What changed in this filing

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Item 1. Financial Statements

2026-08-12 compared with 2026-05-12 · 260 added, 225 removed, 521 unchanged (48% of the section changed)

2 unchanged sentences

BALANCE SHEETS

prepaid insurance

Current assets

offering costs

prepaid insurance

held in the Trust Account

Prepaid expenses

Short-term prepaid insurance

Total current assets

Deferred offering costs

Cash held in the Trust Account

$ 245,435,212

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

offering costs

note — related party

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

Current liabilities

underwriting fee

Accrued offering costs

Accrued expenses

Promissory note — related party

Total current liabilities

Deferred underwriting fee

Deferred legal fees

Total Liabilities

Commitments and Contingencies (Note 6)

A ordinary shares subject to possible redemption;

24,150,000 and no shares at redemption value of $ 10.05 and $ 0 per share at March

31, 2026 and December 31, 2025, respectively

Shareholders’

shares, $ 0.0001 par value;

Class A ordinary shares subject to possible redemption;

24,150,000 and no shares at redemption value of $ 10.13 and $ 0 per share at June 30, 2026 and December 31, 2025, respectively

Shareholders’ Deficit

Preference shares, $ 0.0001 par value;

1,000,000 shares authorized;

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

A ordinary shares, $ 0.0001 par value;

none issued or outstanding at June 30, 2026 and December 31, 2025

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

671,000 and no shares issued and outstanding (excluding 24,150,000

and no shares subject to possible redemption) at March 31, 2026 and December 31, 2025, respectively

B ordinary shares, $ 0.0001 par value;

671,000 and no shares issued and outstanding (excluding 24,150,000 and no shares subject to possible redemption) at June 30, 2026 and December 31, 2025, respectively

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

10,692,515 shares issued and outstanding at March 31, 2026 and

December 31, 2025 (1)(2)

shares, value

paid-in capital

10,692,515 shares issued and outstanding at June 30, 2026 and December 31, 2025 (1)(2)

Ordinary shares, value

Additional paid-in capital

Accumulated deficit

( 4,675,916 )

Shareholders’ Deficit

Total Shareholders’ Deficit

( 4,674,780 )

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

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

$ 245,435,212

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CAPITAL INVESTMENT CORP.

STATEMENT OF OPERATIONS

THE THREE MONTHS ENDED MARCH 31, 2026

and administrative costs

from operations

earned on cash held in the Trust Account

other income, net

and diluted weighted average shares outstanding of Class A ordinary shares

and diluted net income per ordinary share, Class A ordinary shares

and diluted weighted average shares outstanding of Class B ordinary shares

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

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

For the Three

June 30, 2026

General and administrative costs

Loss from operations

Other income:

Interest earned on cash held in the Trust Account

Total other income, net

Basic and diluted weighted average shares outstanding of Class A ordinary shares

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

Basic and diluted weighted average shares outstanding of Class B ordinary shares

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

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

CAPITAL INVESTMENT CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE MONTHS ENDED MARCH 31, 2026

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Ordinary Shares

Shareholders’

— January 1, 2026

of Private Placement Units

value of rights included in Public Units

value of transaction costs to Class A ordinary shares

for Class A ordinary shares to redemption amount

Balance — January 1, 2026

Sale of Private Placement Units

Fair value of rights included in Public Units

Allocated value of transaction costs to Class A ordinary shares

Accretion for Class A ordinary shares to redemption amount

( 9,686,923 )

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( 4,358,246 )

Accretion for Class A ordinary shares to redemption amount

( 1,955,691 )

Balance – June 30, 2026 (Unaudited)

$ ( 4,675,916 )

$ ( 4,674,780 )

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

1 unchanged sentence

STATEMENT OF CASH FLOWS

THE THREE MONTHS ENDED MARCH 31, 2026

Flows from Operating Activities:

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

earned on cash held in the Trust Account

THE SIX MONTHS ENDED JUNE 30, 2026

Cash Flows from Operating Activities:

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

Interest earned on cash held in the Trust Account

( 3,282,056 )

in operating assets and liabilities:

cash used in operating activities

Flows from Investing Activities:

of cash in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses

Prepaid insurance

Accrued expenses

Deferred legal fees

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash in Trust Account

( 241,500,000 )

cash used in investing activities

Cash withdrawn from Trust Account for working capital purposes

Net cash used in investing activities

( 241,369,686 )

Flows from Financing Activities:

from sale of Units, net of underwriting discounts paid

from sale of Private Placement Units

from promissory note – related party

of promissory note – related party

of offering costs

cash provided by financing activities

Change in Cash

– Beginning of period

– End of period

investing and financing activities:

costs included in accrued offering costs

underwriting fee payable

legal fees included as offering costs

Cash Flows from Financing Activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Units

Proceeds from promissory note – related party

Repayment of promissory note – related party

Payment of offering costs

Net cash provided by financing activities

Net Change in Cash

Cash – Beginning of period

Cash – End of period

Non-cash investing and financing activities:

Offering costs included in accrued offering costs

Deferred underwriting fee payable

Deferred legal fees included as offering costs

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

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

31, 2026, the Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf,

engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business

Combination with the Company.

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

All activity for the period from July 15, 2025 (inception) through March

As of June 30, 2026,

the Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged

in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination

with the Company.

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

All activity for the period from July 15, 2025 (inception) through June

30, 2026 relates to the Company’s formation, its initial public offering (the “Initial Public Offering”), which is

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Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 671,000 private placement units

to the Sponsor (each a “Private Placement Unit”, collectively the “Private Placement Units”) at a price of $ 10.00

with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 671,000

private placement units to the Sponsor (each, a “Private Placement Unit”, and collectively, the “Private Placement

Units”) at a price of $ 10.00

per Private Placement Unit, generating gross proceeds of $ 6,710,000 .

Each Private Placement Unit consists of one Class A ordinary share

and one Share Right.

Private Placement Unit consists of one Class A ordinary share and one Share Right.

costs of the Initial Public Offering amounted to $ 10,611,812 , consisting of $ 4,830,000 of cash underwriting fees, $ 4,830,000 of deferred

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

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 an initial Business Combination.

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account would reduce the dollar amount public shareholders would receive upon any redemption or liquidation of the Company.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

with respect to interest earned on the funds held in the Trust Account that may be released to the Company to fund its working capital

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have priority over the claims of the Company’s public shareholders.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their Public Shares upon

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

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

2 — Significant Accounting Policies

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of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows

for the period presented.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

for the periods presented.

accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K

for the year ended December 31, 2025, as filed with the SEC on March 30, 2026.

The interim results for the three months ended March 31,

2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other future periods.

The interim results for the three and six months ended

June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other future

and Going Concern

of March 31, 2026, the Company had $ 805,607 in cash and working capital of $ 839,543 .

of June 30, 2026, the Company had $ 654,636 in cash and working capital of $ 601,431 .

order to finance transaction costs in connection with an initial Business Combination, the Sponsor or an affiliate of the Sponsor, or

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would be used to repay the Working Capital Loans.

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

The Company completed its Initial Public Offering at which time capital

in excess of the funds deposited in Trust Account and/or used to fund offering expenses was released to the Company for general capital

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

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation

of Financial Statements — Going Concern,” the Company’s management evaluated the Company’s liquidity and financial

condition, and determined that the Company lacks the liquidity to sustain operations for a reasonable period of time, which is considered

to be one year from the date of the issuance of these financial statements.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

Management plans to address this uncertainty with an initial Business Combination.

There is no assurance

that the Company’s plans to complete an initial Business Combination will be successful.

These financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

As of June 30, 2026 and December 31, 2025, there were no Working Capital Loans outstanding.

Company completed its Initial Public Offering at which time capital in excess of the funds deposited in Trust Account and/or used to

fund offering expenses was released to the Company for general capital purposes.

The Company has incurred and expects to continue to

incur significant costs in pursuit of its financing and acquisition plans.

In connection with the Company’s assessment of

going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements — Going

Concern,” the Company’s management evaluated the Company’s liquidity and financial condition, and determined that

the Company lacks the liquidity to sustain operations for a reasonable period of time, which is considered to be one year from the

date of the issuance of these unaudited condensed financial statements.

These conditions raise substantial doubt about the

Company’s ability to continue as a going concern.

Management plans to address this uncertainty with an initial Business

There is no assurance that the Company’s plans to complete an initial Business Combination will be successful.

These unaudited condensed financial statements do not include any adjustments that might result from the outcome of this

Growth Company Status

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

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

preparation of the unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited

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

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

estimates requires management to exercise significant judgment.

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

The Company had $ 805,607 and $ 935 in cash as of March 31, 2026 and December 31, 2025, respectively, and no cash equivalents.

The Company had $ 654,636 and $ 935 in cash as of June 30, 2026 and December 31, 2025, respectively, and no cash equivalents.

Held in the Trust Account

As of March 31, 2026,

the assets held in the Trust Account, amounted to $ 242,723,435

were held in an interest bearing deposit account.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

of June 30, 2026, the assets held in the Trust Account amounted to $ 244,651,743 , and were held in an interest-bearing deposit account.

As of December 31, 2025, no assets were held in the Trust account.

Concentration

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Deferred income tax assets and liabilities are computed for differences between

the unaudited condensed financial statements and tax bases of assets and liabilities that will result in future taxable or deductible

the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible

amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statements recognition

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition

and measurement of tax positions taken or expected to be taken in a tax return.

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tax benefits as income tax expense.

As of March 31, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts

As of June 30, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts

accrued for interest and penalties.

1 unchanged sentence

accruals or material deviation from its position.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently

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As such, the Company’s

tax provision was zero for the period presented.

tax provision was zero for the periods presented.

Company accounts for the Share Rights issued in connection with the Initial Public Offering and the issuance of the Private Placement

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and then to accumulated deficit.

Accordingly, as of March 31, 2026, Class A ordinary shares subject to possible redemption are presented

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 section of the Company’s condensed balance

As of March 31, 2026, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are

As of June 30, 2026, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are

reconciled in the following table:

6 unchanged sentences

( 10,449,520 )

Accretion of carrying value to redemption

Class A Ordinary Shares

subject to possible redemption, March 31, 2026

Class A Ordinary Shares subject to possible redemption, March 31, 2026

$ 242,662,263

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

Accretion of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, March 31, 2026

$ 242,662,263

Accretion of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, June 30, 2026

$ 244,617,954

Income per Ordinary Share

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of

ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture, through the date of the Initial Public

At March 31, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised

or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted income (loss) per ordinary share

is the same as basic income (loss) per ordinary share for the period presented.

income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the

period, excluding ordinary shares subject to forfeiture, through the date of the Initial Public Offering.

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 Units since the exercise of the units is contingent upon the occurrence of

future events.

At June 30, 2026, the Company

did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and

then share in the earnings of the Company.

As a result, diluted income per ordinary share is the same as basic income per ordinary share

for the periods presented.

following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary

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Schedule of Calculation of Basic and Diluted Net Income Per Ordinary Share

the Three Months Ended

March 31, 2026

For the Three Months Ended

June 30, 2026

Basic and diluted net income per share:

of net income

Weighted-average shares

Basic and diluted net

income per ordinary share

Company accounts for share awards in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation”, which requires that all equity awards be accounted for at their “fair value.” Fair value

is measured on the grant date and is equal to the underlying value of the share.

Allocation of net income

Weighted-average shares outstanding

Basic and diluted net income per ordinary share

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

For the Six Months Ended

June 30, 2026

Basic and diluted net income per share:

Allocation of net income

Weighted-average shares outstanding

Basic and diluted net income per ordinary share

Company accounts for share awards in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation”, which requires

that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the

underlying value of the share.

equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to

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the award is forfeited.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

Accounting Pronouncements

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Units, in a private placement, at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 6,710,000 .

Placement Unit consists of one Class A ordinary share and one Share Right.

Each Private Placement Unit consists of one Class A ordinary share and one Share Right.

Private Placement Units are identical to the Units sold in the Initial Public Offering except that, so long as they are held by the Sponsor

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to registration rights.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they

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5 — Related Party Transactions

October 16, 2025, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.003 per share, for which the Company issued

October 16, 2025, the Sponsor made a capital contribution of $ 25,000 ,

or approximately $ 0.003

per share, for which the Company issued 8,910,429

Founder Shares to the Sponsor.

On February 4, 2026, the Company, through a share dividend, issued an additional 1,782,086 Class

B ordinary shares to the initial shareholders, resulting to the initial shareholders holding an aggregate of 10,692,515 Founder Shares

(up to 1,365,430 of which are subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional

units is exercised).

On February 4, 2026, the Company, through a share dividend, issued an additional 1,782,086

Class B ordinary shares to the initial shareholders, resulting in the initial shareholders holding an aggregate of 10,692,515

Founder Shares (up to 1,365,430

of which were subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional units was

On February 6, 2026, the underwriters exercised their over-allotment option in full, which settled as part of the

closing of the Initial Public Offering.

As a result of the underwriters’ election to fully exercise their over-allotment option,

As a result of the underwriters’ election to fully exercise their over-allotment

option, 1,365,430

Founder Shares are no longer subject to forfeiture by the Sponsor.

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Company’s initial shareholders with respect to any Founder Shares.

October 20, 2025, the Sponsor transferred 300,000

Founder Shares to the Company’s Chief Financial Officer and Secretary, and 750,000

October 20, 2025, the Sponsor transferred 300,000 Founder Shares to the Company’s Chief Financial Officer and Secretary, and 750,000

Founder Shares to the Company’s President.

On January 28, 2026, the Sponsor transferred an aggregate of 130,000

Founder Shares to the independent directors.

The Founder Shares are automatically forfeited back to the Sponsor if the holder of

such Founder Shares is no longer providing services to the Company prior to the initial Business Combination.

It is determined the

transaction shall be recorded on the Company’s books in accordance with FASB ASC Topic 718.

The Company has determined the

purchase price of the Founder Shares to be the most appropriate value to use for the transfer of the Founder Shares.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

total fair value of the 130,000 Founder Shares transferred to the five directors on January 28, 2026 was $ 204,490 or $ 1.57 per share.

The Company established the initial fair value of the transferred Founder Shares on January 28, 2026, using a calculation prepared by

a third-party valuation experts which takes into consideration the present value of stock of $ 9.86 , remaining term of 0.03 years, risk-free

rate of 3.70 %, and market adjustment of 16.00 %.

The Founder Shares transferred are subject to a performance condition (i.e., providing

services through an initial Business Combination).

Share-based compensation would be recognized at the date an initial Business Combination

is considered probable (i.e., upon consummation of an initial Business Combination) in an amount equal to the number of Founder Shares

transferred times the grant date fair value per share (unless subsequently modified) less the amount initially received for the transfer

of Founder Shares.

As of March 31, 2026, management does not consider an initial Business Combination to be probable for accounting purposes,

and therefore no share-based compensation expense has been recognized.

The total grant date fair value of $ 204,490 represents the amount

of share-based compensation expense that would be recognized upon consummation of an initial Business Combination, to the extent the

Founder Shares ultimately vest.

On January 28, 2026, the Sponsor transferred an aggregate of 130,000 Founder Shares

to the independent directors.

The Founder Shares are automatically forfeited back to the Sponsor if the holder of such Founder Shares

is no longer providing services to the Company prior to the initial Business Combination.

It is determined the transaction shall be recorded

on the Company’s books in accordance with FASB ASC Topic 718.

The Company has determined the purchase price of the Founder Shares

to be the most appropriate value to use for the transfer of the Founder Shares.

total fair value of the 130,000 Founder Shares transferred to the five independent directors on January 28, 2026 was $ 204,490 or $ 1.57

The Company established the initial fair value of the transferred Founder Shares on January 28, 2026, using a calculation

prepared by third-party valuation experts, which takes into consideration the present value of stock of $ 9.86 , remaining term of 0.03

years, risk-free rate of 3.70 %, and market adjustment of 16.00 %.

The Founder Shares transferred are subject to a performance condition

(i.e., providing services through an initial Business Combination).

Share-based compensation would be recognized at the date an initial

Business Combination is considered probable (i.e., upon consummation of an initial Business Combination) in an amount equal to the number

of Founder Shares transferred times the grant date fair value per share (unless subsequently modified) less the amount initially received

for the transfer of Founder Shares.

As of June 30, 2026, management does not consider an initial Business Combination to be probable

for accounting purposes, and therefore no share-based compensation expense has been recognized.

The total grant date fair value of $ 204,490

represents the amount of share-based compensation expense that would be recognized upon consummation of an initial Business Combination,

to the extent the Founder Shares ultimately vest.

Note — Related Party

Sponsor has agreed to loan the Company an aggregate of up to $ 250,000 to be used for a portion of the expenses of the Initial Public

Sponsor has agreed to loan the Company an aggregate of up to $ 250,000

to be used for a portion of the expenses of the Initial Public Offering.

The loan is non-interest bearing and unsecured.

The promissory note is payable on the earlier of February 28, 2026 and the

date the Company consummates the Initial Public Offering.

As of December 31, 2025, there were $ 16,000 outstanding borrowings under the

promissory note.

As of February 6, 2026, the Company had borrowed an aggregate of $ 86,766 , which has been paid in full by the Company

at the closing of the Initial Public Offering and the borrowings under the promissory note are no longer available.

February 6, 2026, the Sponsor received $ 3,450

in excess of the amount due to be repaid on the promissory note.

As such the Company has recorded a due from Sponsor on the

condensed balance sheets for this amount.

On February 10, 2026, the Sponsor has transferred back the excess payment received in the

amount of $ 3,450 .

No amounts are due as of March 31, 2026.

promissory note is payable on the earlier of February 28, 2026 and the date the Company consummates the Initial Public Offering.

of June 30, 2026 and December 31, 2025, there was $ 0

and $ 16,000 , respectively, outstanding under the promissory note.

As of June 30, 2026, the Company had borrowed an aggregate of

which has been paid in full by the Company at the closing of the Initial Public Offering on February 6, 2026.

Borrowings under the

promissory note are no longer available.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

February 6, 2026, the Sponsor received $ 3,450 in excess of the amount due to be repaid on the promissory note.

On February 10, 2026, the Sponsor has transferred back the

excess payment received in the amount of $ 3,450 .

No amounts are due as of June 30, 2026.

Capital Loans

order to finance transaction costs in connection with an initial Business Combination, the Sponsor or an affiliate of the Sponsor or

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

Capital Loans”).

If the Company completes an initial Business Combination, the Company would repay the Working Capital Loans.

the event that an initial Business Combination does not close, the Company may use a portion of the working capital held outside the

Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans.

Up to $ 2,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post-initial Business Combination

entity at a price of $ 10.00 per Private Placement Unit at the option of the lender.

As of March 31, 2026 and December 31, 2025, no such

Working Capital Loans were outstanding.

certain of the Company’s officers and directors may, but are not obligated to, extend Working Capital Loans to the Company.

the Company completes an initial Business Combination, the Company would repay the Working Capital Loans.

In the event that an initial

Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the

Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans.

Up to $ 2,500,000 of such

Working Capital Loans may be convertible into Private Placement Units of the post-initial Business Combination entity at a price of $ 10.00

per Private Placement Unit at the option of the lender.

As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were

Administrative

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For the three

months ended March 31, 2026, the Company incurred and paid $ 27,321 in fees for these services.

and six months ended June 30, 2026, the Company incurred and paid $ 45,000 and $ 72,321 in fees for these services, respectively.

on February 5, 2026, the date on which the Company’s securities are first listed on Nasdaq, the Company began to pay its Chief

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the Company’s liquidation.

For the three months ended March 31, 2026, the Company incurred and paid $ 53,825

in fees for these services.

As of March 31, 2026, the Company prepaid $ 53,825

for these services which is included in prepaid expenses in the accompanying condensed balance sheets.

For the three and six months ended June 30, 2026, the Company incurred and paid $ 80,737

and $ 134,562

in fees for these services, respectively.

As of June 30, 2026 and December 31, 2025, the Company prepaid $ 26,913

for these services, which are included in prepaid expenses in the accompanying condensed balance sheets, respectively.

on February 5, 2026, the Company began to pay certain non-officer individual service providers an aggregate of $ 27,500 per month, with

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of the Sponsor at an at-cost arrangement for individual service providers who are employees of the affiliate.

For the three months ended

March 31, 2026, the Company incurred and paid $ 50,108 in fees for these services.

For the three and six months

ended June 30, 2026, the Company incurred and paid $ 74,778 and $ 124,886 in fees for these services, respectively.

6 — Commitments and Contingencies

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Additionally,

one of the underwriters, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Deferred

Underwriter”), is entitled to a deferred underwriting discount of up to 2.00 % of the gross proceeds of the Initial Public Offering

one of the underwriters, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, is entitled to a deferred underwriting discount of up to 2.00 % of the gross proceeds of the Initial Public Offering

held in the Trust Account, or up to $ 4,830,000 , upon the completion of the Company’s initial Business Combination, subject to the

terms of the underwriting agreement.

January 22, 2026, the Company entered into an agreement with a consultant to provide consulting services through completion of the

initial Business Combination.

In consideration for the consulting services, the Company has agreed to pay an upfront $ 30,000 fee,

which has been paid and included in the unaudited condensed statement of operations, and additional compensation of incentive share to be determined and negotiated upon completion of an initial

January 22, 2026, the Company entered into an agreement with a consultant to provide consulting services through completion of the initial

Business Combination.

In consideration for the consulting services, the Company has agreed to pay an upfront $ 30,000 fee, which has been

paid and included in the unaudited condensed statements of operations, and additional compensation of incentive shares to be determined

and negotiated upon completion of an initial Business Combination.

7 — Shareholders’ Deficit

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

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

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

A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $ 0.0001

As of March 31, 2026, there were 671,000 Class A ordinary shares issued and outstanding, excluding the 24,150,000 shares subject

As of June 30, 2026, there were 671,000 Class A ordinary shares issued and outstanding, excluding the 24,150,000 shares subject

to possible redemption.

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

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

As of December 31, 2025, there were 10,692,515 Class B ordinary shares issued and outstanding (up to 1,365,430 of which were subject

to forfeiture depending on the extent to which the underwriters’ option to purchase additional units is exercised).

6, 2026, the underwriters exercised their over-allotment option in full, which settled as part of the closing of the Initial Public Offering.

As a result of the underwriters’ election to fully exercise their over-allotment option, 1,365,430 Founder Shares are no longer

subject to forfeiture by the Sponsor.

At March 31, 2026, there were 10,692,515 Class B ordinary shares issued and

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

B Ordinary Shares — The Company is authorized to issue a total of 20,000,000

Class B ordinary shares at par value of $ 0.0001

As of June 30, 2026 and December 31, 2025, there were 10,692,515

Class B ordinary shares issued and outstanding.

Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of

the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions,

share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustments as provided the Company’s amended and restated memorandum

and articles of association.

share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustments as provided the Company’s

amended and restated memorandum and articles of association.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on

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that is significant to the fair value measurement.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

fair value of the Share Rights issued in the Initial Public Offering is $ 3,115,350 , or $ 0.129 per Share Right.

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Schedule of Fair Value Assumptions Used in Valuation of Share Rights

Pre-adjusted value per Share

February 6, 2026

Pre-adjusted value per Share Right

Market adjustment

Implied Class A share price

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

9 — Segment Information

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only has one reporting segment.

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

unaudited condensed statement of operations as net income or loss.

The measure of segment assets is reported on the condensed balance

sheets as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM

reviews several key metrics, which include the following:

CODM assesses performance for the 1 single

segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed statements

of operations as net income or loss.

The measure of segment assets is reported on the condensed balance sheets as total assets.

evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key

metrics, which include the following:

Schedule of Segment

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$ 244,651,743

For the Three

General and administrative costs

Interest earned on cash held in the Trust

Interest earned on cash held in the Trust Account

CODM reviews the position of total assets to assess if the Company has sufficient resources available to discharge its liabilities.

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General and administrative

costs as reported on the unaudited condensed statement of operations, are the significant segment expenses provided to the CODM on a

costs, as reported on the unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on a

regular basis.

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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