What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-13 · 226 added, 165 removed, 642 unchanged (38% of the section changed)

2 unchanged sentences

BALANCE SHEETS

September 30, 2025

Current assets

4 unchanged sentences

Deferred offering costs

Marketable securities

held in Trust Account

Marketable securities held in Trust Account

$ 196,905,457

Liabilities and Shareholders’

Liabilities and Shareholders’ Deficit

Current liabilities

1 unchanged sentence

Accrued offering costs

Promissory note –

related party

Promissory note – related party

Total current liabilities

Deferred legal fees

Deferred underwriting

Commitments and Contingencies

Class A ordinary shares subject to possible

redemption, 19,000,000 and 0 shares at redemption value of $ 10.17 and $ 0 per share at June 30, 2025 and December 31, 2024

Deferred underwriting fee payable

Total Liabilities

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 19,000,000 and 0 shares at redemption value of $ 10.27 and $ 0 per share at September 30, 2025 and December 31, 2024

Shareholders’ Deficit

1 unchanged sentence

1,000,000 shares authorized;

issued or outstanding at June 30, 2025 and December 31, 2024

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

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

690,000 and none issued or outstanding (excluding 19,000,000 and 0 shares subject to possible redemption)

at June 30, 2025 and December 31, 2024, respectively

Class B ordinary shares, $ 0.0001

690,000 and none issued or outstanding (excluding 19,000,000 and 0 shares subject to possible redemption) at September 30, 2025 and December 31, 2024, respectively

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

6,333,333 and 6,708,333 shares issued and outstanding (1)(2) at June 30, 2025

and December 31, 2024, respectively

6,333,333 and 6,708,333 shares issued and outstanding (1)(2) at September 30, 2025 and December 31, 2024, respectively

Ordinary shares, value

2 unchanged sentences

( 7,256,740 )

Shareholders’ Deficit

Total Shareholders’ Deficit

( 7,256,038 )

Liabilities and Shareholders’ Deficit

Total Liabilities and Shareholders’ Deficit

$ 196,905,457

8 unchanged sentences

CAPITAL INVESTMENT CORP.

STATEMENT OF OPERATIONS

THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

STATEMENTS OF OPERATIONS

the Period from

General and administrative costs

from operations

Loss from operations

( 1,757,164 )

Other income:

Interest earned on cash

earned on marketable securities held in Trust Account

Interest earned on cash equivalents

Interest earned on marketable securities held in Trust Account

Total other income

Weighted average shares

outstanding of redeemable Class A ordinary shares, basic and diluted

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

Weighted average shares

outstanding of non-redeemable Class A ordinary shares, basic and diluted

and diluted net income per ordinary share, non-redeemable Class A ordinary shares

Weighted average shares

outstanding, Class B ordinary shares, basic and diluted

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

Net income (loss)

Weighted average shares outstanding of redeemable Class A ordinary shares, basic and diluted

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

Weighted average shares outstanding of non-redeemable Class A ordinary shares, basic and diluted

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

Weighted average shares outstanding, Class B ordinary shares, basic and diluted

Basic and diluted net income (loss) 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 AND SIX MONTHS ENDED JUNE 30, 2025

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Ordinary Shares

4 unchanged sentences

Fair value of public Share Rights at issuance

Allocated value of transaction costs to Class

A ordinary shares

Allocated value of transaction costs to Class A ordinary shares

Forfeiture of founder shares

Accretion for Class A ordinary shares to redemption

Accretion for Class A ordinary shares to redemption amount

( 8,352,571 )

1 unchanged sentence

( 15,504,819 )

Balance – March 31, 2025

Balance – March 31, 2025 (unaudited)

( 6,182,193 )

( 6,181,491 )

Accretion for Class A ordinary shares to redemption amount

( 1,888,444 )

Accretion for Class A ordinary shares to redemption

Balance – June 30, 2025 (unaudited)

( 6,550,123 )

( 6,549,421 )

Balance – June

Accretion for Class A ordinary shares to redemption amount

( 1,898,408 )

Balance – September 30, 2025 (unaudited)

$ ( 7,256,740 )

$ ( 7,256,038 )

THE PERIOD FROM SEPTEMBER 27, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

Ordinary Shares

Shareholders’

Balance – September 27, 2024 (inception)

Net income (loss)

Balance – September 30, 2024

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

CAPITAL INVESTMENT CORP.

STATEMENT OF CASH FLOWS

THE SIX MONTHS ENDED JUNE 30, 2025

Cash flows from operating

Adjustments to reconcile net income to net

cash used in operating activities:

Interest earned on marketable securities held

in Trust Account

STATEMENTS OF CASH FLOWS

the Nine Months Ended

the Period from

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

( 5,446,141 )

4 unchanged sentences

Deferred legal fees

cash used in operating activities

Cash flows from investing

Net cash used in operating activities

( 1,149,529 )

Cash flows from investing activities:

Investment of cash into Trust Account

( 190,000,000 )

Cash withdrawn from Trust

Account for working capital purposes

Net cash used in investing

Cash withdrawn from Trust Account for working capital purposes

Net cash used in investing activities

( 189,760,475 )

Cash flows from financing

Proceeds from sale of Units, net of underwriting

discounts paid

Cash flows from financing activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Units

1 unchanged sentence

Repayment of promissory note - related party

Payment of deferred offering

cash provided by financing activities

Net change in cash and cash

Cash and cash equivalents, beginning of the

and cash equivalents, end of the period

Payment of deferred offering costs

Net cash provided by financing activities

Net change in cash and cash equivalents

Cash and cash equivalents, beginning of the period

Cash and cash equivalents, end of the period

Noncash investing and financing activities:

Offering costs included

in accrued offering costs

Deferred offering costs

included in deferred legal fees

Deferred underwriting

Offering costs included in accrued offering costs

Deferred offering costs included in deferred legal fees

Deferred underwriting fee payable

Forfeiture of Founder Shares

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

7 unchanged sentences

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

of June 30, 2025, the Company had not commenced any operations.

All activity for the period from September 27, 2024 (inception) through

June 30, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), as

described below and, subsequent to the Initial Public Offering, identifying and completing a suitable Business Combination.

of September 30, 2025, the Company had not commenced any operations.

All activity for the period from September 27, 2024 (inception)

through September 30, 2025, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”),

as described below and, subsequent to the Initial Public Offering, identifying and completing a suitable Business Combination.

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

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and Capital Resources

of June 30, 2025, the Company had cash and cash equivalents of $ 1,861,192 and working capital of $ 1,825,579 .

Further, the Company has

incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.

of September 30, 2025, the Company had cash and cash equivalents of $ 1,622,799 and working capital of $ 1,708,541 .

Further, the Company

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

In connection with the Company’s

assessment of going concern considerations in accordance with Accounting Standards Codification 205-40, “Going Concern,”

as of June 30, 2025, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the

date of issuance of these unaudited condensed financial statements.

as of September 30, 2025, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from

the date of issuance of these unaudited condensed financial statements.

CAPITAL INVESTMENT CORP.

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for the year ended December 31, 2024 as filed with the SEC on March 31, 2025.

The interim results for the three and six months ended

June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other future

The interim results for the three and nine months ended

September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other

future periods.

Growth Company

17 unchanged sentences

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

preparation of unaudited condensed financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions

preparation of 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

10 unchanged sentences

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

The Company had $ 1,861,192

in cash and had no cash equivalents held in a money market

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

The Company had $ 1,622,799 and $ 20,005 in cash and had no cash equivalents as of September 30, 2025 and December 31, 2024, respectively.

Securities Held in Trust Account

of June 30, 2025 the assets held in the Trust Account amounted to $ 193,308,208 .

of September 30, 2025 the assets held in the Trust Account amounted to $ 195,206,616 .

The Company classifies its U.S.

7 unchanged sentences

Gains and losses resulting from the change in fair value of these securities are included in interest earned on

marketable securities held in the Trust Account in the accompanying statement of operations.

The estimated fair values of investments

held in the Trust Account are determined using available market information.

marketable securities held in the Trust Account in the accompanying condensed statements of operations.

The estimated fair values of

investments held in the Trust Account are determined using available market information.

Concentration

16 unchanged sentences

Private Placement Units, after management’s evaluation, were accounted for under equity treatment.

As of June 30, 2025 and December

31, 2024 the Company has $ 0 and $ 952,432 , respectively, in deferred offering costs as recorded on the accompanying balance sheets.

As of September 30, 2025 and

December 31, 2024 the Company has $ 0 and $ 952,432 , respectively, in deferred offering costs as recorded on the accompanying balance sheets.

Value of Financial Instruments

15 unchanged sentences

tax benefits as income tax expense.

As of June 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts

As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts

accrued for interest and penalties.

6 unchanged sentences

As such, the Company’s

tax provision was zero for the period presented.

tax provision was zero for the periods presented.

Company accounted for the Share Rights issued in connection with the Initial Public Offering and the private placement in accordance

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in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated

Accordingly, as of June 30, 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 sheet.

As of December 31, 2024, there

were no Class A ordinary shares subject to possible redemption.

As of June 30, 2025, the Class A ordinary shares subject to possible

redemption reflected in the balance sheet are reconciled in the following table:

Accordingly, as of September 30, 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 sheet.

As of December 31, 2024,

there were no Class A ordinary shares subject to possible redemption.

As of September 30, 2025, the Class A ordinary shares subject to

possible redemption reflected in the balance sheet are reconciled in the following table:

SCHEDULE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

6 unchanged sentences

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible

redemption, March 31, 2025

$ 191,419,764

Remeasurement of carrying value to redemption

Class A ordinary shares

subject to possible redemption, June 30, 2025

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

Remeasurement of carrying value to redemption value

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

Remeasurement of carrying value to redemption value

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

$ 195,206,616

Income Per Ordinary Share

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

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

At June 30, 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, diluted income per ordinary share is the same as basic income per ordinary share

for the periods presented.

Income (loss) Per Ordinary Share

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 Offering.

At September 30,

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, diluted income per ordinary share is the same as basic income per

ordinary share for the periods presented.

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

SCHEDULE OF CALCULATION OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE

the Three Months Ended June 30, 2025

the Six Months Ended June 30, 2025

For the Three Months Ended September 30, 2025

For the Nine Months Ended September 30, 2025

Non-Redeemable

21 unchanged sentences

Share-based compensation

expenses are included in costs and operating expenses depending on the nature of the services provided in the statement of operations.

expenses are included in costs and operating expenses depending on the nature of the services provided in the condensed statements of

Accounting Standards

77 unchanged sentences

in this circumstance.

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary

5 unchanged sentences

of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”).

CAPITAL INVESTMENT CORP.

TO CONDENSED FINANCIAL STATEMENTS

Note — Related Party

5 unchanged sentences

On January 21, 2025, the Company repaid the total outstanding balance of the Promissory Note amounting to $ 109,994 .

As of September

30, 2025 and December 31, 2024, the Company had $ 0 and $ 76,790 , respectively, outstanding balance under the Promissory Note.

borrowings are available under the Promissory Note.

Capital Loans

8 unchanged sentences

per Unit at the option of the lender.

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

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

Administrative

Services Agreement and Payments to Officer

Services Agreement and Payments to Officer and Consultants

Company entered into an agreement with the Sponsor, commencing on January 17, 2025 through the earlier of the Company’s consummation

of a Business Combination and its liquidation, to pay an aggregate of $ 15,000 per month for office space, utilities, and secretarial

and administrative support services.

For the three and six months ended June 30, 2025, the Company incurred and paid $ 45,000 and $ 82,258

administrative services fees, respectively.

Company entered into an agreement with the CFO, commencing on January 17, 2025, to pay an aggregate of $ 10,000 per month for services

prior to the consummation of the Company’s Business Combination or until the Company’s liquidation.

For the three and six

months ended June 30, 2025, the Company incurred $ 24,839 and $ 54,839 , respectively, under this agreement with the CFO and are included

in accounts payable and accrued expenses on the balance sheet as of June 30, 2025.

and administrative support services, which amount increased to $ 25,000 per month beginning September 1, 2025.

For the three and nine

months ended September 30, 2025, the Company incurred and paid $ 55,000 and $ 137,258 administrative services fees, respectively.

The Company entered into an agreement with the CFO, commencing on January

17, 2025, to pay an aggregate of $ 10,000 per month for services prior to the consummation of the Company’s Business Combination

or until the Company’s liquidation.

For the three and nine months ended September 30, 2025, the Company incurred $ 30,000 and $ 84,839 ,

respectively, under this agreement with the CFO and are included in accounts payable and accrued expenses on the balance sheet as of September

The Company has agreed to pay consulting and advisory fees of $ 11,000 per month, with a discretionary annual bonus of up to

$ 25,000 , to an affiliate of the Sponsor for services related to the execution and consummation of a Business Combination, which payments

commenced in September 2025.

An aggregate of approximately $ 9,068 was charged to operations for the

three months and nine months ended September 30, 2025 for such consulting and advisory services.

In addition, in January

2025, the Company began to compensate a Vice President of the Company $ 16,500 per month, with a discretionary annual bonus of up to $ 165,000 ,

for her services.

An aggregate of approximately $ 44,406 and $ 136,771 , respectively, was charged to operations for the three months

and nine months ended September 30, 2025, respectively, for such services.

CAPITAL INVESTMENT CORP.

17 unchanged sentences

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.

chain interruptions and increased cyberattacks 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

28 unchanged sentences

TO CONDENSED FINANCIAL STATEMENTS

of June 30, 2025, the Company had a total deferred legal fee of $ 775,000 , of which $ 175,000 was related to general matters and $ 600,000

was related to the Initial Public Offering and charged to offering costs, all of which is to be paid to the Company’s legal advisors

upon consummation of its Business Combination.

As of December 31, 2024, the Company had a total deferred legal fee of $ 450,000 , all of

which was related to the Initial Public Offering and charged to offering costs.

As the settlement or liquidation of amounts of deferred

legal fees are not reasonably expected to require the use of current assets or require the creation of current liabilities, the amount

is classified as a non-current liability in the accompanying balance sheets as of June 30, 2025 and December 31, 2024.

of September 30, 2025, the Company had a total deferred legal fee of $ 1,185,000 , of which $ 585,000 was related to general matters and

$ 600,000 was related to the Initial Public Offering and charged to offering costs, all of which is to be paid to the Company’s

legal advisors upon consummation of its Business Combination.

As of December 31, 2024, the Company had a total deferred legal fee of

$ 450,000 , all of which was related to the Initial Public Offering and charged to offering costs.

As the settlement or liquidation of

amounts of deferred legal fees are not reasonably expected to require the use of current assets or require the creation of current liabilities,

the amount is classified as a non-current liability in the accompanying balance sheets as of September 30, 2025 and December 31, 2024.

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.

June 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

September 30, 2025 and December 31, 2024, 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 June 30, 2025 and December 31, 2024, there were 690,000 and 0 Class A ordinary shares issued or outstanding, respectively,

excluding the 19,000,000 Class A ordinary shares subject to possible redemption as of June 30, 2025.

As of September 30, 2025 and December 31, 2024, there were 690,000 and 0 Class A ordinary shares issued or outstanding, respectively,

excluding the 19,000,000 Class A ordinary shares subject to possible redemption as of September 30, 2025.

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

7 unchanged sentences

forfeited the remaining unexercised balance of 1,125,000 Units, resulting in the forfeiture of 375,000 founder shares.

As of June 30,

As of September

30, 2025 and December 31, 2024, there were 6,333,333 and 6,708,333 Class B ordinary shares issued or outstanding, respectively.

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

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

share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts

sold in the Initial Public Offering and related to or in connection with the closing of a Business Combination, the ratio at which Class

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

ordinary shares agree to waive such 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, 25% of the sum of (i) the total number of

all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued

pursuant to the Underwriters’ over-allotment option and excluding the private placement shares), plus (ii) all Class A ordinary

shares and equity-linked securities issued or deemed issued, in connection with the closing of a Business Combination (excluding any

shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent

shares issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital

Loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with a Business Combination;

that such conversion of founder shares will never occur on a less than one-for-one basis.

a 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 adjustment as provided herein.

In the case that

additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold

in the Initial Public Offering and related to or in connection with the closing of a Business Combination, the ratio at which Class B

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

shares agree to waive such 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, 25% of the sum of (i) the total number of all Class

A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant

to the Underwriters’ over-allotment option and excluding the private placement shares), plus (ii) all Class A ordinary shares and

equity-linked securities issued or deemed issued, in connection with the closing of a Business Combination (excluding any shares or equity-linked

securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent shares issued to the

Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii)

any redemptions of Class A ordinary shares by public shareholders in connection with a Business Combination;

provided that such conversion

of founder shares will never occur on a less than one-for-one basis.

CAPITAL INVESTMENT CORP.

55 unchanged sentences

TO CONDENSED FINANCIAL STATEMENTS

June 30, 2025, assets held in the Trust Account were comprised of $ 193,308,208 in a money market account.

At December 31, 2024, there

were no assets held in the Trust Account.

September 30, 2025, assets held in the Trust Account were comprised of $ 195,206,616 in a money market account.

At December 31, 2024,

there were no assets held in the Trust Account.

The Company has not withdrawn any interest income from the Trust Account.

SCHEDULE OF ASSETS MEASURED AT FAIR VALUE

Marketable securities held in Trust

$ 193,308,208

following table presents information about the Company’s assets that are measured at fair value, and indicates the fair value hierarchy

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

SCHEDULE OF ASSETS MEASURED AT FAIR VALUE

September 30, 2025

Marketable securities held in Trust Account

$ 195,206,616

fair value of the Share Rights as of January 21, 2025 issued in the Initial Public Offering was $ 1,577,000 , or $ 0.083 per Share Right.

4 unchanged sentences

SCHEDULE OF FAIR VALUE ASSUMPTIONS USED IN VALUATION OF SHARE RIGHTS

January 21, 2025

Underlying share price

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

on the statement of operations as net income or loss.

on the statements of operations as net income or loss.

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

2 unchanged sentences

SCHEDULE OF SEGMENT

September 30, 2025

Cash and cash equivalents

Marketable securities held in Trust Account

$ 195,206,616

September 30, 2025

the Period from

September 30, 2024

General and administrative costs

Interest earned on marketable securities held

in Trust Account

Interest earned on marketable securities held in Trust Account

CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy

6 unchanged sentences

General and administrative costs, as reported

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

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

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

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

respective disclosures.

10 — SUBSEQUENT EVENTS

1 unchanged sentence

financial statements were issued.

The Company did not identify any subsequent events that would have required adjustment or disclosure

in the unaudited condensed financial statements.

The Company has concluded that all such events and transactions that would require adjustment or disclosure

in the unaudited condensed financial statements have been recognized or disclosed, which include the following:

October 22, 2025, the Company, Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the

Company (“Merger Sub”), and ONE Nuclear Energy LLC, a Delaware limited liability company (the “ONE Nuclear”),

entered into a business combination agreement (the “Business Combination Agreement”) that contemplates a $ 1.0 billion equity

valuation of ONE Nuclear and an all-stock combination transaction (the “Proposed Business Combination).

ONE Nuclear is an independent

developer of large-scale energy solutions powered by natural gas and advanced nuclear small modular reactor (SMR) technologies.

to the Business Combination Agreement, the parties thereto will enter into a business combination transaction by which, among other things,

(i) the Company will transfer by way of continuation and deregistration to and domesticate as a Delaware corporation (the “Domestication”)

and (ii) Merger Sub will merge with and into ONE Nuclear (the “Merger”), with ONE Nuclear being the surviving entity of the

Merger and becoming a direct, wholly-owned subsidiary of the Company.

Upon closing of the Merger (the “Closing,” and the

date on which the Closing occurs, the “Closing Date”), ONE Nuclear will become a direct, wholly-owned subsidiary of the Company,

and the Company will be a publicly traded company operating under the name “ONE Nuclear.” Following the Closing, the Company’s

shares of common stock following the Domestication (“Common Stock”) are expected to trade on Nasdaq under the ticker symbol

Closing will occur no later than the third business day following the satisfaction or waiver of all of the closing conditions, or at

such other time or in such other manner as agreed upon by the Company and ONE Nuclear in writing.

obligations of the parties to consummate the Merger and the other transactions contemplated by the Business Combination Agreement (collectively,

the “Transactions”) are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of customary

closing conditions set forth in the Business Combination Agreement, including:

(i) approval of the Transactions by the shareholders of

the Company and the equityholders of ONE Nuclear;

(ii) the registration statement on Form S-4 (the “Registration Statement”)

having become effective under the Securities Act of 1933, as amended (the “Securities Act”);

(iii) the Company’s shares

of Common Stock to be issued in connection with the Transactions will be conditionally approved for listing upon the Closing on Nasdaq

subject to any requirement to have a sufficient number of round lot holders of Common Stock;

(iv) no governmental authority of competent

jurisdiction will have enacted, issued, promulgated, enforced or entered any law or governmental order that is then in effect that makes

the Merger illegal or otherwise prevents or prohibits the Closing;

(v) no Purchaser Material Adverse Effect or Company Material Adverse

Effect (each as defined in the Business Combination Agreement) will have occurred since the date of the Business Combination Agreement

that is continuing;

and (vi) the Domestication will have been completed.

There is no minimum cash condition or financing condition to

specifically stated, this Quarterly Report on Form 10-Q does not give effect to the proposed Transactions and does not contain the risks

associated with the proposed Transactions.

Such risks and effects relating to the proposed Transactions will be included in a Registration

Statement on Form S-4 that the Company intends to file with the SEC relating to the Proposed Business Combination.

more information about the Proposed Business Combination and the Business Combination Agreement, see the Company’s Current Report

on Form 8-K filed with the SEC on October 23, 2025.

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