the maturity date.

This promissory note was used to

pay a portion of the expenses of our Initial Public Offering.

These loans were non-interest bearing, unsecured and due at the earlier

of the consummation of our initial business combination and the second anniversary of the consummation of our Initial Public Offering.

As of December 31, 2025, there was $200,000 outstanding under such promissory note.

In addition, IDS III LLC, our co-sponsor, agreed

to loan us up to $400,000 under an unsecured promissory note, dated December 29, 2023 used for a portion of the expenses of our

Initial Public Offering, as amended on May 13, 2024, to among other matters, extend the maturity date.

These loans are non-interest bearing,

unsecured and are due at the earlier of the consummation of our initial business combination and the second anniversary of the consummation

of our Initial Public Offering.

to loan us up to $400,000 under an unsecured promissory note, dated December 29, 2023 used for a portion of the expenses of our Initial

Public Offering, as amended on May 13, 2024, to among other matters, extend the maturity date.

These loans are non-interest bearing, unsecured

and are due at the earlier of the consummation of our initial business combination and the second anniversary of the consummation of our

Initial Public Offering.

As of December 31, 2025, there was $100,000 outstanding under such promissory note.

In addition, Boxcar Partners Two, LLC, an affiliate

of our co-sponsor, agreed to loan us up to $125,000 under an unsecured promissory note, dated February 15, 2024 to be used for a

portion of the expenses of our Initial Public Offering, as amended on May 13, 2024, to among other matters, extend the maturity date.

These loans are non-interest bearing, unsecured and are due at the earlier the consummation of our initial business combination and the

second anniversary of the consummation of our Initial Public Offering.

As of December 31, 2024, there was $100,000 outstanding under

such promissory note.

In addition, in order to finance transaction

costs in connection with an intended initial business combination, either of Sponsor HoldCo, our co-sponsors, any of their respective

affiliates or certain of our directors and officers may, but are not obligated to, loan us funds as may be required.

If we complete our

initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us.

Otherwise, such

loans may be repaid only out of funds held outside the Trust Account.

In the event that our initial business combination does not close,

we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust

Account would be used to repay such loaned amounts.

Up to $1,500,000 of such loans for each such person may be convertible into warrants

at a price of $1.00 per warrant at the option of the lender.

The warrants would be identical to the private placement warrants issued

to Sponsor HoldCo.

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

We do not expect to seek loans from parties other than Sponsor HoldCo, our co-sponsors or an affiliate of either of Sponsor HoldCo or

our co-sponsors as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights

to seek access to funds in our trust account.

In addition, Boxcar Partners Two, LLC, an affiliate of our co-sponsor,

agreed to loan us up to $125,000 under an unsecured promissory note, dated February 15, 2024 to be used for a portion of the expenses

of our Initial Public Offering, as amended on May 13, 2024, to among other matters, extend the maturity date.

These loans are non-interest

bearing, unsecured and are due at the earlier the consummation of our initial business combination and the second anniversary of the consummation

of our Initial Public Offering.

On December 11, 2025, the Company amended an unsecured promissory note with Boxcar Partners Two, LLC,

an affiliate of a co-sponsor, increasing the principal amount from $125,000 to $130,000 to be used for a portion of Initial Public Offering,

formation, and/or Initial Business Combination.

This loan is non-interest bearing, unsecured and is due at the earlier of (i) the

second anniversary of the consummation of the Initial Public Offering or (ii) the consummation of the business combination.

December 31, 2025, there was $100,000 outstanding under such promissory note.

In addition, in order to finance transaction costs

in connection with an intended initial business combination, either of Sponsor HoldCo, our co-sponsors, any of their respective affiliates

or certain of our directors and officers may, but are not obligated to, loan us funds as may be required.

If we complete our initial business

combination, we may repay such loaned amounts out of the proceeds of the trust account released to us.

Otherwise, such loans may be repaid

only out of funds held outside the Trust Account.

In the event that our initial business combination does not close, we may use a portion

of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used

to repay such loaned amounts.

Up to $1,500,000 of such loans for each such person may be convertible into warrants at a price of $1.00

per warrant at the option of the lender.

The warrants would be identical to the private placement warrants issued to Sponsor HoldCo.

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

We do not expect to

seek loans from parties other than Sponsor HoldCo, our co-sponsors or an affiliate of either of Sponsor HoldCo or our co-sponsors as we

do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds

in our trust account.

As of December 31, 2025, there was a total amount

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General and Administrative

We entered into an Administrative Services Agreement,

commencing on May 8, 2024, through the earlier of the Company’s consummation of a business combination and its liquidation,

to pay an affiliate of GP sponsor a total of up to $5,000 per month for office space and administrative and support services.

year ended December 31, 2024, we incurred $37,500 of fees for these services recorded as accrued expense in the accompanying balance

There were no services and fees incurred for the period ended December 31, 2023.

We entered into an Administrative Services Agreement, commencing on

May 8, 2024, through the earlier of the Company’s consummation of a business combination and its liquidation, to pay an affiliate

of GP sponsor a total of up to $5,000 per month for office space and administrative and support services.

For the years ended December

31, 2025 and 2024, we incurred $60,000 and $37,500 of fees for these services recorded as accrued expense in the accompanying balance

Sponsor HoldCo, our co-sponsors, directors and

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or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

After our initial business combination, members

of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all

amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as

applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution of

such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as

it will be up to the directors of the post-combination business to determine executive officer and director compensation.

amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable,

furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender

offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up

to the directors of the post-combination business to determine executive officer and director compensation.

Registration Rights

The holders of the founder shares, private placement

warrants, warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon

the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans (if any) and

upon conversion of the founder shares) are entitled to registration rights pursuant to a registration rights agreement to be signed on

May 8, 2024 requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion

to our Class A ordinary shares).

The holders of these securities will be entitled to make up to three demands, excluding short form

registration demands, that the Company registers such securities.

In addition, the holders have certain “piggy-back” registration

rights with respect to registration statements filed subsequent to completion of a business combination and rights to require the Company

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

However, the registration rights agreement

provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until

termination 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.

We will bear the expenses incurred in connection with

the filing of any such registration statements.

warrants, warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the

exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans (if any) and upon

conversion of the founder shares) are entitled to registration rights pursuant to a registration rights agreement to be signed on May

8, 2024 requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to our

Class A ordinary shares).

The holders of these securities will be entitled to make up to three demands, excluding short form registration

demands, that the Company registers such securities.

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

with respect to registration statements filed subsequent to completion of a business combination and rights to require the Company to

However, the registration rights agreement provides

that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination

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.

We will bear the expenses incurred in connection with the filing

of any such registration statements.

Related Party Policy

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is present will be required in order to approve a related party transaction.

A majority of the members of the entire audit committee

will constitute a quorum.

Without a meeting, the unanimous written consent of all of the members of the audit committee will be required

to approve a related party transaction.

A majority of the members of the entire audit committee will

constitute a quorum.

Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to

approve a related party transaction.

Our audit committee will review on a quarterly basis all payments that were made to Sponsor HoldCo,

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warrants held in the trust account prior to the completion of our initial business combination:

● repayment of an aggregate of up

to $700,000 in loans made to us by GPIC, LLC, the managing member of GP sponsor, to cover

expenses related to our Initial Public Offering and organizational expenses;

of an aggregate of up to $400,000 in loans made to us by IDS III LLC, to cover expenses related

● repayment of an aggregate of up to $700,000 in loans made to us by GPIC, LLC, the managing member of GP

sponsor, to cover expenses related to our Initial Public Offering and organizational expenses;

● repayment of an aggregate of up to $400,000 in loans made to us by IDS III LLC, to cover expenses related

to our Initial Public Offering and organizational expenses;

of an aggregate of up to $125,000 in loans made to us by Boxcar Partners Two, LLC, to cover

● repayment of an aggregate of up to $125,000 in loans made to us by Boxcar Partners Two, LLC, to cover

expenses related to our Initial Public Offering and organizational expenses;

to an affiliate of GP sponsor of a total of $5,000 per month for office space, administrative

● payment to an affiliate of GP sponsor of a total of $5,000 per month for office space, administrative

and support services;

● reimbursement

for any out-of-pocket expenses related to identifying, investigating and completing an initial

● reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial

business combination;

of loans which may be made by either of Sponsor HoldCo, our co-sponsors, any of their respective

affiliates or certain of our directors and officers to finance to finance transaction costs

in connection with an intended initial business combination, the terms of which have not

been determined nor have any written agreements been executed with respect thereto.

$1,500,000 of such loans for each such person may be convertible into warrants, at a price

of $1.00 per warrant at the option of the lender.

Principal Accountant

Fees and Services.

The firm of WithumSmith+Brown, PC, or Withum,

acts as our independent registered public accounting firm.

● repayment of loans which may be made by either of Sponsor HoldCo, our co-sponsors, any of their respective

affiliates or certain of our directors and officers to finance to finance transaction costs in connection with an intended initial business

combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto.

Up to $1,500,000

of such loans for each such person may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender.

Principal Accountant Fees and Services.

The firm of WithumSmith+Brown, PC , or Withum, acts as our independent registered public accounting firm.

The following is a summary of fees paid to Withum for services rendered.

During the year ended December

31, 2024 and 2023, fees for our independent registered public accounting firm were approximately $165,360 and $0, respectively, for the

services Withum performed in connection with our Initial Public Offering, quarterly filings and the audit of our December 31, 2024 and

2023 financial statements included in this Annual Report on Form 10-K.

During the years ended December 31, 2025 and 2024, fees for our independent registered public accounting firm were approximately $106,340 and $136,760, respectively, for the services Withum performed in connection with our Initial Public Offering, quarterly filings and the audit of our December 31, 2025 and 2024 financial statements included in this Annual Report on Form 10-K.

Audit-Related Fees.

During the year ended

December 31, 2024 and 2023, our independent registered public accounting firms fees were approximately $32,000 and $0, respectively,

for services related to the issuance of consents.

During the year ended December

31, 2024 and 2023, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and

tax planning, respectively.

During the years ended December 31, 2025 and 2024, our independent registered public accounting firms fees were approximately $0 and $0, respectively, for services related to the issuance of consents.

During the years ended December 31, 2025 and 2024, our independent registered public accounting firms fees were approximately $4,160 and $0, respectively, for services related to tax compliance, tax advice and tax planning.

All Other Fees.

During the year ended

December 31, 2024 and 2023, there were no fees billed for products and services provided by our independent registered public accounting

firm other than those set forth above, respectively.

Policy on Board Pre-Approval of Audit and Permissible

Non-Audit Services of the Independent Auditors

Our audit committee was formed upon the consummation

of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services

rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee,

and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to

be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services

described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial

Statement Schedules.

(a) The following documents are

filed as part of this Form 10-K:

During the years ended December 31, 2025 and 2024, our independent registered public accounting firms fees were approximately $0 and $0, respectively, for services related to other services and permitted due diligence services related to potential business combination.

Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors

Our audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statement Schedules.

(a) The following documents are filed as part of this Form 10-K:

(1) Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-1

Balance Sheets as of December 31, 2025 and 2024 F-2

Statements of Operations for the years ended December 31, 2025 and 2024 F-3

Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2025 and 2024 F-4

Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-5

Notes to Financial Statements F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Balance Sheets as of December 31, 2024 and 2023

Statements of Operations as of December 31, 2024 and 2023

Statements of Changes in Shareholders’ Deficit as of December 31, 2024

Statements of Cash Flows as of December 31, 2024 and 2023

Notes to Financial Statements

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors

To the Shareholders and the Board of Directors of

GP-Act III Acquisition Corp:

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of GP-Act III Acquisition Corp.

(the “Company”) as of December 31, 2024 and 2023, the related statements of operations, statements

of changes in shareholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as

the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended,

in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of GP-Act III Acquisition Corp.

(the “Company”) as of December 31, 2025 and 2024, the related statements of operations, changes in shareholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, if the Company

is unable to raise additional funds to alleviate liquidity needs, then it may be required to take additional measures to conserve liquidity,

which could include, but not be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead

The liquidity concerns raise substantial doubt about the Company’s ability to continue as a going concern.

plans regarding these matters are also described in Note 1.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by May 13, 2026, unless extended, then the Company will cease all operations except for the purpose of liquidating.

The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans regarding these matters are also described in Note 1.

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

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and

are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The- Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimate made by management, as well as evaluating

the overall presentation of the financial statements.

Our audits also included evaluating the accounting principles used and significant estimate made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2023.

2 unchanged sentences

PCAOB ID Number 100

WithumSmith+Brown, PC 1411 Broadway, 9th Floor, New York, New York

10018-3496 T (212) 751 9100 F (212) 750 3262 withum.com

AN INDEPENDENT MEMBER OF HLB - THE GLOBAL ADVISORY AND ACCOUNTING NETWORK

GP-ACT III ACQUISITION CORP.

1 unchanged sentence

Current assets

Cash $ 112,660 $ 483,572

Due from Sponsor 5,254 —

Prepaid expenses 70,197 191,783

Total Current Assets 188,111 675,355

Deferred offering costs

Long-term prepaid insurance — 61,667

Marketable securities in Trust Account

$ 297,473,660

LIABILITIES AND SHAREHOLDERS’

Marketable securities held in Trust Account 309,180,211 296,736,638

Total Assets $ 309,368,322 $ 297,473,660

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

Current liabilities

Accrued expenses $ 233,299 $ 231,605

Promissory note – related

Advance from related party 1,313 —

Promissory note – related parties 400,000 400,000

Total Current Liabilities 634,612 631,605

2 unchanged sentences

Total Liabilities 14,672,112 14,669,105

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 28,750,000 shares at redemption value of $ 10.32 per share at December 31, 2024

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 28,750,000 shares at redemption value of $ 10.75 and $ 10.32 per share as of December 31, 2025 and 2024, respectively 309,180,211 296,736,638

Shareholders’ Deficit

1 unchanged sentence

1,000,000 shares authorized;

none issued or outstanding as of December 31, 2024

none issued or outstanding as of December 31, 2025 and 2024 — —

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

none issued or outstanding (excluding 28,750,000 shares subject to possible redemption as of December 31, 2024)

none issued or outstanding (excluding 28,750,000 shares subject to possible redemption as of as of December 31, 2025 and 2024) — —

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

7,187,500 shares issued and outstanding (1)

7,187,500 shares issued and outstanding as of December 31, 2025 and 2024 719 719

Additional paid-in capital — —

Accumulated deficit ( 14,484,720 ) ( 13,932,802 )

( 13,932,802 )

Total Shareholders’

( 13,932,083 )

Total Liabilities

and Shareholders’ Deficit

$ 297,473,660

(1) Includes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5).

On February 1, 2021, the Company effected a share surrender pursuant to which 4,312,500 Class B ordinary shares were canceled, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding.

On December 17, 2021, the Company effected a share capitalization with respect to Class B ordinary shares of 2,395,834 shares, resulting in the GPIAC II, LLC (the “GP sponsor”), IDS III LLC (the “Act III sponsor” and prior to March 7, 2024, together with GP sponsor, the “Co-sponsors”) and the Company’s independent directors at the time holding an aggregate of 9,583,334 Class B ordinary shares.

On December 29, 2023, the Company effected a share surrender pursuant to which 2,395,834 Class B ordinary shares were canceled, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding.

All share and per-share amounts have been retroactively restated to reflect the share capitalizations (see Note 5).

On May 13, 2024, as a result of the underwriter’s election to fully exercise its over-allotment option, the 937,500 shares are no longer subject to forfeiture.

The accompanying notes are an integral

part of these financial statements.

Total Shareholders’ Deficit ( 14,484,001 ) ( 13,932,083 )

Total Liabilities, Class A ordinary shares subject to Possible Redemption, and Shareholders’ Deficit $ 309,368,322 $ 297,473,660

The accompanying notes are an integral part

of the financial statements.

GP-ACT III ACQUISITION CORP.

OF OPERATIONS

General and administrative

STATEMENTS OF OPERATIONS

General and administrative expenses $ 551,918 $ 564,973

Loss from operations ( 551,918 ) ( 564,973 )

Other income:

Interest earned on marketable securities

held in Trust Account

Interest earned on marketable securities held in Trust Account 12,443,573 9,236,638

Total other income 12,443,573 9,236,638

Net income (loss)

Basic and diluted weighted average

shares outstanding of Class A ordinary shares

and diluted net income (loss) per ordinary share, Class A

Basic and diluted weighted average

shares outstanding of Class B ordinary shares (1)

and diluted net income (loss) per ordinary share, Class B

an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which

the underwriter’s over-allotment option is exercised (see Note 5).

On February 1, 2021, the Company effected a share

surrender pursuant to which 4,312,500 Class B ordinary shares were canceled, resulting in an aggregate of 7,187,500 Class B

ordinary shares outstanding.

On December 17, 2021, the Company effected a share capitalization with respect to Class B ordinary

shares of 2,395,834 shares, resulting in the GPIAC II, LLC (the “GP sponsor”), IDS III LLC (the “Act III sponsor”

and prior to March 7, 2024, together with GP sponsor, the “Co-sponsors”) and the Company’s independent directors

at the time holding an aggregate of 9,583,334 Class B ordinary shares.

On December 29, 2023, the Company effected a share surrender

pursuant to which 2,395,834 Class B ordinary shares were canceled, resulting in an aggregate of 7,187,500 Class B ordinary

shares outstanding.

All share and per-share amounts have been retroactively restated to reflect the share capitalizations (see Note 5).

On May 13, 2024, as a result of the underwriter’s election to fully exercise its over-allotment option, the 937,500 shares

are no longer subject to forfeiture.

The accompanying notes are an integral

part of these financial statements.

Net income $ 11,891,655 $ 8,671,665

Basic and diluted weighted average shares outstanding of Class A ordinary shares 28,750,000 18,302,596

Basic and diluted net income per ordinary share, Class A $ 0.33 $ 0.34

Basic and diluted weighted average shares outstanding of Class B ordinary shares (1) 7,187,500 6,846,824

Basic and diluted net income per ordinary share, Class B $ 0.33 $ 0.34

(1) For the year ended December 31, 2024, excluded an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5).

On May 13, 2024, as a result of the underwriter’s election to fully exercise its over-allotment option, the 937,500 shares are no longer subject to forfeiture.

The accompanying notes are an integral part

of the financial statements.

GP-ACT III ACQUISITION CORP.

OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31,

2024 AND 2023

STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Ordinary Shares

2 unchanged sentences

Balance – January 1, 2024 — $ — 7,187,500 $ 719 $ 24,281 $ ( 122,944 ) $ ( 97,944 )

$ ( 108,903 )

Balance – December 31, 2023 (1)

$ ( 122,944 )

Sale of 7,000,000 Private Placement Warrants — — — — 7,000,000 — 7,000,000

2 unchanged sentences

Accretion for Class A ordinary shares to redemption amount — — — — ( 9,258,468 ) ( 22,481,523 ) ( 31,739,991 )

( 9,258,468 )

( 22,481,523 )

( 31,739,991 )

December 31, 2024

$ ( 13,932,802 )

$ ( 13,932,083 )

an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which

the underwriter’s over-allotment option is exercised (see Note 5).

On February 1, 2021, the Company effected a share

surrender pursuant to which 4,312,500 Class B ordinary shares were canceled, resulting in an aggregate of 7,187,500 Class B

ordinary shares outstanding.

On December 17, 2021, the Company effected a share capitalization with respect to Class B ordinary

shares of 2,395,834 shares, resulting in the GPIAC II, LLC (the “GP sponsor”), IDS III LLC (the “Act III sponsor”

and prior to March 7, 2024, together with GP sponsor, the “Co-sponsors”) and the Company’s independent directors

at the time holding an aggregate of 9,583,334 Class B ordinary shares.

On December 29, 2023, the Company effected a share surrender

pursuant to which 2,395,834 Class B ordinary shares were canceled, resulting in an aggregate of 7,187,500 Class B ordinary

shares outstanding.

All share and per-share amounts have been retroactively restated to reflect the share capitalizations (see Note 5).

On May 13, 2024, as a result of the underwriter’s election to fully exercise its over-allotment option, the 937,500 shares

are no longer subject to forfeiture.

The accompanying notes are an integral

part of these financial statements.

Net income — — — — — 8,671,665 8,671,665

Balance – December 31, 2024 — — 7,187,500 719 — ( 13,932,802 ) ( 13,932,083 )

Accretion for Class A ordinary shares to redemption amount — — — — — ( 12,443,573 ) ( 12,443,573 )

Net income — — — — — 11,891,655 11,891,655

Balance – December 31, 2025 — $ — 7,187,500 $ 719 $ — $ ( 14,484,720 ) $ ( 14,484,001 )

The accompanying notes are an integral part

of the financial statements.

GP-ACT III ACQUISITION CORP.

OF CASH FLOWS

STATEMENTS OF CASH FLOWS

For the Year Ended December 31,

Cash Flows from Operating Activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Net income $ 11,891,655 $ 8,671,665

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

Interest earned on marketable securities held in Trust Account ( 12,443,573 ) ( 9,236,638 )

( 9,236,638 )

Payment of operating expenses through advances from related party

Changes in operating assets and liabilities:

Prepaid expenses and other current assets 121,586 ( 189,683 )

Due from Sponsor ( 5,254 ) —

Long-term prepaid insurance 61,667 ( 61,667 )

2 unchanged sentences

Cash Flows from Investing Activities:

Investment of cash in Trust Account

( 287,500,000 )

Investment of cash into Trust Account — ( 287,500,000 )

Net cash used in investing activities — ( 287,500,000 )

( 287,500,000 )

Cash Flows from Financing Activities:

1 unchanged sentence

Proceeds from sale of Private Placements Warrants — 7,000,000

Proceeds from promissory note - related parties

Repayment of promissory note - related parties

Proceeds from promissory note - related party — 200,000

Advances from related party 1,313 —

Repayment of promissory note - related party — ( 428,182 )

Payment of offering costs — ( 704,736 )

1 unchanged sentence

Net Change in Cash ( 370,912 ) 482,364

Cash – Beginning of the year

Cash – Ending of the year

Cash – beginning of the period 483,572 1,208

Cash – end of the period $ 112,660 $ 483,572

Non-cash investing and financing activities:

Deferred legal fees

Deferred underwriting fee payable $ — $ 13,687,500

Offering costs paid through advances from related party

Prepaid expenses paid through advances from related party

Reduction of offering costs through discounts granted by legal counsel

Deferred legal fees $ — $ 350,000

Deferred costs charged to APIC $ — $ 1,581,666

The accompanying notes are an integral

part of these financial statements.

III ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION

AND PLAN OF BUSINESS OPERATIONS

III Acquisition Corp.

The accompanying notes are an integral part

of the financial statements.

NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS

GP-Act III Acquisition Corp.

(formerly known as GP Investments Acquisition Corp.

II) (the “Company”) is a blank check company incorporated

as a Cayman Islands exempted company on November 23, 2020 .

The Company was incorporated for the purpose of effecting a merger, share

exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“business

combination”).

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

The Company is

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

growth companies.

of December 31, 2024, the Company had not commenced any operations.

All activity for the period from November 23, 2020 (inception)

through December 31, 2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering”),

which is described below.

The Company will not generate any operating revenues until after the completion of a business combination,

at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial

Public Offering.

II) (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 23, 2020.

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 December 31, 2025, the Company had not commenced any operations.

All activity for the period from November 23, 2020 (inception) through December 31, 2025 relates to the Company’s formation, and since the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company and negotiating the terms of a Business Combination.

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

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

The Company has selected December 31 as its fiscal year end.

registration statement for the Company’s Initial Public Offering was declared effective on May 8, 2024.

On May 13, 2024,

the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A

ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriter

of its over-allotment option in the amount of 3,750,000 , at $ 10.00 per Unit, generating gross proceeds of $ 287,500,000 , which is discussed

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,000,000 private placement

warrants (the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant to GP-Act III Sponsor LLC (“Sponsor

HoldCo”) and Cantor Fitzgerald & Co.

The registration statement for the Company’s Initial Public Offering was declared effective on May 8, 2024.

On May 13, 2024, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 , at $ 10.00 per Unit, generating gross proceeds of $ 287,500,000 , which is discussed in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,000,000 private placement warrants (the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant to GP-Act III Sponsor LLC (“Sponsor HoldCo”) and Cantor Fitzgerald & Co.

(“Cantor”), see Note 4.

costs amounted to $ 20,269,166 consisting of $ 5,000,000 of cash underwriting fee, $ 13,687,500 of deferred underwriting fee (see additional

discussion in Note 6), and $ 1,581,666 of other offering costs.

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

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

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.

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”).

Transaction costs amounted to $ 20,269,166 consisting of $ 5,000,000 of cash underwriting fees, $ 13,687,500 of deferred underwriting fees (see additional discussion in Note 6), and $ 1,581,666 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward 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.

the closing of the Initial Public Offering, on May 13, 2024, an amount of $ 287,500,000 ($ 10.00 per Unit) from the net proceeds of

the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in the trust account (“Trust

Account”) and 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:

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 24 months after the closing of the Initial Public Offering, the amounts held in the Trust Account

will be held as cash or cash items, including in demand deposit accounts.

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 $ 10.00 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

The Class A ordinary shares were recorded at redemption value and classified as temporary equity at the Initial Public

Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

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 Initial Public

Offering 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

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 Combination 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.

Company will have 24 months from the closing of the Initial Public Offering (the “Combination Period”) to complete a

business combination.

If the Company is unable to complete a business combination within the Combination 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.

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 Combination Period.

However, if Sponsor HoldCo acquires Public Shares in or after the Initial Public Offering, such Public

Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a business combination within

the Combination Period.

The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the

Trust Account in the event the Company does not complete a business combination within the Combination Period and, in such event, such

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

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be

less than the Initial Public Offering price per Unit ($ 10.00 ).

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) $ 10.00 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 underwriter of the Initial Public Offering 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.

and Going Concern

of December 31, 2024, the Company had $ 483,572 in its operating bank account and working capital of $ 43,750 .

Company initially has until May 13, 2026 to consummate the initial business combination (assume no extensions).

If the Company does

not complete a business combination, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms

of the Amended and Restated Memorandum and Articles of Association.

Notwithstanding management’s belief that the Company would

have sufficient funds to execute its business strategy, there is a possibility that business combination might not happen within the

24-month period from the date of the auditors’ report.

In connection with the Company’s assessment of going concern

considerations in accordance with ASC 205-40, “Going Concern”, as of December 31, 2024, the Company may need to raise additional

capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties.

The Company’s

officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount

they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company may not be

able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures

to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential

transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially

acceptable terms, if at all.

Following the closing of the Initial Public Offering, on May 13, 2024, an amount of $ 287,500,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in the trust account (“Trust Account”) and 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 24 months after the closing of the Initial Public Offering, 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 $ 10.00 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 Initial Public Offering, 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 Initial Public Offering 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 Combination 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 24 months from the closing of the Initial Public Offering (the “Combination Period”) to complete a business combination.

If the Company is unable to complete a business combination within the Combination 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 Combination Period.

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

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

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

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) $ 10.00 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 underwriter of the Initial Public Offering 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.

Liquidity and Going Concern

As of December 31, 2025, the Company had $ 112,660 in its operating bank account and a working capital deficit of $ 446,501 .

The Company initially has until May 13, 2026 to consummate the initial business combination (assume no extensions).

If the Company does not complete a business combination, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association.

Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility that business combination might not happen within the 24-month period from the date of the auditors’ report.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern”, as of December 31, 2025, the Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

Management plans to address this uncertainty through a business combination.

If a business combination is not consummated by the end of the Combination Period, currently May 13, 2026, there will be a mandatory liquidation

and subsequent dissolution of the Company.

Management has determined that the liquidity condition raises 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 Combination Period.

The Company intends to complete the initial business combination before the end

of the Combination Period.

However, there can be no assurance that the Company will be able to consummate any business combination by

the end of the Combination Period.

and Uncertainties

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

ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict,

the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States,

the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus

and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank

Financial Telecommunication payment system.

Certain countries, including the United States, have also provided and may continue to provide

military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The 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 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 cyber-attacks against U.S.

Additionally,

any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity

in capital markets.

of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions

resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions,

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.

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally

accepted in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations

Growth Company

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

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

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

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

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

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

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

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

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

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

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

The Company has elected not to opt out of

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

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

adopt the new or revised standard.

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

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

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

preparation of financial statement 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 financial statement and the

reported amounts of expenses during the reporting periods.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

and Cash Equivalents

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

The Company has $ 483,572 and $ 1,208 in cash and no cash equivalents as of December 31, 2024 and 2023, respectively.

Securities Held in Trust Account

December 31, 2024 and 2023, substantially all the assets held in the Trust Account amounting to $ 296,736,638 and $0 were held in money

market funds, which are invested primarily in Treasury securities.

All of the Company’s investments held in the Trust Account are

presented on the accompanying balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change

in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in

the accompanying statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available

market information.

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

of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial

Public Offering.

Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,”

addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this

guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual

method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares.

Offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the Public

and Private Placement Warrants were charged to shareholders’ deficit.

Redeemable Share Classification

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 redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public

Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined

in accordance with ASC 470-20.

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 Initial

Public Offering, 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.

at December 31, 2024, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity,

outside of the shareholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption

value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting

Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital

(to the extent available) and accumulated deficit.

December 31, 2024, the Class A ordinary shares subject to redemption reflected in the balance sheets are reconciled in the following

If a business combination is not consummated by the end of the Combination Period, currently May 13, 2026, there will be a mandatory liquidation and subsequent dissolution of the Company.

Management has determined that the liquidity condition, the date of mandatory liquidation and subsequent dissolution 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 Combination Period.

The Company intends to complete the initial Business Combination before the end of the Combination Period.

However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period.

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The 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 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 cyber-attacks against U.S.

Additionally, any resulting sanctions 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 escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, 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.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

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 statement 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 financial statements and the reported amounts of expenses during the reporting periods.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

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 has $ 112,660 and $ 483,572 in cash as of December 31, 2025 and 2024, respectively.

There were no cash equivalents as of December 31, 2025 and 2024.

Cash and Marketable Securities Held in Trust Account

At December 31, 2025 and 2024, substantially all the assets held in the Trust Account amounting to $ 309,180,211 and $ 296,736,638 , respectively, were held in money market funds, which are invested primarily in Treasury securities.

All of the Company’s marketable securities held in the Trust Account are presented on the accompanying balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of marketable securities held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

Offering Costs

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

Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares.

Offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’ deficit.

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 redemption outside of permanent deficit as the redemption provisions are not solely within the control of the Company.

The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20.

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 Initial Public Offering, 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, at 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 balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital (to the extent available) and accumulated deficit.

At December 31, 2025 and 2024, the Class A ordinary shares subject to redemption reflected in the balance sheets are reconciled in the following table:

Gross Proceeds $ 287,500,000

$ 287,500,000

Proceeds allocated to Public Warrants ( 2,443,750 )

( 2,443,750 )

Class A ordinary shares issuance costs ( 20,059,603 )

( 20,059,603 )

Accretion for Class

A Ordinary Shares subject to possible redemption

Class A Ordinary Shares

subject to possible redemption December 31, 2024

$ 296,736,638

Income per Ordinary Share

Net income per ordinary share is computed by dividing net income by

the weighted average number of ordinary shares outstanding for the period.

The Company complies with accounting and disclosure requirements of

the Financial Accounting Standards Board ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing

net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.

Basic and diluted net income per ordinary share for Class A ordinary shares and Class B ordinary shares is calculated by dividing net

income per ordinary share attributable to the Company by the weighted average number of Class A ordinary shares and Class B ordinary shares

outstanding, allocated proportionally to each class of ordinary shares.

This presentation assumes a business combination as the most likely

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

approximates fair value.

following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

the Year Ended

December 31, 2024

the Year Ended

Accretion for Class A Ordinary Shares subject to possible redemption 31,739,991

Class A Ordinary Shares subject to possible redemption December 31, 2024 296,736,638

Accretion for Class A Ordinary Shares subject to possible redemption 12,443,573

Class A Ordinary Shares subject to possible redemption December 31, 2025 $ 309,180,211

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 for the period.

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per 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.

Basic and diluted net income per ordinary share for Class A ordinary shares and Class B ordinary shares is calculated by dividing net income per ordinary share attributable to the Company by the weighted average number of Class A ordinary shares and Class B ordinary shares outstanding, allocated proportionally to each class of ordinary shares.

This presentation assumes a business combination as the most likely outcome.

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

The following table reflects the calculation of basic and diluted net income per ordinary share:

December 31, 2025 Year Ended

December 31, 2024

Class A Class B Class A Class B

Basic and diluted net income per share:

2 unchanged sentences

Basic and diluted net income per share $ 0.33 $ 0.33 $ 0.34 $ 0.34

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 carry forwards.

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

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement 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 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 carry forwards.

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 statement 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 December 31, 2025 and 2024.

is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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

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

in the Cayman Islands or the United States.

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

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times may exceed the Federal Deposit Insurance Corporation coverage of $ 250,000 .

Any loss incurred or lack of access to uninsured

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

Value of Financial Instruments

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

Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term

Value Measurements

Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each

reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

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

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.

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 coverage of $ 250,000 .

Any loss incurred or lack of access to uninsured funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flow.

Fair Value Measurements

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

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.

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.

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 our assessment of the assumptions that market participants would use in pricing the asset or liability.

Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC

718”), guidance to account for its share-based compensation.

It defines a fair value-based method of accounting for an employee

share option or similar equity instrument.

The Company recognizes all forms of share-based payments, including share option grants, warrants

and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately

expected to vest.

Share-Based Compensation

The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its share-based compensation.

It defines a fair value-based method of accounting for an employee share option or similar equity instrument.

The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

Share-based payments, excluding restricted shares, are valued using a Monte Carlo simulation.

Grants of share-based

payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is

the more readily determinable value.

The Company accounts for the Public and Private Placement Warrants

issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC

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

treatment at their assigned values.

Issued Accounting Standards

March 2024, the FASB issued ASU 2024-01, “Compensation- Stock Compensation (Topic 718):

Scope Application of Profit Interest and

Similar Awards” (“ASU 2024-01”).

This ASU provides clarification on when profit interest awards should be accounted

for similar to a cash bonus or profit-sharing arrangement in accordance with ASC 710 or as a share-based payment arrangement in accordance

with ASC 718.

The FASB issued this ASU to address diversity in the practice of accounting for profit interest awards.

Management does

not believe the adoption of ASU 2024-01 will have a material impact on the accompanying financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, “Segment

Reporting” (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures,

on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker

(“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the

reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities

will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single

reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures

in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal

years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07 as required for the year ended

December 31, 2024.

The adoption requires the Company to provide additional disclosures, but otherwise it does not materially impact the

financial statements.

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

material effect on the Company’s financial statements.

3 — INITIAL PUBLIC OFFERING

to the Initial Public Offering, the Company sold 28,750,000 Units, which includes the full exercise by the underwriter of their

over-allotment option in the amount of 3,750,000 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 entitles the holder to

purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment (Note 7).

4 — PRIVATE PLACEMENT

March 7, 2024, the Co-sponsors formed Sponsor HoldCo, through which the Co-sponsors (i) hold their respective founder shares

(as defined below) and (ii) purchased Private Placement Warrants.

Co-Sponsor, GPIAC II, LLC, purchased, through Sponsor HoldCo, an aggregate of 237,500 Private Placement Warrants at a price of $ 1.00

per warrant ($ 237,500 in the aggregate) in a private placement that closed simultaneously with the closing of the Initial Public Offering.

The Co-Sponsor, IDS III LLC, purchased, through Sponsor HoldCo, an aggregate of 118,750 Private Placement Warrants at a price of

$ 1.00 per warrant ($ 118,750 in the aggregate) in a private placement that closed simultaneously with the Initial Public Offering.

Co-Sponsor, Boxcar Partners III, LLC, purchased, through Sponsor HoldCo, an aggregate of 118,750 private placement warrants at a price

of $ 1.00 per warrant ($ 118,750 in the aggregate) in a private placement closed simultaneously with the closing of the Initial Public

Cantor purchased an aggregate of 2,500,000 Private Placement warrants at a price of $ 1.00 per warrant ($ 2,500,000 in the aggregate)

in a private placement that closed simultaneously with the closing of the Initial Public Offering.

The non-managing HoldCo investors

purchased, indirectly through the purchase of non-managing Sponsor HoldCo membership interests, 4,025,000 Private Placement Warrants

at a price of $ 1.00 per warrant in a private placement that closed simultaneously with the closing of the Initial Public Offering.

Private Placement Warrant is exercisable for one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment (see

The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering

held in the Trust Account.

If the Company does not complete a business combination within the Combination Period, the proceeds from the

sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to

the requirements of applicable law) and the Private Placement Warrants will expire worthless.

5 — RELATED PARTY TRANSACTIONS

November 29, 2020, GP sponsor paid $ 25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000

Class B ordinary shares (the “Founder Shares”) issued to GP sponsor.

On February 1, 2021, the Company effected

a share surrender pursuant to which 4,312,500 Founder Shares were cancelled for no consideration, resulting in an aggregate of 7,187,500

Founder Shares outstanding.

Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value.

The sale of the Founder Shares to the Company’s directors and director’s nominees by Sponsor HoldCo is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date.

The fair value of the 75,000 shares granted to the Company’s directors and director nominees was $ 130,500 or $ 1.74 per share.

The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a business combination).

Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

As of May 13, 2024, the Company determined that a business combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized.

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

Warrant Instruments

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

Recently Issued Accounting Standards

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units, which includes the full exercise by the underwriter of their over-allotment option in the amount of 3,750,000 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 entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment (Note 7).

NOTE 4 — PRIVATE PLACEMENT

On March 7, 2024, the Co-sponsors formed Sponsor HoldCo, through which the Co-sponsors (i) hold their respective founder shares (as defined below) and (ii) purchased Private Placement Warrants.

The Co-Sponsor, GPIAC II, LLC, purchased, through Sponsor HoldCo, an aggregate of 237,500 Private Placement Warrants at a price of $ 1.00 per warrant ($ 237,500 in the aggregate) in a private placement that closed simultaneously with the closing of the Initial Public Offering.

The Co-Sponsor, IDS III LLC, purchased, through Sponsor HoldCo, an aggregate of 118,750 Private Placement Warrants at a price of $ 1.00 per warrant ($ 118,750 in the aggregate) in a private placement that closed simultaneously with the Initial Public Offering.

The Co-Sponsor, Boxcar Partners III, LLC, purchased, through Sponsor HoldCo, an aggregate of 118,750 private placement warrants at a price of $ 1.00 per warrant ($ 118,750 in the aggregate) in a private placement closed simultaneously with the closing of the Initial Public Offering.

Cantor purchased an aggregate of 2,500,000 Private Placement warrants at a price of $ 1.00 per warrant ($ 2,500,000 in the aggregate) in a private placement that closed simultaneously with the closing of the Initial Public Offering.

The non-managing HoldCo investors purchased, indirectly through the purchase of non-managing Sponsor HoldCo membership interests, 4,025,000 Private Placement Warrants at a price of $ 1.00 per warrant in a private placement that closed simultaneously with the closing of the Initial Public Offering.

Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment (see Note 6).

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

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

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On November 29, 2020, GP sponsor paid $ 25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000 Class B ordinary shares (the “Founder Shares”) issued to GP sponsor.

On February 1, 2021, the Company effected a share surrender pursuant to which 4,312,500 Founder Shares were cancelled for no consideration, resulting in an aggregate of 7,187,500 Founder Shares outstanding.

All share and per-share amounts have been retroactively restated to reflect the share surrender.

2021, GP sponsor transferred 25,000 Founder Shares to each of the four independent directors then serving in such role (an aggregate

of 100,000 founder shares) at their original purchase price, which shares were subsequently surrendered by these former directors on

December 29, 2023, in connection with the resignation of those independent directors.

On March 22, 2021, GP sponsor transferred

3,543,750 Founder Shares to Act III sponsor at their original purchase price.

On December 17, 2021, the Company effected a share

capitalization with respect to the Class B ordinary shares of 2,395,834 shares thereof, resulting in the Co-sponsors and the Company’s

independent directors at the time holding an aggregate of 9,583,334 Founder Shares.

On December 29, 2023, the Company effected a

share surrender pursuant to which 2,395,834 Class B ordinary shares were canceled, resulting in an aggregate of 7,187,500 Class B

ordinary shares outstanding.

The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture by the holders thereof

depending on the extent to which the underwriter’s over-allotment option is exercised, so that the number of Founder Shares will

collectively represent 20 % of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering.

May 13, 2024, as a result of the underwriter’s election to fully exercise its over-allotment option, the 937,500 shares are

no longer subject to forfeiture.

HoldCo has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur

On March 22, 2021, GP sponsor transferred 25,000 Founder Shares to each of the four independent directors then serving in such role (an aggregate of 100,000 founder shares) at their original purchase price, which shares were subsequently surrendered by these former directors on December 29, 2023, in connection with the resignation of those independent directors.

On March 22, 2021, GP sponsor transferred 3,543,750 Founder Shares to Act III sponsor at their original purchase price.

On December 17, 2021, the Company effected a share capitalization with respect to the Class B ordinary shares of 2,395,834 shares thereof, resulting in the Co-sponsors and the Company’s independent directors at the time holding an aggregate of 9,583,334 Founder Shares.

The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option was exercised, so that the number of Founder Shares would collectively represent 20 % of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering.

On May 13, 2024, as a result of the underwriter’s election to fully exercise its over-allotment option, the 937,500 shares are no longer subject to forfeiture.

Sponsor HoldCo has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) one year after the completion of a business combination;

and (B) subsequent to a business combination, (x) if

the last reported sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions,

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

at least 150 days after a business combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation,

share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right

to exchange their Class A ordinary shares for cash, securities or other property.

On March 7, 2024, GP-Act III Sponsor LLC transferred 75,000 Founder

Shares to three directors ( 25,000 founder shares per director) of the Company, at a price of $ 0.0034 per share.

Each buyer paid $ 86.96

for an aggregate purchase price of $ 260.88 in consideration of the assignment of shares.

If the director ceases to be a director of the

Company for any reason before the consummation of the business combination, at the Sponsor’s election, it will either repurchase

the shares at the purchase price or forfeit the share back to the Company for no consideration.

The Founder Shares will automatically

convert into shares of Class A Ordinary Shares at the time of the business combination on a one-for-one basis, subject to adjustment

as described in the Company’s certificate of incorporation.

The directors have agreed to the same terms as the initial stockholders

whereby subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

and (B) subsequent to a business combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a business combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

On March 7, 2024, GP-Act III Sponsor LLC transferred 75,000 Founder Shares to three directors ( 25,000 founder shares per director) of the Company, at a price of $ 0.0034 per share.

Each buyer paid $ 86.96 for an aggregate purchase price of $ 260.88 in consideration of the assignment of shares.

If the director ceases to be a director of the Company for any reason before the consummation of the business combination, at the Sponsor’s election, it will either repurchase the shares at the purchase price or forfeit the share back to the Company for no consideration.

The Founder Shares will automatically convert into shares of Class A Ordinary Shares at the time of the business combination on a one-for-one basis, subject to adjustment as described in the Company’s certificate of incorporation.

The directors have agreed to the same terms as the initial stockholders whereby subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) one year after the completion of a business combination;

and (B) subsequent to a business combination, (x) if the last

reported sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share

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

at least 150 days after a business combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation,

share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to

exchange their Class A ordinary shares for cash, securities or other property.

sale of the Founders Shares to the Company’s directors and director’s nominees by Sponsor HoldCo is in the scope of FASB

ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation

associated with equity-classified awards is measured at fair value upon the grant date.

The fair value of the 75,000 shares granted to

the Company’s directors and director nominees was $ 130,500 or $ 1.74 per share.

The Founders Shares were granted subject to a performance

condition (i.e., the occurrence of a business combination).

Compensation expense related to the Founders Shares is recognized only when

the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

As of May 13,

2024, the Company determined that a business combination is not considered probable, and, therefore, no stock-based compensation expense

has been recognized.

Stock-based compensation would be recognized at the date a business combination is considered probable (i.e., upon

consummation of a business combination) in an amount equal to the number of Founders Shares times the grant date fair value per share

(unless subsequently modified) less the amount initially received for the purchase of the Founders Shares.

Notes — Related Parties

November 29, 2020 (as amended on December 30, 2021, December 29, 2023, and May 13, 2024), the Company issued an unsecured

promissory note to GPIC, LLC, the managing member of GPIAC II, LLC (the “Promissory Note”), pursuant to which the Company

may borrow up to an aggregate principal amount of $ 700,000 .

The Promissory Note is non-interest bearing and payable on the earlier of

(i) the second anniversary of the consummation of the Initial Public Offering or (ii) the consummation of the business combination.

addition, IDS III LLC, a co-sponsor, has agreed to loan the Company up to $ 400,000 under an unsecured promissory note, dated December 29,

2023 (as amended on May 13, 2024), to be used for a portion of the expenses of the Initial Public Offering.

This loan is non-interest

bearing, unsecured and is due at the earlier of (i) the second anniversary of the consummation of the Initial Public Offering or

(ii) the consummation of the business combination.

addition, Boxcar Partners Two, LLC, an affiliate of a co-sponsor, has agreed to loan the Company up to $ 125,000 under an unsecured promissory

note, dated February 15, 2024 (as amended on May 13, 2024) to be used for a portion of the expenses of the Initial Public Offering.

This loan is non-interest bearing, unsecured and is due at the earlier of (i) the second anniversary of the consummation of the

Initial Public Offering or (ii) the consummation of the business combination.

As of December 31,

2024, there was a total amount of $ 400,000 outstanding under such promissory notes, being $ 200,000 , $ 100,000 and $ 100,000 under the

GPIAC II, LLC, Boxcar Partners Two, LLC and IDS III LLC promissory notes, respectively.

As of December 31, 2023, there was a

total amount of $ 628,182 outstanding under the GPIAC II, LLC promissory note.

Administrative

Services Agreement

The Company entered into an agreement, commencing on May 8, 2024,

through the earlier of the Company’s consummation of a business combination and its liquidation, to pay an affiliate of GPIAC II,

LLC a total of up to $ 5,000 per month for office space and administrative and support services.

For the year ended December 31, 2024,

the Company incurred $ 37,500 of fees for these services recorded as accrued expense in the accompanying balance sheets.

There were no

services and fees incurred for the year ended December 31, 2023.

order to finance transaction costs in connection with a business combination, either of Sponsor HoldCo, the Co-sponsors, any of their

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

as may be required (“Working Capital Loans”).

If the Company completes a business combination, the Company would repay the

Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be

repaid only out of funds held outside the Trust Account.

In the event that a business combination does not close, the Company may use

a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would

be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been

determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation

of a business combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of such Working Capital Loans for

each such person may be convertible into warrants of the post-business combination entity at a price of $ 1.00 per warrant.

would be identical to the Private Placement Warrants.

Promissory Notes — Related Parties

On November 29, 2020 (as amended on December 30, 2021, December 29, 2023, and May 13, 2024), the Company issued an unsecured promissory note to GPIC, LLC, the managing member of GPIAC II, LLC (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 700,000 .

The Promissory Note is non-interest bearing and payable on the earlier of (i) the second anniversary of the consummation of the Initial Public Offering or (ii) the consummation of the business combination.

In addition, IDS III LLC, a co-sponsor, has agreed to loan the Company up to $ 400,000 under an unsecured promissory note, dated December 29, 2023 (as amended on May 13, 2024), to be used for a portion of the expenses of the Initial Public Offering.

This loan is non-interest bearing, unsecured and is due at the earlier of (i) the second anniversary of the consummation of the Initial Public Offering or (ii) the consummation of the business combination.

In addition, Boxcar Partners Two, LLC, an affiliate of a co-sponsor, has agreed to loan the Company up to $ 125,000 under an unsecured promissory note, dated February 15, 2024 (as amended on May 13, 2024) to be used for a portion of the expenses of the Initial Public Offering.

On December 11, 2025, the Company amended an unsecured promissory note with Boxcar Partners Two, LLC, an affiliate of a co-sponsor, increasing the principal amount from $ 125,000 to $ 130,000 to be used for a portion of Initial Public Offering, formation, and/or Initial Business Combination.

As of December 31, 2025 and 2024, there was a total amount of $ 400,000 outstanding under such promissory notes, being $ 200,000 , $ 100,000 and $ 100,000 under the GPIAC II, LLC, Boxcar Partners Two, LLC and IDS III LLC promissory notes, respectively.

Administrative Services Agreement

The Company entered into an agreement, commencing on May 8, 2024, through the earlier of the Company’s consummation of a business combination and its liquidation, to pay an affiliate of GPIAC II, LLC a total of up to $ 5,000 per month for office space and administrative and support services.

For the year ended December 31, 2025, the Company incurred $ 60,000 of fees for these services recorded as accrued expense in the accompanying balance sheets.

For the year ended December 31, 2024, the Company incurred $ 37,500 of fees for these services as accrued expense in the accompanying balance sheets.

Related Party Loans

In order to finance transaction costs in connection with a business combination, either of Sponsor HoldCo, the Co-sponsors, any of their respective affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

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

In the event that a business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

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

The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of such Working Capital Loans for each such person may be convertible into warrants of the post-business combination entity at a price of $ 1.00 per warrant.

The warrants would be identical to the Private Placement Warrants.

As of December 31, 2025 and 2024, there are no Working Capital Loans outstanding.

6 — COMMITMENTS

holders of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of the Working Capital Loans (and

any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion

of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights

agreement to be signed on May 8, 2024 requiring the Company to register such securities for resale (in the case of the Founder Shares,

only after conversion to our Class A ordinary shares).

The holders of these securities will be entitled to make up to three demands,

excluding short form registration demands, that the Company registers such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to completion of a business combination and rights to require

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

However, the registration rights

agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to

become effective until termination 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.

Agreement Amendments

The warrant agreement provides that (a) the terms of the Public

Warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correcting any mistake,

including to conform the provisions of the warrant agreement to the description of the terms of the Public Warrants and the warrant agreement

set forth in the prospectus, or defective provision (ii) removing or reducing the Company’s ability to redeem the Public Warrants

and, if applicable, a corresponding amendment to the Company’s ability to redeem the Private Placement Warrants or (iii) adding

or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement

may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the Public Warrants

under the warrant agreement in any material respect, (b) the terms of the warrants may be amended with the vote or written consent

of at least 50% of the then outstanding Public Warrants and Private Placement Warrants, voting together as a single class, to allow for

the warrants to be, or continue to be, as applicable, classified as equity in the Company’s financial statement and (c) all

other modifications or amendments to the Company’s warrant agreement with respect to (i) the Public Warrants require the vote

or written consent of holders of at least 50% of the then outstanding Public Warrants and (ii) the Private Placement Warrants require

the vote or written consent of holders of at least 50% of the then outstanding Private Placement Warrants (including the vote or written

consent of Cantor).

Accordingly, the Company may amend the terms of the Public Warrants in a manner adverse to a holder of Public Warrants

if holders of at least 50% of the then outstanding Public Warrants approve of such amendment.

Although the Company’s ability to

amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples

of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period

or decrease the number of ordinary shares purchasable upon exercise of a warrant.

underwriter had a 45 -day option from the date of the Initial Public Offering to purchase up to 3,750,000 additional Units to cover the

over-allotment.

On May 13, 2024, simultaneously with the closing of the Initial Public Offering, the underwriter elected to fully

exercise the over-allotment option to purchase the additional 3,750,000 Units at a price of $ 10.00 per Unit.

underwriter was entitled to a cash underwriting discount of $ 0.20 per Unit, or $ 5,000,000 in the aggregate, and was paid at the closing

of the Initial Public Offering.

In addition, the underwriter is entitled to a deferred fee of (i) $ 0.45 per Unit sold in the base

offering of the Initial Public Offering, or $ 11,250,000 in the aggregate, and (ii) $ 0.65 per Unit sold pursuant to the underwriter’s

over-allotment option, or up to an additional $ 2,437,500 in the aggregate ($ 13,687,500 in total).

The deferred fee will become payable

to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a business combination,

subject to the terms of the underwriting agreement.

As of December 31, 2024 and 2023, the Company had a total of $ 350,000

and $0 , respectively, of deferred legal fees payable to the Company’s legal advisors upon consummation of the business combination,

which is included in the accompanying balance sheets as of December 31, 2024.

7 — SHAREHOLDERS’ DEFICIT

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.

31, 2024 and 2023, there were no preference shares issued and 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.

Advances from Related Party

At December 31, 2025, the Company reversed $ 43,625 previously recorded as an advance from a related party, as the amount was not appropriately classified in the original recording.

During the year ended December 31, 2025, the Sponsor advanced the Company $ 1,313 for working capital purposes, of which $ 0 was repaid during the year ended December 31, 2025.

As of December 31, 2025 and 2024, the outstanding balance under the advances amounted to $ 1,313 and $ 0 , respectively.

Due from Sponsor

The Company covered certain expenses on behalf of its Sponsor, paying $ 5,254 and $ 0 as of December 31, 2025 and 2024, respectively, of which such amount is included in due from sponsor in the accompanying balance sheets.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement to be signed on May 8, 2024 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares).

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

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination 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.

Warrant Agreement Amendments

The warrant agreement provides that (a) the terms of the Public Warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correcting any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the Public Warrants and the warrant agreement set forth in the prospectus, or defective provision (ii) removing or reducing the Company’s ability to redeem the Public Warrants and, if applicable, a corresponding amendment to the Company’s ability to redeem the Private Placement Warrants or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the Public Warrants under the warrant agreement in any material respect, (b) the terms of the warrants may be amended with the vote or written consent of at least 50% of the then outstanding Public Warrants and Private Placement Warrants, voting together as a single class, to allow for the warrants to be, or continue to be, as applicable, classified as equity in the Company’s financial statement and (c) all other modifications or amendments to the Company’s warrant agreement with respect to (i) the Public Warrants require the vote or written consent of holders of at least 50% of the then outstanding Public Warrants and (ii) the Private Placement Warrants require the vote or written consent of holders of at least 50% of the then outstanding Private Placement Warrants (including the vote or written consent of Cantor).

Accordingly, the Company may amend the terms of the Public Warrants in a manner adverse to a holder of Public Warrants if holders of at least 50% of the then outstanding Public Warrants approve of such amendment.

Although the Company’s ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of ordinary shares purchasable upon exercise of a warrant.

Underwriting Agreement

The underwriter had a 45 -day option from the date of the Initial Public Offering to purchase up to 3,750,000 additional Units to cover the over-allotment.

On May 13, 2024, simultaneously with the closing of the Initial Public Offering, the underwriter elected to fully exercise the over-allotment option to purchase the additional 3,750,000 Units at a price of $ 10.00 per Unit.

The underwriter was entitled to a cash underwriting discount of $ 0.20 per Unit, or $ 5,000,000 in the aggregate, and was paid at the closing of the Initial Public Offering.

In addition, the underwriter is entitled to a deferred fee of (i) $ 0.45 per Unit sold in the base offering of the Initial Public Offering, or $ 11,250,000 in the aggregate, and (ii) $ 0.65 per Unit sold pursuant to the underwriter’s over-allotment option, or up to an additional $ 2,437,500 in the aggregate ($ 13,687,500 in total).

The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement.

Deferred Legal Fees

As of December 31, 2025 and 2024, the Company had a total of $ 350,000 of deferred legal fees payable to the Company’s legal advisors upon consummation of the business combination, which is included in the accompanying balance sheets as of December 31, 2025 and 2024.

Advisory Services Agreement

On December 11, 2025, the Company engaged ING Bank N.V., London branch (“ING”) to provide advisory services in connection with the Company’s proposed Business Combination.

Pursuant to the agreement, ING is entitled to a success fee payable upon the successful completion of this specific Business Combination.

As of December 31, 2025 and 2024, no amounts have been accrued for this fee.

NOTE 7 — 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.

At December 31, 2025 and 2024, there were no preference shares issued and 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.

At December 31, 2024, there were 28,750,000 Class A ordinary

shares issued and outstanding, all of which were subject to possible redemption.

At December 31, 2023, there were no Class A ordinary shares

issued and outstanding.

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

At December 31, 2025 and 2024, there were no Class A ordinary shares issued and outstanding, excluding 28,750,000 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.

At December 31, 2024 and 2023, there were

7,187,500 Class B ordinary shares issued and outstanding.

holders of Class B ordinary shares have the right to vote on the election of directors prior to the business combination.

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

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

Class B ordinary shares 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 Initial Public Offering 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, 20 % of the sum of all ordinary shares issued

and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities

issued or deemed issued in connection with a business combination, excluding any shares or equity-linked securities issued, or to be

issued, to any seller in a business combination.

At December 31, 2025 and 2024, there were 7,187,500 Class B ordinary shares issued and outstanding.

Only holders of Class B ordinary shares 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 Initial Public Offering 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, 20 % of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a business combination.

Warrants — As of December 31, 2025 and 2024, there were 21,375,000 Warrants outstanding, including 14,375,000 Public Warrants and 7,000,000 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 Initial Public Offering.

The Public Warrants will expire five years

from the completion of a business combination or earlier upon redemption or liquidation.

Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have

no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of

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

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

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.

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

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

in whole and not in

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 Initial Public Offering.

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;

1 unchanged sentence

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

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

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

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

cashless exercise is exempt from registration under.

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

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

securities laws.

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

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

In the case of such

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

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

multiplied by the excess of the “fair market value” 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 days ending on the trading day prior to the date on which the notice of redemption is sent to the

holders of the public warrants.

If its management takes advantage of this option, the notice of redemption will contain the information

necessary to calculate the number of shares of Class A ordinary shares to be received upon exercise of the warrants, including the

“fair market value” in such case.

Company has established the $ 18.00 per share (as adjusted) redemption criterion discussed above to prevent a redemption call unless there

is at the time of the call a significant premium to the public warrant exercise price.

If the foregoing conditions are satisfied and

the Company issues a notice of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or

its Public Warrant prior to the scheduled redemption date.

However, the price of the Class A ordinary shares may fall below the

$ 18.00 redemption trigger price as well as the $ 11.50 Public Warrant exercise price after the redemption notice is issued.

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, the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 %

of the higher of the Market Value and the Newly Issued Price.

Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, 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.

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.

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” 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 days ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the public warrants.

If its management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A ordinary shares to be received upon exercise of the warrants, including the “fair market value” in such case.

The Company has established the $ 18.00 per share (as adjusted) redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the public warrant exercise price.

If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date.

However, the price of the Class A ordinary shares may fall below the $ 18.00 redemption trigger price as well as the $ 11.50 Public Warrant exercise price after the redemption notice is issued.

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, the $ 18.00 per share redemption trigger price 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 are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, 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.

8 — FAIR VALUE MEASUREMENT

December 31, 2024, assets held in the Trust Account were comprised of $ 296,736,638 marketable securities held in Trust Account.

December 31, 2024, the Company did not withdraw any amount of interest earned on the Trust Account.

The Trust did not exist as of December 31,

following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring

basis at December 31, 2024 and 2023:

NOTE 8 — FAIR VALUE MEASUREMENT

The Company classifies its U.S.

Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At December 31, 2025, assets held in the Trust Account were comprised of $ 309,180,211 marketable securities held in Trust Account.

During the year ended December 31, 2025, the Company did not withdraw any interest income from the Trust Account.

At December 31, 2024, assets held in the Trust Account were comprised of $ 296,736,638 marketable securities held in Trust Account.

During the year December 31, 2024, the Company did not withdraw any amount of interest earned on the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2025 and 2024:

Active Markets

securities held in Trust Account

$ 296,736,638

(Level 1) Significant

(Level 2) Significant

Marketable securities held in Trust Account $ 309,180,211 $ 309,180,211 $ — $ —

Active Markets

securities held in Trust Account

The public warrants were valued using a Monte Carlo model.

2024, $ 2,443,750 of public warrants were recorded in equity.

The following table presents the quantitative information regarding market

assumptions used in the valuation of the public warrants:

Market price of public stock

Risk-free rate

Market pricing adjustment

issuance, the Founder Shares issued to the directors and director nominees were valued using a Monte Carlo model.

The public warrants

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

The following criteria presents

the quantitative information regarding market assumptions used in the Founder Share valuations:

Market pricing adjustment

Discount of lack of marketability (DLOM)

9 — 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

Operating segments are defined as components of an enterprise for which separate financial information is available that is

regularly evaluated by the Company’s 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 operating results for the Company as a whole to make decisions about allocating resources and assessing financial

(Level 1) Significant

(Level 2) Significant

Marketable securities held in Trust Account $ 296,736,638 $ 296,736,638 $ — $ —

NOTE 9 — 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 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 operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company only has 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 statements of operations as net income (loss).

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

When evaluating the Company’s performance and making

key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

Trust Account

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

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

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

2025 December 31,

Marketable securities held in Trust Account $ 309,180,211 $ 296,736,638

Cash $ 112,660 $ 483,572

General and administrative expenses $ 551,918 $ 564,973

Interest earned on the Trust Account

The CODM reviews interest earned on the 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 expenses are reviewed

and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar

transaction within the business combination 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.

Operating and formation costs, as reported on the

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 statement of operations and described within their respective disclosures.

The accounting policies used to measure the profit and loss of the

segment are the same as those described in the summary of significant accounting policies.

10 — SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements

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

in the financial statements.

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report

on Form 10-K.

and Restated Memorandum and Articles of Association of the Company.

Agreement, dated May 8, 2024, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

of the Company’s securities.

Agreement, dated May 8, 2024, among the Company, the Sponsor and the other parties thereto.

Management Trust Agreement, dated May 8, 2024, between the Company and Continental Stock Transfer & Trust Company, as trustee.

Rights Agreement, dated May 8, 2024, among the Company, the Sponsor and certain other security holders named therein.

Administrative

Services Agreement, dated May 8, 2024, between the Company and the GP Sponsor.

Placement Warrants Purchase Agreement, dated May 8, 2024, between the Company and the Sponsor.

Agreement, dated May 8, 2024, between the Company and Fersen Lamas Lambranho.

Agreement, dated May 8, 2024, between the Company and Alexandre Ruberti.

Agreement, dated May 8, 2024, between the Company and Antonio Bonchristiano.

Agreement, dated May 8, 2024, between the Company and Rodrigo Boscolo.

Agreement, dated May 8, 2024, between the Company and Andrew Fleiss.

Agreement, dated May 8, 2024, between the Company and Sergio Pedreiro.

Agreement, dated May 8, 2024, between the Company and Steven S.

Placement Warrants Purchase Agreement, dated May 8, 2024, between the Company and Cantor Fitzgerald & Co.

of Ethics and Business Conduct of the Company.

Trading Policies and Procedures of the Company.

Certification

of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section

302 of the Sarbanes-Oxley Act of 2002.

Certification

of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section

302 of the Sarbanes-Oxley Act of 2002.

Certification

of Principal Executive Officer Pursuant to 18 U.S.C.

Interest earned on marketable securities held in Trust Account $ 12,443,573 $ 9,236,638

The CODM reviews interest earned on the 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 expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination 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 statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.

NOTE 10 — SUBSEQUENT EVENTS

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

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

(b) Exhibits:

listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.

Description of Exhibit

Amended and Restated Memorandum and Articles of Association of the Company.

Warrant Agreement, dated May 8, 2024, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Description of the Company’s securities.

Letter Agreement, dated May 8, 2024, among the Company, the Sponsor and the other parties thereto.

Investment Management Trust Agreement, dated May 8, 2024, between the Company and Continental Stock Transfer & Trust Company, as trustee.

Registration Rights Agreement, dated May 8, 2024, among the Company, the Sponsor and certain other security holders named therein.

Administrative Services Agreement, dated May 8, 2024, between the Company and the GP Sponsor.

Private Placement Warrants Purchase Agreement, dated May 8, 2024, between the Company and the Sponsor.

Indemnity Agreement, dated May 8, 2024, between the Company and Fersen Lamas Lambranho.

Indemnity Agreement, dated May 8, 2024, between the Company and Alexandre Ruberti.

Indemnity Agreement, dated May 8, 2024, between the Company and Antonio Bonchristiano.

Indemnity Agreement, dated May 8, 2024, between the Company and Rodrigo Boscolo.

Indemnity Agreement, dated May 8, 2024, between the Company and Andrew Fleiss.

Indemnity Agreement, dated May 8, 2024, between the Company and Sergio Pedreiro.

Indemnity Agreement, dated May 8, 2024, between the Company and Steven S.

Private Placement Warrants Purchase Agreement, dated May 8, 2024, between the Company and Cantor Fitzgerald & Co.

Code of Ethics and Business Conduct of the Company.

Insider Trading Policies and Procedures of the Company.

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification

of Principal Financial Officer Pursuant to 18 U.S.C.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Policy of the Company.

Clawback Policy of the Company.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation

Linkbase Document.

Inline XBRL Taxonomy Extension Definition

Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase

Inline XBRL Taxonomy Extension Presentation

Linkbase Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101

(1) Incorporated

by reference to the Company’s Current Report on Form 8-K filed on May 14, 2024.

* Filed herewith.

** Furnished herewith.

(1) Incorporated by reference to the Company’s Current

Report on Form 8-K filed on May 14, 2024.

(2) Incorporated by reference to the Company’s Annual Report

on Form 10-K filed on March 28, 2025.

Form 10-K Summary.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to

be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

GP-Act III Acquisition Corp.

3 unchanged sentences

Chief Executive Officer and Director

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated.

Antonio Bonchristiano

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and

on the dates indicated.

/s/ Antonio Bonchristiano

Antonio Bonchristiano

Chief Executive Officer (Principal Executive

Chief Executive Officer (Principal Executive Officer)

March 26, 2026

Rodrigo Boscolo

/s/ Rodrigo Boscolo

Rodrigo Boscolo

Chief Financial Officer (Principal Financial

and Accounting Officer)

Chief Financial Officer (Principal Financial and Accounting Officer)

March 26, 2026

Fersen Lamas Lambranho

/s/ Fersen Lamas Lambranho

Fersen Lamas Lambranho

1 unchanged sentence

March 26, 2026

/s/ Steven L.

Co-Chairman of the Board of Directors

March 26, 2026

Andrew Fleiss

/s/ Andrew Fleiss

Andrew Fleiss

March 26, 2026

Alexandre Ruberti

/s/ Alexandre Ruberti

Alexandre Ruberti

March 26, 2026

Sergio Pedreiro

/s/ Sergio Pedreiro

Sergio Pedreiro

1 unchanged sentence

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-K

Item 8. Financial Statements and Supplementary Data