What changed in this filing

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Item 1. Financial Statements

2025-08-08 compared with 2025-05-08 · 191 added, 163 removed, 553 unchanged (39% of the section changed)

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Long-term prepaid insurance

Investments held in Trust Account

Marketable securities held in Trust Account

$ 238,635,251

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Commitments (Note 6)

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.23 and $ 10.12 per share as of March 31, 2025 and December 31, 2024, respectively.

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.34 and $ 10.12 per share as of June 30, 2025 and December 31, 2024, respectively.

Shareholders’ Equity

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1,000,000 shares authorized;

none issued or outstanding as of March 31, 2025 and December 31, 2024

none issued or outstanding as of June 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

840,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of March 31, 2025 and December 31, 2024

840,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

5,750,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024

5,750,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024

Additional paid-in capital

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JACKSON ACQUISITION COMPANY II

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Operational costs

CONDENSED STATEMENTS OF OPERATIONS

For the Three

General and administrative costs

Loss from Operations

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JACKSON ACQUISITION COMPANY II

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Class A Ordinary

Class B Ordinary

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Ordinary Shares

Shareholders’

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Balance – March 31, 2025 (unaudited)

Accretion for Class A ordinary shares to redemption amount

( 2,447,373 )

Balance – June 30, 2025 (unaudited)

The accompanying notes are an integral part of

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JACKSON ACQUISITION COMPANY II

CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2025

Cash Flows from Operating Activities:

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Cash - End of period

Non-Cash Investing and Financing Activities:

Accretion of Class A ordinary shares to redemption value

The accompanying notes are an integral part of

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NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS

JUNE 30, 2025

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Jackson Acquisition Company II (the “Company”)

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risks associated with early stage and emerging growth companies.

As of March 31, 2025, the Company had not commenced

As of June 30, 2025, the Company had not commenced

any operations.

All activity for the period from September 11, 2024 (inception) through March 31, 2025, relates to the Company’s

All activity for the period from September 11, 2024 (inception) through June 30, 2025, relates to the Company’s

formation, the initial public offering (“Initial Public Offering”), which is described below and subsequent to the Initial

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although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination.

must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least

80 % of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes

and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into a Business Combination.

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued

and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it

not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment

must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at

least 80 % of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital

purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into a Business

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more

of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient

for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

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the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

The Company will provide the Company’s public

shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either

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

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

The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust

Account (initially $ 10.10 per Public Share), calculated as of two business days prior to the completion of a Business Combination,

including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its

tax obligations, if any.

The Company will provide the Company’s

public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination

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

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

by the Company.

The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the

Trust Account (initially $ 10.10 per Public Share), calculated as of two business days prior to the completion of a Business Combination,

including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay

its tax obligations, if any.

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

The Class A ordinary shares were recorded at redemption value and classified as temporary equity upon the completion of the

Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing

The Class A ordinary shares were recorded at redemption value and classified as temporary equity upon the completion of

the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing

Liabilities from Equity.”

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with respect to the Founder Shares if the Company fails to complete a Business Combination.

The Company will have until 24 months from the closing of the Initial Public Offering (December 11, 2026) (the “Combination

Period”) to complete a Business Combination.

If the Company is unable to complete a Business Combination within the Combination

Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible

but no more than 10 business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash,

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

dissolution expenses and net of taxes payable, if any), divided by the number of then outstanding Public Shares, which redemption will

completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,

if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders

and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to

provide for claims of creditors and the requirements of other applicable law.

The Company will have until 24 months from

the closing of the Initial Public Offering (December 11, 2026) (the “Combination Period”) to complete a Business Combination.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations

except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter,

redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in

the Trust Account, including interest earned (less up to $ 100,000 of interest to pay dissolution expenses and net of taxes payable, if

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

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

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

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

of other applicable law.

The Sponsor has agreed to waive its liquidation

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to waive their rights to its Marketing Fee (see Note 6) held in the Trust Account in the event the Company does not complete a Business

Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that

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

In the event of such distribution, it is possible that the per share value

of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

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

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

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

value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

The Sponsor has agreed that it will be liable

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

of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters

of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,

the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility

that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers

(other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business,

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

of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the

underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933,

as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a

third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to

reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all

vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with

which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to

monies held in the Trust Account.

Risks and Uncertainties

The United States and global markets are

experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the

recent escalation of the Israel-Hamas conflict.

experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and

the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization

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for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

Additionally, recent changes in international

trade policies and macroeconomic conditions have created and are expected to create global economic consequences.

The specific impact

on the Company’s financial condition, results of operations, cash flows and completion of a Business Combination is not determinable

as of the date of these unaudited condensed consolidated financial statements.

Liquidity and Capital Resources

As of March 31, 2025, the Company had $ 755,968

in cash and working capital of $ 522,736 .

Further, 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 Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”

as of March 31, 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 June 30, 2025, the Company had $ 721,661

in cash and working capital surplus of $ 415,484 .

Further, 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 Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as

a 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.

NOTE 2 — SIGNIFICANT ACCOUNTING

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necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

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

10-K for the period ended December 31, 2024, as filed with the SEC on March 18, 2025.

The interim results for the three months ended March

31, 2025, are not necessarily indicative of the results to be expected for the period ending December 31, 2025 or for any future periods.

The accompanying unaudited condensed financial

statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2024, as

filed with the SEC on March 18, 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 period ending December 31, 2025 or for any future periods.

Segment Reporting

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Use of Estimates

The preparation of the financial statements in

conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses

during the reporting periods.

The preparation of the 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 condensed financial statements and the reported amounts of revenues

and expenses during the reporting periods.

Making estimates requires management to exercise

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The Company had $ 721,661 and $ 949,366 in cash

and no cash equivalents as of March 31, 2025 and December 31, 2024, respectively.

Investments Held in Trust Account

At March 31, 2025 and December 31, 2024, substantially

and no cash equivalents as of June 30, 2025 and December 31, 2024, respectively.

Marketable Securities Held in Trust Account

At June 30, 2025 and December 31, 2024, substantially

all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

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Gains and losses resulting from the change in fair

value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying

unaudited condensed statement of operations.

The estimated fair values of investments held in Trust Account are determined using available

market information.

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets

for identical assets.

As of March 31, 2025 and December 31, 2024, the Company reported $ 235,292,200 and $ 232,858,478 in investments held

in the Trust Account, respectively.

value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the

accompanying unaudited condensed statement of operations.

The estimated fair values of investments held in Trust Account are determined

using available market information.

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted)

in active markets for identical assets.

As of June 30, 2025 and December 31, 2024, the Company reported $ 237,739,573 and $ 232,858,478

in investments held in the Trust Account, respectively.

Offering Costs

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There were no unrecognized tax benefits

and no amounts accrued for interest and penalties as of March 31, 2025 and December 31, 2024.

and no amounts accrued for interest and penalties as of June 30, 2025 and December 31, 2024.

The Company is currently not aware of any

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subject to income tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman Islands

company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

The Company is considered an exempted Cayman

Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

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Fair Value of Financial Instruments

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying

amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

The fair value of the Company’s assets

and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates

the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

The Company accounts for the Public Share Rights

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equity treatment at its assigned value.

Class A Redeemable Share Classification

Class A Ordinary Shares Subject to Possible

The Public Shares contain a redemption feature

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will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of March

Accordingly, as of June

30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary

equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

As of March 31, 2025 and December

31, 2024, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following

As of June 30, 2025 and December

31, 2024, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the

following table:

Gross proceeds

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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

$ 237,739,573

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As a result, diluted net income per ordinary share

is the same as basic net income per ordinary share for the three months ended March 31, 2025.

is the same as basic net income per ordinary share for the three and six months ended June 30, 2025.

Accretion associated with the redeemable

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of the interim period to determine the dilutive impact of these shares.

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

share for each class of ordinary shares:

The following tables present a reconciliation

of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares:

Basic and diluted net income per ordinary share:

For the Three Months Ended March 31, 2025

For the Three Months Ended

June 30, 2025

For the Six Months Ended

June 30, 2025

Redeemable Class A

Non-redeemable Class A and Class B

Redeemable Class A

Non-redeemable Class A and Class B

Allocation of net income

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Recently Issued Accounting Standards

Management does not believe that any recently

In November 2024, the FASB issued Accounting Standards

Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic

Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific

expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years

beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any other recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed

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Promissory Note — Related Parties

On September 13, 2024, the Company

issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up

to an aggregate principal amount of $ 300,000 .

The Promissory Note is non-interest bearing and was payable on the earlier of

(i) March 31, 2025 or (ii) the consummation of the Initial Public Offering.

On May 7, 2025, the Promissory Note was amended such

that the Promissory Note is payable upon consummation of an initial Business Combination or upon liquidation of the Company.

As of March 31, 2025 and December 31, 2024, there was $ 198,024 outstanding under the Promissory Note.

On September 13, 2024, the Company issued

an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate

principal amount of $ 300,000 .

The Promissory Note is non-interest bearing and was payable on the earlier of (i) March 31, 2025

or (ii) the consummation of the Initial Public Offering.

On May 7, 2025, the Promissory Note was amended

such that the Promissory Note is payable upon consummation of an initial Business Combination or upon liquidation of the Company.

As of June 30, 2025 and December 31, 2024, there

was $ 198,024 outstanding under the Promissory Note.

Administrative Services Agreement

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to pay an aggregate of $ 10,000 per month for office space and administrative and support services.

For the three months ended March 31,

2025, the Company incurred $ 30,000 for these services.

At March 31, 2025 and December 31, 2024, the Company owed $ 37,000 and $ 7,000 , respectively,

for these services.

For the three and six months ended

June 30, 2025, the Company incurred $ 30,000 and $ 60,000 for these services, respectively.

At June 30, 2025 and December 31, 2024, the

Company owed $ 67,000 and $ 7,000 , respectively, for these services.

Related Party Loans

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The Units would be identical to the Private Placement Units.

As of March 31, 2025 and December 31, 2024, there are no Working

As of June 30, 2025 and December 31, 2024, there are no Working

Capital Loans outstanding.

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Public Offering, an aggregate of up to $ 9,200,000 after the underwriters exercised their over-allotment option in full on December 11,

As of March 31, 2025 and December 31, 2024, no Business Combination Marketing Fee has been incurred or recorded.

NOTE 7 — SHAREHOLDERS’ EQUITY

As of June 30, 2025 and December 31, 2024, no Business Combination Marketing Fee has been incurred or recorded.

NOTE 7 — SHAREHOLDERS’

Preference Shares — The

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

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

At March 31, 2025 and

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

Class A Ordinary Shares — The Company

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

Holders of Class A ordinary

shares are entitled to one vote for each share.

At March 31, 2025 and December 31, 2024, there were 840,000 Class A ordinary shares

issued and outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.

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

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

At June 30, 2025 and December

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

Class A Ordinary Shares — The

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

Holders of Class A

ordinary shares are entitled to one vote for each share.

At June 30, 2025 and December 31, 2024, there were 840,000 Class A ordinary

shares issued and outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The

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the Sponsor for $ 25,000 , or approximately $ 0.004 per share.

As of March 31, 2025 and December 31, 2024, there were 5,750,000 Class B ordinary

As of June 30, 2025 and December 31, 2024, there were 5,750,000 Class B ordinary

shares issued and outstanding.

Only holders of Class B ordinary shares will

have the right to vote on the election of directors prior to the Business Combination.

Holders of Class A ordinary shares and holders

of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders

except as otherwise required by law.

Only holders of Class B ordinary shares will have the right to

vote on the election of directors prior to the Business Combination.

Holders of Class A ordinary shares and holders of Class B

ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except

as otherwise required by law.

The Class B ordinary shares will automatically

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Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value as of March 31, 2025 and December

The following table presents information about the Company’s assets that are measured at fair value as of June 30, 2025 and December

31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Investments held in Trust Account

Marketable Securities held in Trust Account

$ 237,739,573

$ 232,858,478

At March 31, 2025 and December 31, 2024, substantially

At June 30, 2025 and December 31, 2024, substantially

all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

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ASC Topic 280, “Segment Reporting,”

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

areas, and major customers.

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

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

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

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

geographic areas, and major customers.

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

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

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

and assess performance.

The Company’s CODM has been identified as

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Accordingly, management has determined that there is only one reportable

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

the condensed statement of operations as net income.

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

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

key metrics included in net income and total assets, which include the following:

Investments held in Trust Account

The CODM assesses performance for the single segment

and decides how to allocate resources based on net income that also is reported on the condensed statements of operations as net income.

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

When evaluating the Company’s performance

and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income and total assets,

which include the following:

Marketable securities held in Trust Account

$ 237,739,573

$ 232,858,478

Operational costs

For the Three Months Ended

For the Six Months Ended

General and administrative expenses

Interest earned on marketable securities held in Trust Account

The CODM reviews interest earned on marketable securities 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.

Operational costs are reviewed and monitored by

the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within

the Combination Period.

The CODM also reviews operational costs to manage, maintain and enforce all contractual agreements to ensure costs

are aligned with all agreements and budget.

Operational costs, as reported on the condensed statement of operations, are the significant

segment expenses provided to the CODM on a regular basis.

The CODM reviews interest earned on marketable

securities held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with

the Trust Account funds while maintaining compliance with the Trust Agreement.

General and administrative expenses are reviewed

and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar

transaction within the Combination Period.

The CODM also reviews general and administrative expenses to manage, maintain and enforce all

contractual agreements to ensure costs are aligned with all agreements and budget.

general and administrative expenses, as reported on

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

All other segment items included in net income

are reported on the condensed statement of operations and described within their respective disclosures.

are reported on the condensed statements of operations and described within their respective disclosures.

NOTE 10 — SUBSEQUENT EVENTS

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

statements other than discussed below.

On May 7, 2025, the Promissory Note was amended

such that the Promissory Note is payable upon consummation of an initial Business Combination or upon liquidation of the Company.

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