What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-14 compared with 2026-06-29 · 160 added, 95 removed, 218 unchanged (54% of the section changed)

Financial Statements.

ACQUISITION CORP.

GSR V ACQUISITION CORP.

INDEX TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

Condensed Interim Financial Statements (Unaudited):

Condensed Interim Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025

Condensed Interim Statement of Operations for the Three Months Ended March 31, 2026 (Unaudited)

Condensed Interim Statement of Changes in Shareholder’s (Deficit) Equity for the Three Months Ended March 31, 2026 (Unaudited)

Condensed Interim Statement of Cash Flows for the Three Months Ended March 31, 2026 (Unaudited)

Condensed Interim Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 2

Condensed Interim Statements of Operations for Three and Six Months Ended June 30, 2026 (Unaudited) 3

Condensed Interim Statements of Changes in Shareholders' (Deficit) Equity for Three and Six Months Ended June 30, 2026 (Unaudited) 4

Condensed Interim Statement of Cash Flow for the Six Months Ended June 30, 2026 (Unaudited) 5

Notes to Condensed Interim Financial Statements (Unaudited) 6

1 unchanged sentence

CONDENSED INTERIM BALANCE SHEETS

December 31, 2025

Current Assets:

Cash $ 1,558,257 $ -

Prepaid expenses 207,039 4,018

2 unchanged sentences

Deferred offering costs - 530

Cash and investments held in Trust Account 231,039,036 -

Total Assets $ 232,804,332 $ 4,548

LIABILITIES AND SHAREHOLDER’S (DEFICIT) EQUITY

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' (Deficit) Equity

Current Liabilities:

Accounts payable and accrued expenses $ 51,446 $ 530

Due to related party 15,000 -

Total Current Liabilities 51,446 530

Shareholder’s Deficit (Equity)

Non-Current Liabilities:

Deferred underwriting commissions - related party 9,200,000 -

Total Liabilities 9,251,446 530

Commitments and Contingencies (Note 6)

Class A ordinary shares, $ 0.0001 par value;

23,000,000 shares subject to possible redemption at approximately $ 10.05 per share as of June 30, 2026 ( none as of December 31, 2025) 231,039,036 -

Shareholders' (Deficit) Equity

Preference shares, $ 0.0001 par value;

3 unchanged sentences

200,000,000 shares authorized;

none issued and outstanding - -

671,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of June 30, 2026 (none as of December 31, 2025) 67 -

Class B ordinary shares, $ 0.0001 par value;

2 unchanged sentences

Additional paid-in capital - 24,325

Private placement unit receivable ( 8,699 ) -

Accumulated deficit ( 7,478,193 ) ( 20,982 )

Total Shareholder’s (Deficit) Equity ( 52,667 ) 4,018

TOTAL LIABILITIES AND SHAREHOLDER’S (DEFICIT) EQUITY $ 75,916 $ 4,548

Total Shareholders' (Deficit) Equity ( 7,486,150 ) 4,018

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' (Deficit) Equity $ 232,804,332 $ 4,548

(1) Retroactively effected for the stock split on April 27, 2026 (see Note 5).

The accompanying notes are an integral part of

these unaudited condensed interim financial statements.

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

GSR V ACQUISITION CORP.

CONDENSED INTERIM STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED INTERIM STATEMENTS OF OPERATIONS

General and administrative expenses $ 252,495 $ 309,180

Net loss $ ( 56,685 )

Weighted average Class B ordinary shares outstanding, basic and diluted (1) 6,750,000

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

Loss from operations ( 252,495 ) ( 309,180 )

Interest and dividends earned on cash and investments held in Trust Account 1,039,036 1,039,036

Interest from the bank account 12 12

Net income 786,553 729,868

Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares 11,879,121 5,972,376

Basic and diluted net income per share, redeemable ordinary shares 0.07 0.15

Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares(1) 7,096,560 6,924,238

Basic and diluted net loss per share, non-redeemable ordinary shares $ ( 0.01 ) $ ( 0.02 )

(1) Retroactively effected for the stock split on April 27, 2026 (see Note 5).

The accompanying notes are an integral part of

these unaudited condensed interim financial statements.

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

GSR V ACQUISITION CORP.

CONDENSED INTERIM STATEMENT OF CHANGES IN SHAREHOLDER’S

(DEFICIT) EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Shareholders'

Ordinary Shares

Ordinary Shares(1)

Shareholder’s

Balance - January 1, 2026 $ - $ - $ 6,750,000 $ 675 $ 24,325 $ - $ ( 20,982 ) $ 4,018

1 unchanged sentence

Balance - March 31, 2026 - - 6,750,000 675 24,325 - ( 77,667 ) ( 52,667 )

Private placement units receivable - - - - - ( 8,699 ) - ( 8,699 )

Sale of private placement units 671,000 67 - - 6,709,933 - - 6,710,000

Fair value of rights included in public units - - - - 16,428,570 - - 16,428,570

Allocated value of offering costs allocated to permanent equity instruments - - - - ( 1,008,549 ) - - ( 1,008,549 )

Remeasurement of ordinary shares subject to possible redemption - - - - ( 22,154,279 ) - ( 7,148,043 ) ( 29,302,322 )

Subsequent measurement of ordinary shares subject to possible redemption - - - - - - ( 1,039,036 ) ( 1,039,036 )

Net income - - - - - - 786,553 786,553

Balance - June 30, 2026 671,000 67 6,750,000 675 - ( 8,699 ) ( 7,478,193 ) ( 7,486,150 )

(1) Retroactively effected for the stock split on April 27, 2026 (see Note 5).

The accompanying notes are an integral part of

these unaudited condensed interim financial statements.

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

GSR V ACQUISITION CORP.

CONDENSED INTERIM STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE SIX MONTHS ENDED JUNE 30, 2026

Cash flows from Operating Activities:

Net loss $ ( 56,685 )

Adjustment to reconcile net loss to net cash used in operating activities:

Net income $ 729,868

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

Interest and dividends earned on cash and investments held in Trust Account ( 1,039,036 )

Changes in operating assets and liabilities:

Prepaid expenses ( 203,021 )

1 unchanged sentence

Net cash used in operating activities ( 461,273 )

Cash Flows from Investing Activities:

Cash deposited in Trust Account ( 230,000,000 )

Net cash used in investing activities ( 230,000,000 )

Cash Flows from Financing Activities:

Expenses paid by sponsor 15,000

Proceeds received from initial public offering, gross 230,000,000

Proceeds received from private placement 6,701,301

Offering costs paid ( 4,681,771 )

Net cash provided by financing activities 232,019,530

Net change in cash $ -

Net increase in cash 1,558,257

Cash - beginning of period -

Cash - end of period $ 1,558,257

Supplemental Disclosures of Noncash Financing Activities

Deferred offering costs included in accounts payable and accrued expenses $ 74,428

The accompanying notes are an integral part of

these unaudited condensed interim financial statements.

Supplemental Disclosures of Noncash Investing and Financing Activities

Private placement unit receivable $ 8,699

Proceeds allocated to public rights $ 16,428,570

Allocation of offering costs to ordinary shares subject to possible redemption $ 12,873,752

Remeasurement adjustment on ordinary shares subject to possible redemption $ 29,302,322

Subsequent measurement of ordinary shares subject to possible redemption $ 1,039,036

Deferred underwriting commissions $ 9,200,000

Initial recognition of Class A ordinary shares - subject to possible redemption $ 230,000,000

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

GSR V ACQUISITION CORP.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

2 unchanged sentences

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 or entities that the Company has not yet identified ("Business Combination").

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

All activity for the period from July 23, 2025 (inception) through March 31, 2026 relates to the Company’s formation and the Initial Public Offering (as defined below).

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

All activity for the period from July 23, 2025 (inception) through June 30, 2026 relates to the Company's formation and the Initial Public Offering (as defined below), and since the Initial Public Offering, its search for a Business Combination.

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

1 unchanged sentence

The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on May 13, 2026.

The registration statement for the Company's initial public offering ("Initial Public Offering") was declared effective on May 13, 2026.

On May 15, 2026, the Company consummated the Initial Public Offering of 23,000,000 units including 3,000,000 additional public units as the underwriters' over-allotment option was exercised in full (the "Units" and, with respect to the shares of Class A ordinary shares included in the Units being offered, the "Public Shares"), at $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 (see Note 3).

Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement ("Private Placement") of 671,000 units including 52,500 additional private placement units as the underwriters' over-allotment option was exercised in full (the "Private Placement Units") to GSR V Sponsor LLC (the "Sponsor") and the underwriters, at a price of $ 10.00 per Private Placement Unit, generating total proceeds of $ 6,710,000 (see Note 4).

Out of the aggregate amount of $ 6,710,000 , the amount of $ 5,400,000 from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account, $ 1,301,301 was used to pay certain costs, and the balance of $ 8,699 is receivable from the Sponsor, which is presented as an increase to shareholders’ deficit.

Transaction costs amounted to $ 13,882,301 , consisting of $ 4,025,000 of cash underwriting fees, $ 9,200,000 of deferred underwriting commissions which will be paid on the consummation of the initial Business Combination, and $ 657,301 of other offering costs, which includes $ 280,000 of additional fees paid to the parent of the lead underwriter.

The lead underwriter and its parent are related parties (see Note 6).

Upon the closing of the Initial Public Offering and the Private Placement, $ 230,000,000 ($ 10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”) with Odyssey Transfer and Trust Company acting as trustee and invested only in in either (i) U.S.

Upon the closing of the Initial Public Offering and the Private Placement, $ 230,000,000 ($ 10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the "Trust Account") with Odyssey Transfer and Trust Company acting as trustee and invested only in either (i) U.S.

government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S.

18 unchanged sentences

Notwithstanding the foregoing redemption rights, the Company's amended and restated memorandum and articles of association provide 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 Exchange Act), is restricted from redeeming its shares with respect to more than an aggregate of 15 % of the shares sold in this offering, without the prior consent of the Company.

If the Company is unable to complete an initial Business Combination within the 18 or 21-month period after the closing of the Initial Public Offering (the “Completion Window”), it may seek an amendment to amended and restated memorandum and articles of association to extend the period of time to complete an initial Business Combination beyond 21 months.

If the Company is unable to complete an initial Business Combination within the 18 months, extendable to 21 months at the Sponsor’s discretion after the closing of the Initial Public Offering (the "Completion Window"), it may seek an amendment to amended and restated memorandum and articles of association to extend the period of time to complete an initial Business Combination beyond 21 months.

The Company's amended and restated memorandum and articles of association requires at least a special resolution of shareholders as a matter of Cayman Islands law, meaning that such an amendment be approved by at least two-thirds of ordinary shares who, being entitled to do so, attend and vote (either in person or by proxy) at a general meeting of the company.

4 unchanged sentences

In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," we have determined that mandatory liquidation, should we not complete a Business Combination and an extension of our deadline to do so not be approved by the shareholders of the Company, and potential subsequent dissolution and the liquidity issue raise substantial doubt about the Company's ability to continue as a going concern if it does not complete a Business Combination.

As of March 31, 2026, the Company had no cash and a working capital deficit of $ 127,625 .

However, on May 15, 2026, subsequent to the balance sheet date and prior to issuance of the unaudited condensed interim financial statements, the Company consummated its Initial Public Offering, including the full exercise of the underwriters’ over-allotment option, and the related Private Placement.

Following the Initial Public Offering, the Company had $ 2,245,000 in its operating bank account and a working capital surplus of $ 1,912,388 .

As of June 30, 2026, the Company had $ 1,558,257 in its operating bank account and a working capital surplus of $ 1,713,850 .

The Company has incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination.

2 unchanged sentences

Management plans to complete a Business Combination before the mandatory liquidation date and anticipates that the Company will have sufficient liquidity to fund its operations until then.

However, there can be no assurance that we will be able to consummate a Business Combination within the Completion Window or that liquidity will be sufficient to fund operations.

Although management’s forecast indicates that cash held outside the Trust Account is expected to fund currently estimated operating costs during the assessment period, the mandatory liquidation provision and uncertainty regarding completion of a Business Combination continue to raise substantial doubt about the Company’s ability to continue as a going concern.

The unaudited condensed interim financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

8 unchanged sentences

As such, the information included in these unaudited condensed interim financial statements should be read in conjunction with the Company's latest audited financial statement as of May 15, 2026 and initial audited financial statements for the period from July 23, 2025 (inception) through February 28, 2026 filed with the SEC on Form 8-K and Form S-1, respectively.

In the opinion of the Company’s management, these unaudited condensed interim financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of March 31, 2026, and the Company’s results of operations and cash flows for the period presented.

In the opinion of the Company's management, these unaudited condensed interim financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company's financial position as of June 30, 2026, and the Company's results of operations and cash flows for the periods presented.

The results of operations included in the unaudited condensed interim financial statements are not necessarily indicative of the results to be expected for the full year ending December 31, 2026.

12 unchanged sentences

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

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

As of June 30, 2026 and December 31, 2025, the Company had $ 1,558,257 and $ 0 in cash, respectively.

The Company had no cash equivalents as of June 30, 2026 or December 31, 2025.

Cash and Investments Held in Trust Account

As of June 30, 2026 and December 31, 2025, the Company had $ 231,039,036 and $ 0 in cash and investments held in the Trust Account, respectively, which was measured at fair value under Level 1 in the fair value hierarchy.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation (“FDIC”) coverage limit of $ 250,000 and cash and investments held in the Trust Account with a financial institution, which, at times, may exceed the Securities Investor Protection Corporation (“SIPC”) coverage limit of $ 500,000 , including a $ 250,000 limit for cash.

As of June 30, 2026, cash held in excess of the FDIC limit was $ 1,308,257 .

As of June 30, 2026, cash and investments held in the Trust Account in excess of the SIPC limit was $ 230,789,036 .

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

Fair Value Measurements

8 unchanged sentences

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Deferred Offering Costs

Deferred offering costs consist of legal, administrative, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering.

Offering Costs Associated with the Initial Public Offering

Offering costs consist of legal, administrative, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering.

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, "Expenses of Offering." Offering costs were allocated to the Public Rights and Private Placement Units issued in the Initial Public Offering on a relative fair value basis, compared to total proceeds received.

Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.

As of March 31, 2026 and December 31, 2025, the Company had deferred offering costs of $ 74,958 and $ 530 , respectively.

Net Loss Per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period.

As of March 31, 2026 and December 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

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

As of June 30, 2026 and December 31, 2025, the Company had deferred offering costs of $ 0 and $ 530 , respectively.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, "Earnings Per Share." Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the periods, with presentation of net income per redeemable share and non-redeemable share following the two-class method.

The calculation of diluted income per ordinary share does not consider the effect of the rights issued in connection with the Initial Public Offering and the Private Placement since the exercise of the rights is contingent upon the occurrence of future events.

As of June 30, 2026 and December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company.

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

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share amounts):

For the Three Months

Ended June 30,

Particulars Redeemable Shares Non-Redeemable Shares

Interest income $ 1,039,036 $ -

Allocation of expenses ( 158,059 ) ( 94,424 )

$ 880,977 $ ( 94,424 )

Denominators:

Weighted average shares outstanding 11,879,121 7,096,560

Basic and diluted net income (loss) per share $ 0.07 $ ( 0.01 )

For the Six Months

Ended June 30,

Particulars Redeemable Shares Non-Redeemable Shares

Interest income $ 1,039,036 $ -

Allocation of expenses ( 143,175 ) ( 165,993 )

$ 895,861 $ ( 165,993 )

Denominators:

Weighted average shares outstanding 5,972,376 6,924,238

Basic and diluted net income (loss) per share $ 0.15 $ ( 0.02 )

The Company complies with the accounting and reporting requirements of ASC Topic 740, "Income Taxes," which prescribes a recognition threshold and a measurement attribute for the unaudited condensed interim financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

2 unchanged sentences

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

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

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026 or December 31, 2025.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

7 unchanged sentences

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company will recognize the accretion from initial book value to redemption amount value.

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, upon completion of Initial Public Offering, Class A ordinary shares subject to possible redemption will be presented at redemption value as temporary equity, outside of the shareholder’s (deficit) equity section of the Company’s balance sheets.

The Company will account for the Public Rights and Private Placement Rights (as defined in Notes 3 and 4) 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 will classify the Rights under equity treatment at their assigned values.

There were no Public Rights or Private Placement Rights outstanding as of March 31, 2026 or December 31, 2025.

Accordingly, as of June 30, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' (deficit) equity section of the Company's balance sheets, as reconciled in the following table:

Gross proceeds $ 230,000,000

Proceeds allocated to public rights ( 16,428,570 )

Issuance costs allocated to Class A ordinary shares subject to possible redemption ( 12,873,752 )

Remeasurement of carrying value to redemption value 29,302,322

Class A ordinary shares subject to possible redemption, May 15, 2026 230,000,000

Subsequent measurement of Class A ordinary shares subject to possible redemption 1,039,036

Class A ordinary shares subject to possible redemption, June 30, 2026 $ 231,039,036

The Company accounts for the Public Rights and Private Placement Rights (as defined in Notes 3 and 4) 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 Rights under equity treatment at their assigned values.

As of June 30, 2026, the Company had 3,285,714 Public Rights and 95,857 Private Placement Rights outstanding.

There were no Public Rights or Private Placement Rights outstanding as of December 31, 2025.

Recent Accounting Standards

2 unchanged sentences

Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units (including underwriters’ over-allotment exercise of 3,000,000 Units) at a purchase price of $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 to the Company, of which $ 224,600,000 was placed in the Trust Account.

The remaining $ 5,400,000 deposited into the Trust Account was funded from the Private Placement, as described in Note 4.

Each Unit consists of one Class A ordinary share and one-seventh (1/7th) of one public right (“Public Right”).

2 unchanged sentences

The underwriters have exercised their over-allotment option on consummation of the Initial Public offering to purchase 3,000,000 additional Units to cover over-allotments.

A total of 3,285,714 Public Rights were issued with an aggregate fair value of $ 16,428,570 ($ 5.00 per Public Right based on methodology in Note 8).

Offering costs allocated to the Units issued in the Initial Public Offering totaled $ 13,863,636 , of which $ 12,873,752 was allocated to the Public Shares and $ 989,844 was allocated to the Public Rights.

PRIVATE PLACEMENT

Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the Private Placement of 671,000 units (including underwriters’ over-allotment exercise of 52,500 units) to the Sponsor and the underwriters at a price of $ 10.00 per Private Placement Unit, generating total proceeds of $ 6,710,000 , of which $ 5,400,000 was placed in the Trust Account, $ 1,301,301 was used to pay certain costs, and the balance of $ 8,699 is receivable from the Sponsor.

Each Private Placement Unit entitles the holder thereof to one Class A ordinary share and one-seventh (1/7th) of one private right (“Private Placement Right”) to receive one Class A ordinary share upon the consummation of an initial Business Combination.

The Sponsor received 550,000 Private Placement Units for gross proceeds of $ 5,500,000 , including 78,571 Private Placement Rights valued at $ 392,855 ($ 5.00 per Private Placement Right based on methodology in Note 8).

The underwriters received 121,000 Private Placement Units for gross proceeds of $ 1,210,000 , including 17,286 Private Placement Rights valued at $ 86,430 ($ 5.00 per Private Placement Right based on methodology in Note 8).

Offering costs allocated to the Private Placement Units totaled $ 18,665 .

The Private Placement Units have terms and provisions that are identical to the Units sold as part of the Initial Public Offering.

18 unchanged sentences

Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees.

For the three and six months ended June 30, 2026, the Company incurred $ 111,112 in fees for these services, which are included within general and administrative expenses in the unaudited condensed interim statements of operations.

There were no related amounts payable as of June 30, 2026 or December 31, 2025.

Due to Related Party

1 unchanged sentence

These amounts are due on demand and non-interest bearing.

During the period from January 1, 2026 through March 31, 2026, the Sponsor paid certain costs totaling $ 15,000 on behalf of the Company.

As of March 31, 2026 and December 31, 2025, the amount due to the related party was $ 15,000 and $ 0 , respectively.

During the period from January 1, 2026 through May 15, 2026, the Sponsor paid certain costs totaling $ 91,301 on behalf of the Company.

Upon the closing of the Initial Public Offering, the Company repaid the outstanding balance of $ 91,301 due to related party from the proceeds not held in the Trust Account, resulting in no balances due to related party as of June 30, 2026 or December 31, 2025.

Working Capital Loans

5 unchanged sentences

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.

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

As of June 30, 2026 and December 31, 2025, the Company had no outstanding Working Capital Loans.

COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of (i) the Founder Shares (including the underlying Class A ordinary shares issuable upon the conversion of the Founder Shares) and (ii) Private Placement Units, including any Private Placement Units that may be issued upon conversion of working capital loans (including any private placement shares, private placement rights and any Class A ordinary shares underlying the private placement rights) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares).

The holders of (i) the Founder Shares (including the underlying Class A ordinary shares issuable upon the conversion of the Founder Shares) and (ii) Private Placement Units, including any Private Placement Units that may be issued upon conversion of working capital loans (including any private placement shares, private placement rights and any Class A ordinary shares underlying the private placement rights) are entitled to registration rights pursuant to a registration rights agreement entered into in connection with Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares).

With the exception of the Sponsor and the Private Placement Units it purchases in connection with the Initial Public Offering, the holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities.

3 unchanged sentences

Underwriting Agreement - Related Party

The Company granted the underwriters a 45 -day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.

On May 15, 2026, the underwriters exercised their over-allotment option in full to purchase 3,000,000 additional Units at the Initial Public Offering price, less the underwriting discounts and commissions.

7 unchanged sentences

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

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

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

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

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

As of June 30, 2026, there were 671,000 Class A ordinary shares issued and outstanding, and 23,000,000 Class A ordinary shares issued and outstanding subject to possible redemption.

As of December 31, 2025, there were no Class A ordinary shares issued or outstanding.

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.

As of March 31, 2026 and December 31, 2025, there were 6,750,000 Class B ordinary shares issued and outstanding, reflecting retroactive presentation of the stock split on April 27, 2026 (see Note 5).

As of June 30, 2026 and December 31, 2025, there were 6,750,000 Class B ordinary shares issued and outstanding, reflecting retroactive presentation of the stock split on April 27, 2026 (see Note 5).

Upon incorporation on July 23, 2025, the Company issued one Class B ordinary share (the "Initial Share") with a par value of $ 0.0001 to AGS Nominees 1 Limited (designee of the Company's Cayman Islands legal counsel), which was immediately transferred to the Sponsor on July 23, 2025.

3 unchanged sentences

provided, that the holders of Class B ordinary shares will be entitled to vote as a separate class to increase the authorized number of Class B ordinary shares.

Each share of ordinary share will have one vote on all such matters.

Each ordinary share is entitled to one vote on all such matters.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like and will not have any redemption rights or be entitled to liquidating distributions if we do not consummate an initial Business Combination.

Rights — As of March 31, 2026 and December 31, 2025, the Company had no rights outstanding.

Rights - As of December 31, 2025, there were no rights issued or outstanding.

On May 15, 2026, 3,285,714 Public Rights and 95,857 Private Placement Rights were issued as part of the Initial Public Offering and Private Placement, respectively.

The gross proceeds of the Initial Public Offering were allocated to the Public Rights based on relative value, with $ 16,428,570 recorded in shareholders’ deficit related to the Public Rights on May 15, 2026.

The rights are not remeasured to fair value on a recurring basis.

As of June 30, 2026, there were 3,285,714 Public Rights and 95,857 Private Placement Rights outstanding.

Each holder of one right will receive one Class A ordinary share upon the consummation of the initial Business Combination, whether or not the Company will be the surviving entity, even if the holder of a Public Right converted all Class A ordinary shares held by them or it in connection with the initial Business Combination or an amendment to the Company's memorandum and articles of association with respect to Company's pre-business combination activities.

3 unchanged sentences

If the Company is unable to complete an initial Business Combination within the Completion Window and the Company redeems the Public Shares from the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

FAIR VALUE MEASUREMENTS

The fair value of the Public Rights and Private Placement Rights was measured under Level 3 in the fair value hierarchy as of May 15, 2026.

The expected term of the right was based on the actual term of the right in the event of a successful Business Combination.

The probability of an initial Business combination was based on historical data from special purpose acquisition companies (“SPACs”) that have successfully completed an initial public offering and then gone on to complete a Business Combination.

The volatility is based on historical volatility of comparable publicly traded SPACs.

The Public Rights have been classified within shareholders’ (deficit) equity and will not require remeasurement after issuance.

The market assumptions used to determine fair value are as follows:

Market adjustment(1) 50.0 %

(1) Includes probability of an initial Business Combination and other factors.

SEGMENT INFORMATION

3 unchanged sentences

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

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include general and administrative expenses and interest and dividends earned on cash and investments held in Trust Account (after consummation of the Initial Public Offering).

The key measure of segment profit or loss reviewed by our CODM is net income or loss, which is comprised of interest and dividends earned on cash and investments held in Trust Account (after consummation of the Initial Public Offering) and general and administrative expenses.

When evaluating the Company's performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include general and administrative expenses and interest and dividends earned on cash and investments held in Trust Account.

Net income or loss is reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Completion Window.

The CODM reviews interest and dividends earned on cash and investments held in Trust Account (after consummation of the Initial Public Offering) 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.

The CODM reviews interest and dividends earned on cash and investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

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

1 unchanged sentence

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

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed interim financial statements, other than as noted below.

Initial Public Offering

In April 2026, the Company modified the following key terms of the Initial Public Offering and Private Placement, which have been retroactively reflected in the unaudited condensed interim financial statements and disclosed in the respective notes to the unaudited condensed interim financial statements:

Changed the composition of the rights to one-seventh (1/7 th ) of one right (originally one-tenth (1/10 th ) of one right), with each right entitling the holder to receive one Class A ordinary share upon the consummation of an initial Business Combination (Notes 3 and 4):

Increased the private placement to 618,500 Private Placement Units (or 671,000 Private Placement Units if the underwriters’ over-allotment is exercised in full) (originally 595,500 Private Placement Units (or 655,500 Private Placement Units if the underwriters’ over-allotment is exercised in full)) (Note 4);

Decreased the cash underwriting fees to $ 0.175 per Unit (originally $ 0.20 per Unit), or $ 3,500,000 in the aggregate (or $ 4,025,000 in the aggregate if the underwriters’ over-allotment is exercised in full), to be paid upon the closing of the Initial Public Offering (Note 6).

On April 27, 2026, the Company authorized a stock split in a 1.03-for-one ratio, resulting in the Sponsor holding 6,750,000 Class B ordinary shares, which stock split has been retroactively presented in the unaudited condensed interim financial statements (Notes 5 and 7).

The registration statement for the Company’s Initial Public Offering was declared effective on May 13, 2026.

On May 15, 2026, the Company consummated the Initial Public Offering of 23,000,000 Units including 3,000,000 additional public Units as the underwriters’ over-allotment option was exercised in full, at $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 (see Note 3).

Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the Private Placement of 671,000 units including 52,500 additional Private Placement Units as the underwriters’ over-allotment option was exercised in full to the Sponsor and the underwriters, at a price of $ 10.00 per Private Placement Unit, generating total proceeds of $ 6,710,000 (see Note 4).

Founder Shares

On May 12, 2026, the Sponsor transferred 60,000 Founder Shares to the three independent directors ( 20,000 Founder Shares per director) of the Company, at a price of $ 0.0037037 per share.

Each buyer paid $ 74.07 for an aggregate purchase price of $ 222.21 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 shares 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 (see Note 5).

Administrative Services Agreement

Commencing on May 15, 2026, the Company entered into an agreement to pay the Sponsor a total of up to $ 55,556 per month for office space and administrative and support services.

Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees (see Note 5).

Due to Related Party

During the period from April 1, 2026 through May 15, 2026, the Sponsor paid certain costs totaling $ 76,301 on behalf of the Company, resulting in an amount due to the related party of $ 91,301 , which was repaid upon the closing of the Initial Public Offering.

As of May 15, 2026, the amount due to the related party was $ 0 (see Note 5).

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements