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Item 9A. Controls and Procedures

2026-03-20 compared with 2025-03-18 · 847 added, 709 removed, 966 unchanged (62% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed

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

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

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

to allow timely decisions regarding required disclosure.

Disclosure controls and procedures

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

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

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

as appropriate to allow timely decisions regarding required disclosure.

We do not expect that our

disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter

how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls

and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints,

and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures,

no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies

and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the

likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential

future conditions.

As required by Rules 13a-15

and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness

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

Based on this evaluation, our Chief Executive

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

and 15d-15 under the Exchange Act, our Chief Executive Officer carried out an evaluation of the effectiveness of the design and operation

of our disclosure controls and procedures as of December 31, 2025.

Based on this evaluation, our Chief Executive Officer has concluded

that our disclosure controls and procedures were effective.

Management’s Report on Internal Controls

Over Financial Reporting

This Annual Report on Form 10-K does not include

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

registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

As required by SEC rules and

regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate

internal control over financial reporting.

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

the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in

accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets

of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance

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

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could

have a material effect on the consolidated financial statements.

Because of its inherent limitations,

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

Also, projections

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

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

Management assessed the effectiveness of

our internal control over financial reporting at December 31, 2025.

In making these assessments, management used the criteria set forth

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

Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting

as of December 31, 2025.

This Annual Report on Form

10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth

company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control

over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal

quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in

our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the

most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial

Other Information.

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Corporate Governance

Officers, Directors and Director Nominees

Officers and Directors

Our officers and directors

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Directors and Officers

Chief Executive Officer, Director

Chief Executive Officer,

David Lawrence

Chief Financial Officer

Director nominee

Nicholas Ayers

Director nominee

has served as our Chairman and Chief Executive Officer since September 2024.

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Launched in 2000,

the company has consistently expanded through acquisitions and organic growth to more than $2.5 billion in 2023 revenue and growing at

a CAGR of approximately 21% over the prior 20 years.

the company has consistently expanded through acquisitions and organic growth to more than $3 billion in 2025 revenue and growing at a

CAGR of approximately 21% over the prior 20 years.

Today, the Jackson Healthcare portfolio includes twenty healthcare staffing, executive

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Council since May 2023.

Over the course of his career, he has served as a financial advisor on over 125 health care transactions

representing an aggregate transaction value in excess of $100 billion.

McCarthy currently serves on the board of directors of Patterson Companies, a distributor of products,

technologies, services and solutions for the animal and oral health industries, and Premier Inc., a healthcare improvement company.

the course of his career, he has served as a financial advisor on over 125 health care transactions representing an aggregate transaction

value in excess of $100 billion.

From 2012 to August 2022, Mr.

McCarthy served in

various roles in the Healthcare Investment Banking Group at Bank of America, most recently as Vice Chairman.

In this role, he was responsible

for many of the bank’s most important healthcare clients.

McCarthy served in various roles in the Healthcare Investment

Banking Group at Bank of America, most recently as Vice Chairman.

In this role, he was responsible for many of the bank’s most important

healthcare clients.

Prior to Bank of America, Mr.

McCarthy served as the Head of the

Healthcare Investment Banking Group at Oppenheimer & Co.

McCarthy served as the Head of the Healthcare Investment Banking Group at Oppenheimer &

Inc., from 2009 to 2012.

McCarthy was Co-Head of Healthcare

Investment Banking at J.P.

Morgan from 2006 to 2008 and Managing Director and Co-Head of Healthcare at Lehman Brothers from 1999

to 2006, where he was a member of the Lehman Brothers Senior Client Council.

McCarthy is also a member and the former Chairman

of the Advisory Council of Brown University’s School of Public Health and on the Advisory Board of Intus Care, a healthcare analytics

platform company.

McCarthy was Co-Head of Healthcare Investment Banking at J.P.

Morgan from 2006 to 2008 and

Managing Director and Co-Head of Healthcare at Lehman Brothers from 1999 to 2006, where he was a member of the Lehman Brothers Senior

Client Council.

McCarthy is also a member of the Board of Governors of Brown University’s School of Public Health and on

the Advisory Board of Intus Care, a healthcare analytics platform company.

McCarthy completed his B.A.

at Brown University in 1981 and his M.B.A.

at Brown University in

1981 and his M.B.A.

at the Wharton School of Business in 1986.

We believe that Mr.

McCarthy’s extensive investment banking experience and his service in advisory roles for public companies

qualify him to serve as a member of our board of directors.

McCarthy’s extensive investment banking

experience and his service in advisory roles for public companies qualify him to serve as a member of our board of directors.

Nicholas Ayers

has served as an independent director since December 2024.

Ayers founded C6 Creative Consulting in 2019 and currently serves as a

partner and director.

Ayers served in the White House as Assistant to the President and Chief of Staff to the Vice President

from 2017 to 2019.

While at the White House, Mr.

Ayers helped shape some of the administration’s important and high-profile

Recently, Mr.

Ayers partnered with Insight Venture Partners to acquire Veeam Software Group GmbH, where he now serves

as a member of Veeam’s board of directors.

Ayers serves on the board of directors of PSQ Holdings, Inc.

Ayers served on the vestry at the Church of the Apostles in Atlanta, Georgia from 2019 to 2023.

Ayers is Vice Chairman and an early investor in America First Refining,

a large-scale U.S.

energy infrastructure project constructing the first new oil refinery built in the United States in approximately 50

Ayers also serves on the board of directors of Veeam Software, a global leader in data protection and ransomware recovery solutions,

following its acquisition in partnership with Insight Venture Partners.

He also serves on the board of directors of PSQ Holdings, Inc.

Previously, Mr.

Ayers served in the White House as Assistant to the President and Chief of Staff to the Vice President of

the United States from 2017 to 2019, where he was a senior advisor on economic policy, regulatory reform, and major domestic policy initiatives.

Ayers received a B.S.

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We believe that Mr.

Ayers’ experience as an entrepreneur, board member,

and in government qualify him to serve as a member of our board of directors.

Ayers’ experience in

government, capital markets, and corporate governance qualifies him to serve as a member of our board of directors.

has served as an independent director since December 2024.

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in executive management and marketing roles.

His past experience includes working on the performance assessment committee of NCQA in the

development of HEDIS, disease management advisory councils with pharmaceutical firms, and advisory groups at JCAHO.

He started his

healthcare career in the U.S.

Army as a medic, and worked his way through college as an orderly, caregiver, and nurse assistant working

in hospitals, skilled nursing facilities, and homes.

His past experience includes working on the performance assessment committee of NCQA in

the development of HEDIS, disease management advisory councils with pharmaceutical firms, and advisory groups at JCAHO.

his healthcare career in the U.S.

Army as a medic, and worked his way through college as an orderly, caregiver, and nurse assistant

working in hospitals, skilled nursing facilities, and homes.

Rodgers holds a B.A.

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as well as Audit Committee Chairman, until its acquisition by Madison Dearborn Partners in August 2020.

He was also a member of the

board of directors and Audit Committee Chairman of Life Line Screening Holdings, LLC from 2007 until its sale to Kinderhook Industries

He was also a member of

the board of directors and Audit Committee Chairman of Life Line Screening Holdings, LLC from 2007 until its sale to Kinderhook Industries

in 2021, and PetVet Care Centers, Inc.

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We believe that Mr.

Gabos’ extensive management and consulting experience, as well as his previous

service on the boards of directors of public companies, qualify him to serve as a member of our board of directors.

Gabos’ extensive management and consulting experience, as well as his

previous service on the boards of directors of public companies, qualify him to serve as a member of our board of directors.

Number, Terms of Office and Appointment of

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of five members.

Prior to our initial business combination, holders of our Founder Shares will have the right to vote to appoint all of

our directors and remove members of the board of directors for any reason, and holders of our public shares will not have the right to

vote on the appointment of directors during such time.

Prior to our initial business combination, holders of our Founder Shares will have the right to vote to appoint all

of our directors and remove members of the board of directors for any reason, and holders of our public shares will not have the right

to vote on the appointment of directors during such time.

These provisions of our amended and restated memorandum and articles of association

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by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association

of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association

as it deems appropriate.

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serves as chairman of the audit committee.

Each member of the audit committee

is financially literate and our board of directors has determined that Paul Gabos qualifies as an “audit committee financial expert”

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

We have adopted an audit committee

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

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

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

and (4) the performance of our internal audit function and independent registered public accounting firm;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Discussion and Analysis of Financial Condition and Results of Operations;”

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

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

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

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

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

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

Each member of the audit

committee is financially literate and our board of directors has determined that Paul Gabos qualifies as an “audit committee financial

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

We have adopted an audit

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

assisting board oversight

of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our

independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal

audit function and independent registered public accounting firm;

the appointment, compensation,

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

accounting firm engaged by us;

pre-approving all audit

and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting

firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing

with the independent registered public accounting firm all relationships the independent registered public accounting firm has with

us in order to evaluate their continued independence;

setting clear hiring policies

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

setting clear policies

for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing

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

public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal

quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities,

within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal

with such issues;

meeting to review and discuss

our annual audited financial statements and quarterly financial statements with management and the independent registered public

accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial

Condition and Results of Operations;”

reviewing and approving

any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior

to us entering into such transaction;

reviewing with management,

the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters,

including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material

issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated

by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

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committee of the board of directors.

The members of our compensation committee are Stephan Rodgers, Brian McCarthy and Nicholas Ayers.

The members of our compensation committee are Stephan Rodgers, Brian McCarthy and J.

Nicholas Ayers.

Stephan Rodgers serves as chairman of the compensation committee.

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the purpose and responsibility of the compensation committee, including:

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

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

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

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

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

● reviewing our executive compensation policies and plans;

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

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

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

for our officers and employees;

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

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

The charter also provides that

the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel

or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee

will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

reviewing and approving

on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our

Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our Chief Executive Officer based on such evaluation;

reviewing and making recommendations

to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject

to board approval of all of our other officers;

reviewing our executive

compensation policies and plans;

implementing and administering

our incentive compensation equity-based remuneration plans;

assisting management in

complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites,

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

producing a report on executive

compensation to be included in our annual proxy statement;

reviewing, evaluating and

recommending changes, if appropriate, to the remuneration for directors.

The charter also provides

that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal

counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation

committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

Nominating and Corporate Governance Committee

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corporate governance committee, including:

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

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

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

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

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

directors and management in the governance of company;

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

The charter also provides that

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

firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other

retention terms.

identifying, screening

and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of directors, and recommending

to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board

of directors;

developing and recommending

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

coordinating and overseeing

the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of company;

reviewing on a regular

basis our overall corporate governance and recommending improvements as and when necessary.

The charter also provides

that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any

search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and

other retention terms.

We have not formally established

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In general, in identifying

and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge

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

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

to our board of directors.

and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience,

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

of our shareholders.

Prior to our initial business combination, holders of our public shares will not have the right to recommend director

candidates for nomination to our board of directors.

Code of Ethics

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Trading Policies

On February 20, 2025, we adopted

insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers

and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable stock

exchange listing standards (the “Insider Trading Policy”).

On February 20, 2025, we

adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors,

officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable

stock exchange listing standards (the “Insider Trading Policy”).

The foregoing description

of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider

Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

Trading Policy, a copy of which is incorporated herein by reference as Exhibit 19.

Clawback Policy

Our clawback policy that

applies to our executive officers (the “Policy”) became effective on December 9, 2024 in order to comply with the NYSE rules.

The Policy gives the Compensation Committee the discretion to require executive officers to reimburse us for any Erroneously Awarded Compensation

(as defined in the Policy) that was based on financial results that were subsequently restated as a result of that person’s misconduct.

applies to our executive officers (the “Policy”) became effective on December 9, 2024.

The Policy complies with Exchange

Act Rule 10D-1 and NYSE requirements and provides for recovery of erroneously awarded incentive-based compensation from current and former

executive officers following an accounting restatement, without regard to whether any misconduct occurred.

Conflicts of Interest

Under Cayman Islands law, directors

and officers owe the following fiduciary duties:

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

company as a whole;

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

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

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

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

and their personal interests;

● duty to exercise independent judgment.

In addition to the above, directors

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

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

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

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

Under Cayman Islands law,

directors and officers owe the following fiduciary duties:

duty to act in good faith

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

duty to exercise powers

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

duty to not improperly

fetter the exercise of future discretion;

exercise powers fairly as between different sections of shareholders;

to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;

exercise independent judgment.

In addition to the above,

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

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

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

same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience which that

director has.

As set out above, directors

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Our management team, in their

capacities as directors, officers or employees of our Sponsor or their respective affiliates or in their other endeavors, may choose to

present potential business combinations to the related entities described above, current or future entities affiliated with or managed

capacities as directors, officers or employees of our Sponsor or their respective affiliates or in their other endeavors, may choose

to present potential business combinations to the related entities described above, current or future entities affiliated with or managed

by our Sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands

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Further, our directors and officers presently have, and any of them in the future may have, additional, fiduciary

or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination

opportunity to such entity.

Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that

is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these

fiduciary or contractual obligations to present such business combination opportunity to such entity, or in the case of a non-compete

or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business

combination opportunity to such entity.

Accordingly, if any of our directors or officers becomes aware of a business combination opportunity

that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor

these fiduciary or contractual obligations to present such business combination opportunity to such entity, or in the case of a non-compete

restriction, may not present such opportunity to us at all, subject to his or her fiduciary duties under Cayman Islands law.

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directly or indirectly in the same or similar business activities or lines of business as us;

and (ii) we renounce any interest or

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

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

Our directors and officers are also not required to commit any specified

amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business

activities, including identifying potential business combinations and monitoring the related due diligence.

In the event our Sponsor or

members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with

an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an

appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may

not be reimbursed unless we consummate such business combination.

and (ii) we renounce any interest

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

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

Our directors and officers are also not required to commit

any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various

business activities, including identifying potential business combinations and monitoring the related due diligence.

In the event our Sponsor

or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection

with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business

is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses

may not be reimbursed unless we consummate such business combination.

We are not prohibited from

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public shareholders and would likely not receive any financial benefit unless we consummated such business combination.

Accordingly, if

any of the above directors or officers become aware of a business combination opportunity which is suitable for any of the above entities

if any of the above directors or officers become aware of a business combination opportunity which is suitable for any of the above entities

to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations

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also be aware of the following potential conflicts of interest:

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

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

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

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

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

a complete description of our management’s other affiliations, see “— Directors, Executive Officers and Corporate

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

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

Additionally,

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

initial business combination by December 11, 2026.

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

acquire public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if

we fail to consummate our initial business combination within the prescribed time frame.

If we do not complete our initial business combination

within such applicable time period, the proceeds of the sale of the Private Placement Units held in the Trust Account will be used to

fund the redemption of our public shares, and the Private Placement Units will expire worthless.

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

in allocating his or her time among various business activities.

course of their other business activities, our directors and officers may become aware of investment and business opportunities that

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

Our management may have conflicts

of interest in determining to which entity a particular business opportunity should be presented.

For a complete description of our

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

shareholders, directors and officers have agreed to waive their redemption rights with respect to any Founder Shares and public shares

held by them in connection with the consummation of our initial business combination.

Additionally, our initial shareholders have

agreed to waive their redemption rights with respect to their Founder Shares if we fail to consummate our initial business combination

by December 11, 2026.

However, if our initial shareholders (or any of our directors, officers or affiliates) acquire public shares,

they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to consummate

our initial business combination within the prescribed time frame.

If we do not complete our initial business combination within

such applicable time period, the proceeds of the sale of the Private Placement Units held in the Trust Account will be used to fund

the redemption of our public shares, and the Private Placement Units will expire worthless.

With certain limited exceptions, the

Founder Shares will not be transferable, assignable or salable by our initial shareholders until the earlier of:

(1) one year after

the completion of our initial business combination;

and (2) subsequent to our initial business combination (x) if the last reported

sale price of our Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends,

rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period

commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger,

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

their ordinary shares for cash, securities or other property.

With certain limited exceptions, the Private Placement Units and the ordinary

shares underlying such units, will not be transferable, assignable or salable by our Sponsor until 30 days after the completion of

our initial business combination.

Since our Sponsor and directors and officers may directly or indirectly own ordinary shares and units

and directly and/or indirectly own Founder Shares, our directors and officers may have a conflict of interest in determining whether a

particular target business is an appropriate business with which to effectuate our initial business combination.

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

connection with a particular business combination.

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

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

business combination.

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

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

agreement with respect to our initial business combination.

● Our Sponsor and members of our management team directly and/or indirectly own our securities, and accordingly,

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

our initial business combination.

Our Sponsor has invested in us an aggregate of $4,975,000, comprised of the $25,000 purchase price for

the Founder Shares (or approximately $0.004 per share) and the $4,950,000 purchase price for the Private Placement Units.

our management team, which owns interests in our Sponsor, may be more willing to pursue a business combination with a riskier or less-established

target business than would be the case if our Sponsor had paid the same per share price for the Founder Shares as our public shareholders

paid for their public shares.

● Certain members of our management team will receive compensation upon consummation of our initial business

combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate

business with which to effectuate our initial business combination as such compensation will not be received unless we consummate such

after the completion of our initial business combination;

and (2) subsequent to our initial business combination (x) if

the last reported sale price of our Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,

share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day

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

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

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

With certain limited exceptions, the Private Placement

Units and the ordinary shares underlying such units, will not be transferable, assignable or salable by our Sponsor until 30 days

after the completion of our initial business combination.

Since our Sponsor and directors and officers may directly or indirectly

own ordinary shares and units and directly and/or indirectly own Founder Shares, our directors and officers may have a conflict of

interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business

Our directors

and officers may negotiate employment or consulting agreements with a target business in connection with a particular business combination.

These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause

them to have conflicts of interest in determining whether to proceed with a particular business combination.

Our directors

and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation

of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial

business combination.

● In the event our Sponsor or members of our management team provide loans to us to finance transaction

costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest

and members of our management team directly and/or indirectly own our securities, and accordingly, they may have a conflict of interest

in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.

● Similarly, if we agree to pay our Sponsor or a member of our management team a finder’s fee, advisory

fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a

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

business combination as any such fee may not be paid unless we consummate such business combination.

Our Sponsor has invested in us an aggregate of $4,975,000, comprised of the $25,000 purchase price for the Founder Shares (or approximately

$0.004 per share) and the $4,950,000 purchase price for the Private Placement Units.

Accordingly, our management team, which owns

interests in our Sponsor, may be more willing to pursue a business combination with a riskier or less-established target business

than would be the case if our Sponsor had paid the same per share price for the Founder Shares as our public shareholders paid for

their public shares.

members of our management team will receive compensation upon consummation of our initial business combination, and accordingly,

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

effectuate our initial business combination as such compensation will not be received unless we consummate such business combination.

event our Sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our

behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a

particular target business is an appropriate business with which to effectuate our initial business combination as such loans may

not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.

if we agree to pay our Sponsor or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee

in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining

whether a particular target business is an appropriate business with which to effectuate our initial business combination as any

such fee may not be paid unless we consummate such business combination.

The conflicts described above

may not be resolved in our favor.

Accordingly, as a result of

multiple business affiliations, our directors and officers have similar legal obligations relating to presenting business opportunities

Accordingly, as a result

of multiple business affiliations, our directors and officers have similar legal obligations relating to presenting business opportunities

meeting the above-listed criteria to multiple entities.

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Patient Square Capital

Patterson Companies

Private Equity

Healthcare Products

Healthcare Technology

Senior Advisor

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Educational Institution

Advisory Council

Board of Governors

Nicholas Ayers (4)

America First Refining

Veeam Software Group GmbH

Infrastructure

Vice Chairman Director

PSQ Holdings, Inc.

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Stephan Rodgers (5)

Tower Brook Capital Partners

TowerBrook Capital Partners

Investment Firm

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Airo Brands, Inc.

Agricultural Company

Each of the entities listed in this table has priority and preference relative to our company with respect to the performance by each individual listed in this table of his obligations and the presentation by each such individual of business opportunities.

Richard Jackson has a fiduciary duty with respect to each of the listed entities.

Brian McCarthy has a fiduciary duty with respect to each of the listed entities.

Nicholas Ayers has a fiduciary duty with respect to each of the listed entities.

Stephan Rodgers has a fiduciary duty with respect to each of the listed entities.

Paul Gabos has a fiduciary duty with respect to each of the listed entities.

Consumer Packaged Goods

Each of the entities listed

in this table has priority and preference relative to our company with respect to the performance by each individual listed in this

table of his obligations and the presentation by each such individual of business opportunities.

Richard Jackson has a fiduciary

duty with respect to each of the listed entities.

Brian McCarthy has a fiduciary

duty with respect to each of the listed entities.

Nicholas Ayers has a

fiduciary duty with respect to each of the listed entities.

Stephan Rodgers has a fiduciary

duty with respect to each of the listed entities.

Paul Gabos has a fiduciary

duty with respect to each of the listed entities.

We are not prohibited from

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through a joint venture or other form of shared ownership with either of our Sponsor, directors or officers.

In the event we seek to complete

our initial business combination with such a company, we, or a committee of independent and disinterested directors, would obtain an opinion

from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that such an initial business

combination is fair to our company from a financial point of view.

In addition, pursuant to the NYSE listing rules, our initial business

combination must be approved by a majority of our independent directors.

In addition, our Sponsor or

any of its affiliates may make additional investments in the company in connection with the initial business combination, although our

Sponsor and its affiliates have no obligation or current intention to do so.

If our Sponsor or any of its affiliates elects to make additional

investments, such proposed investments could influence our Sponsor’s motivation to complete an initial business combination.

In the event we seek to

complete our initial business combination with such a company, we, or a committee of independent and disinterested directors, would obtain

an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that such an

initial business combination is fair to our company from a financial point of view.

In addition, pursuant to the NYSE listing rules,

our initial business combination must be approved by a majority of our independent directors.

In addition, our Sponsor

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

our Sponsor and its affiliates have no obligation or current intention to do so.

If our Sponsor or any of its affiliates elects to make

additional investments, such proposed investments could influence our Sponsor’s motivation to complete an initial business combination.

In the event that we submit

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

their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any Founder Shares

and public shares held by them in favor of our initial business combination (except that any public shares such parties may purchase in

compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination

our initial business combination to our public shareholders for a vote, our initial shareholders, directors and officers have agreed

(and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any Founder Shares

and public shares held by them in favor of our initial business combination (except that any public shares such parties may purchase

in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination

transaction).

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limit the extent to which a company’s memorandum and articles of association may provide for indemnification of directors and officers,

except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification

against willful default, fraud or the consequences of committing a crime.

Our amended and restated memorandum and articles of association

provide for indemnification of our directors and officers to the maximum extent permitted by law, including for any liability incurred

in their capacities as such, except through their own actual fraud, willful default or willful neglect.

except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide

indemnification against willful default, fraud or the consequences of committing a crime.

Our amended and restated memorandum and articles

of association provide for indemnification of our directors and officers to the maximum extent permitted by law, including for any liability

incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

We have entered into agreements

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the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.

as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us

pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy

as expressed in the Securities Act and is therefore unenforceable.

Insofar as indemnification

for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing

provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities

Act and is therefore unenforceable.

Executive Compensation.

David Lawrence and Stephen

David Lawrence and Stephan

Rodgers each received 25,000 Founder Shares and J.

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$0.004 per share.

Our Sponsor has invested in us an aggregate of $4,975,000, comprised of the $25,000 purchase price for the Founder Shares

(or approximately $0.004 per share) and the $4,950,000 purchase price for the Private Placement Units.

Commencing on the date that our

securities were first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation,

Our Sponsor has invested in us an aggregate of $4,975,000, comprised of the $25,000 purchase price for the Founder

Shares (or approximately $0.004 per share) and the $4,950,000 purchase price for the Private Placement Units.

Commencing on the date

that our securities were first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation,

we agreed to pay an affiliate of our Sponsor a total of $10,000 per month for office space, administrative and support services.

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

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

Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, directors, officers or our or any

of their respective affiliates.

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 payable on the earlier of (i) March 31,

2025 or (ii) the consummation of the Initial Public Offering.

As of December 31, 2024, there was $198,024 outstanding under the Promissory

Note, which is due on demand.

In order to finance transaction costs in connection with an intended initial business combination, our Sponsor

or one of its affiliates has committed to loan us funds as may be required to a maximum of $1,500,000 to fund our additional working capital

requirements and transaction costs.

If we complete our initial business combination, we would repay such loaned amounts out of the proceeds

of the Trust Account released to us.

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

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

combinations.

Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, directors, officers

or our or any of their respective affiliates.

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 payable on the earlier of (i) March 31, 2025 or (ii) the consummation of the Initial Public

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 December 31, 2025, there was $198,024 outstanding under the Promissory Note.

order to finance transaction costs in connection with an intended initial business combination, our Sponsor or one of its affiliates has

committed to loan us funds as may be required to a maximum of $1,500,000 to fund our additional working capital requirements and transaction

If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released

Otherwise, such loans would be repaid only out of funds held outside the Trust Account.

Up to $1,500,000

of such loans may be convertible into units at the time of the business combination at a price of $10.00 per unit at the option of the

After the completion of our initial business combination, directors or members of our management team who remain with us may be

paid consulting, management or other compensation from the combined company.

All compensation will be fully disclosed to shareholders,

to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with

a proposed business combination.

It is unlikely the amount of such compensation will be known at the time, because the directors of the

post-combination business will be responsible for determining executive officer and director compensation.

Any compensation to be paid

to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely

by independent directors.

Up to $1,500,000 of such loans may be convertible

into units at the time of the business combination at a price of $10.00 per unit at the option of the lender.

After the completion of

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

other compensation from the combined company.

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

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

It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will

be responsible for determining executive officer and director compensation.

Any compensation to be paid to our officers after the completion

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

We are not party to any agreements

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Security Ownership of Certain Beneficial

Owners and Management and Related Shareholder Matters.

Owners and Management and Related Stockholder Matters.

The following table sets

forth information regarding the beneficial ownership of our ordinary shares as of the date hereof by:

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

each of our officers and directors;

all of our officers and directors as a group.

each person known by us

to be the beneficial owner of more than 5% of our outstanding ordinary shares;

each of our officers and

all of our officers and

directors as a group.

Unless otherwise indicated,

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owned by them.

The beneficial ownership

of our ordinary shares is based on an aggregate of 29,590,000 ordinary shares issued and outstanding as of the date hereof and the record

of beneficial ownership as indicated in the statements filed with the SEC pursuant section 13(d) or 13(g) as of the date hereof.

The beneficial ownership of

our ordinary shares is based on an aggregate of 29,590,000 ordinary shares issued and outstanding as of the date hereof and the record

of beneficial ownership as indicated in the statements filed with the SEC pursuant to Section 13(d) or 13(g) as of the date hereof.

Name and Address of Beneficial Owner (1)

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Percentage of

Outstanding Class A

Richard Jackson (3)(4)

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RJ Healthcare SPAC II, LLC (3)(4)

The Goldman Sachs Group, Inc.

Barclays PLC (6)

HGC Investment Management Inc (7)

Meteora Capital, LLC (8)

Hudson Bay Capital Management LP (9)

AQR Capital Management, LLC (10)

Polar Asset Management Partners Inc.

Glazer Capital, LLC (11)

Less than one percent.

Unless otherwise noted, the business address of each of the following entities or individuals is 2655 Northwinds Parkway Alpharetta, GA 30009.

Interests shown include Founder Shares, classified as Class B Ordinary Shares.

Such ordinary shares will convert into Class A Ordinary Shares on a one-for-one basis, subject to adjustment, as described in the exhibit entitled “Description of Securities.”

Jackson, our Chief Executive Officer, may be deemed to beneficially own shares held by our Sponsor by virtue of his control over our Sponsor, as its managing member.

Jackson disclaims beneficial ownership of our ordinary shares held by our Sponsor other than to the extent of his pecuniary interest in such shares.

Includes the ordinary shares underlying the 495,000 Private Placement Units that our Sponsor purchased in a private placement transaction.

According to a Schedule 13G filed on February 14, 2025 by HGC Investment Management Inc, whose principal business address is 1027 Yonge St, Suite 301, Toronto, ON, M4W 2K9.

According to a Schedule 13G filed on February 14, 2025 jointly by AQR Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC, whose principal business address is One Greenwich Plaza, Greenwich, CT 06830.

According to a Schedule 13G filed on February 14, 2025 by Polar Asset Management Partners Inc., whose principal business address is 16 York Street, Suite 2900, Toronto, Ontario, M5J 0E6.

Unless otherwise noted,

the business address of each of the following entities or individuals is 2655 Northwinds Parkway Alpharetta, GA 30009.

Interests shown include

Founder Shares, classified as Class B Ordinary Shares.

Such ordinary shares will convert into Class A Ordinary Shares on a one-for-one

basis, subject to adjustment, as described in the exhibit entitled “Description of Securities.”

Chief Executive Officer, may be deemed to beneficially own shares held by our Sponsor by virtue of his control over our Sponsor,

as its managing member.

Jackson disclaims beneficial ownership of our ordinary shares held by our Sponsor other than to the extent

of his pecuniary interest in such shares.

Includes the ordinary shares

underlying the 495,000 Private Placement Units that our Sponsor purchased in a private placement transaction.

According to a Schedule

13G/A filed on November 14, 2025 by The Goldman Sachs Group, Inc.

and Goldman Sachs & Co.

LLC, whose principal business address

is 200 West Street New York, NY 10282.

According to a Schedule

13G/A filed on November 12, 2025 by Barclays PLC, whose principal business address is 1 Churchill Place, London - E14 5HP.

According to a Schedule 13G filed on February 17, 2026 by HGC Investment

Management Inc, whose principal business address is 1027 Yonge St, Suite 301, Toronto, ON, M4W 2K9.

According to a Schedule

13G filed on November 14, 2025 by Meteora Capital, LLC, whose principal business address is 1200 N Federal Hwy, #200, Boca Raton

According to a Schedule

13G filed on August 8, 2025 by Hudson Bay Capital Management LP and Sander Gerber, whose principal business address is 290 Harbor

Dr., Stamford, CT 06902.

According to a Schedule

13G/A filed on May 14, 2025 jointly by AQR Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC,

whose principal business address is One Greenwich Plaza, Suite 130, Greenwich, CT 06830.

According to a Schedule

13G filed on August 14, 2025 by Glazer Capital, LLC and Paul J.

Glazer, whose principal business address is 250 West 55th Street,

Suite 30A, New York, New York 10019.

Certain Relationships and Related

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On September 13, 2024,

2024 , the Sponsor acquired 5,750,000 Founder Shares for an aggregate

purchase price of $25,000, or approximately $0.004 per share.

Subsequently, on

November 18, 2024, our Sponsor transferred an aggregate of 200,000 Founder Shares to our officers and directors at their original purchase

the Sponsor acquired 5,750,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.004 per share.

Subsequently,

on November 18, 2024, our Sponsor transferred an aggregate of 200,000 Founder Shares to our officers and directors at their original

purchase price.

Private Placement Units

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Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2025 or (ii) the consummation of the Initial Public

As of December 31, 2024, there was $198,024 outstanding under the Promissory Note, which is due on demand.

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 December 31, 2025, there was $198,024 outstanding under the Promissory Note.

Working Capital Loans

In order to finance the

Company’s transaction costs in connection with an initial business combination, the Sponsor, our officers and directors, or their

affiliates or designees may, but are not obligated to, loan us funds as may be required.

If we complete an initial business combination,

we would repay such loaned amounts.

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

capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of the Working Capital Loans may be convertible into Working Capital Units at the option of the lender, upon consummation

In order to finance the Company’s

transaction costs in connection with an initial business combination, the Sponsor, our officers and directors, or their affiliates or

designees may, but are not obligated to, loan us funds as may be required.

If we complete an initial business combination, we would repay

such loaned amounts.

In the event that the initial business combination does not close, we may use a portion of the working capital held

outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

$1,500,000 of the Working Capital Loans may be convertible into Working Capital Units at the option of the lender, upon consummation

of our initial business combination, in addition to the convertible notes in connection with the potential extensions.

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Units would be identical to the Private Placement Units.

As of December 31, 2024, the

Company had no borrowings under the Working Capital Loans.

As of December 31, 2025,

the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

The Company is obligated, commencing

from December 9, 2024, to pay the Sponsor, a monthly fee of $10,000 for office space and administrative and support services pursuant

to a certain administrative services agreement by and between the Company and the Sponsor dated December 9, 2024 (the “Administrative

The Company is obligated,

commencing from December 9, 2024, to pay the Sponsor, a monthly fee of $10,000 for office space and administrative and support services

pursuant to a certain administrative services agreement by and between the Company and the Sponsor dated December 9, 2024 (the “Administrative

Services Agreement”).

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or the liquidation of the Trust Account to public shareholders.

For the period from September 11, 2024 (inception) through December 31,

2024, the Company incurred and owes $7,000 for these services.

For the year ended December 31, 2025, the Company incurred and owes $127,000

for these services.

Policy for Approval of Related Party Transactions

We have not yet adopted

a formal policy for the review, approval or ratification of related party transactions.

Accordingly, the transactions discussed above

were not reviewed, approved or ratified in accordance with any such policy.

We have not yet adopted a

formal policy for the review, approval or ratification of related party transactions.

Accordingly, the transactions discussed above were

not reviewed, approved or ratified in accordance with any such policy.

We have adopted a Code of

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In addition, our audit committee,

pursuant to a written charter will be responsible for reviewing and approving related party transactions to the extent that we enter into

such transactions.

An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present

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

A majority of the members of the entire audit committee will constitute

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

related party transaction.

pursuant to a written charter will be responsible for reviewing and approving related party transactions to the extent that we enter

into such transactions.

An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum

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

A majority of the members of the entire audit committee

will constitute a quorum.

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

to approve a related party transaction.

We have adopted the audit committee charter.

We also require each of our directors and executive officers to

complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

We also require each of our directors and executive

officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended

to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the

part of a director, employee or officer.

to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on

the part of a director, employee or officer.

To further minimize conflicts

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Trust Account prior to the completion of our initial business combination:

● repayment of an aggregate of up to $300,000 in loans made to us by our Sponsor, to cover offering-related

and organizational expenses;

● payment pursuant to the terms of an Administrative Services Agreement to an affiliate of our Sponsor for

office space, administrative and support services;

in the event the consummation of our initial business combination takes the maximum

24 months, such entity will be paid a total of $240,000 ($10,000 per month) for office space, administrative and support services and

will be entitled to be reimbursed for any out-of-pocket expenses;

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

business combination;

● payment to Roth of its underwriting discount, Marketing Fee, fees for any financial advisory, placement

agency or other similar investment banking services Roth may provide to our company in the future and reimbursement of Roth for any out-of-pocket

expenses incurred by it in connection with the performance of such services;

● repayment of loans which may be made by our Sponsor, any of their respective affiliates or certain of

our directors and officers to finance transaction costs in connection with an intended initial business combination, the terms of which

have not been determined nor have any written agreements been executed with respect thereto.

Up to $1,500,000 of such loans for each lender

may be convertible into units at a price of $10.00 per unit at the option of the lender.

The above payments may be funded

using the net proceeds of our IPO and the sale of the Private Placement Units not held in the Trust Account or, upon completion of the

initial business combination, from any amounts remaining from the proceeds of the Trust Account released to us in connection therewith.

repayment of an aggregate

of up to $300,000 in loans made to us by our Sponsor, to cover offering-related and organizational expenses;

payment pursuant to the

terms of an Administrative Services Agreement to an affiliate of our Sponsor for office space, administrative and support services;

in the event the consummation of our initial business combination takes the maximum 24 months, such entity will be paid a total of

$240,000 ($10,000 per month) for office space, administrative and support services and will be entitled to be reimbursed for any

out-of-pocket expenses;

reimbursement for any out-of-pocket

expenses related to identifying, investigating and completing an initial business combination;

payment to Roth of its

underwriting discount, Marketing Fee, fees for any financial advisory, placement agency or other similar investment banking services

Roth may provide to our company in the future and reimbursement of Roth for any out-of-pocket expenses incurred by it in connection

with the performance of such services;

repayment of loans which

may be made by our Sponsor, any of their respective affiliates or certain of our directors and officers to finance transaction costs

in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements

been executed with respect thereto.

Up to $1,500,000 of such loans for each lender may be convertible into units at a price of $10.00

per unit at the option of the lender.

The above payments may be

funded using the net proceeds of our IPO and the sale of the Private Placement Units not held in the Trust Account or, upon completion

of the initial business combination, from any amounts remaining from the proceeds of the Trust Account released to us in connection therewith.

Director Independence

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Principal Accounting Fees and Services.

During the period from September

11, 2024 (inception) through December 31, 2024, the firm WithumSmith+Brown, PC (“WithumSmith+Brown”), has acted as our principal

independent registered public accounting firm.

The following is a summary of fees paid or to be paid to WithumSmith+Brown for services

consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided

by WithumSmith+Brown in connection with regulatory filings.

The aggregate fees of WithumSmith+Brown for professional services rendered

for the audit of our annual financial statements, review of the financial information included in our Form 10-Q for the respective periods

and other required filings with the SEC for the period from September 11, 2024 (inception) through December 31, 2024 totaled approximately

The aggregate fees of WithumSmith+Brown related to audit services in connection with our IPO totaled approximately $62,400.

above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

The firm of WithumSmith+Brown,

PC, or Withum, acts as our independent registered public accounting firm.

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

fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally

provided by WithumSmith+Brown in connection with regulatory filings.

The aggregate fees of WithumSmith+Brown for professional services

rendered for the audit of our annual financial statements, review of the financial information included in our Form 10-Q for the respective

periods and other required filings with the SEC for the year ended December 31, 2025 and for the period from September 11, 2024 (inception)

through December 31, 2024 totaled approximately $104,800 and $124,800 respectively.

The aggregate fees of WithumSmith+Brown related to

audit services in connection with our IPO totaled approximately $62,400.

The above amounts include interim procedures and audit fees,

as well as attendance at audit committee meetings.

Audit-Related Fees.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or

review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are

not required by statute or regulation and consultations concerning financial accounting and reporting standards.

During the period from

September 11, 2024 (inception) through December 31, 2024 we did not pay WithumSmith+Brown any audit-related fees.

not pay WithumSmith+Brown for tax services, planning or advice for the period from September 11, 2024 (inception) through December 31,

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit

or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that

are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

For the year ended

December 31, 2025 and for the period from September 11, 2024 (inception) through December 31, 2024 we did not pay WithumSmith+Brown any

audit-related fees.

year ended December 31, 2025 and for the period from September 11, 2024 (inception) through December 31, 2024, our independent registered

public accounting firm did not render services to us for tax compliance, tax advice and tax planning.

All Other Fees .

We did not pay WithumSmith+Brown

for any other services for the period from September 11, 2024 (inception) through December 31, 2024.

the year ended December 31, 2025 and for the period from September 11, 2024 (inception) through December 31, 2024, there were no fees

billed for products and services provided by our independent registered public accounting firm other than those set forth above.

Exhibits, Financial Statement Schedules.

(a) The following documents are filed as part

of this Annual Report:

(a) The following documents are filed as part of this Annual Report:

Financial Statements

(2) Financial Statements Schedule

All financial statement

schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented

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

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the year ended December 31, 2025 and for the period from September 11, 2024 (Inception) through December 31, 2024

Statements of Changes in Shareholders’ Equity for the year ended December 31, 2025 and for the period from September 11, 2024 (Inception) through December 31, 2024

Statements of Cash Flows for the year ended December 31, 2025 and for the period from September 11, 2024 (Inception) through December 31, 2024

Notes to Financial Statements

Financial Statements Schedules

All financial statement schedules

are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented

in the financial statements and notes thereto in this Item 15 of Part IV below.

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(b) Exhibits:

The following exhibits are filed

as part of, or incorporated by reference into, this Annual Report on Form 10-K.

Exhibit Number

The following exhibits are filed as part of, or incorporated

by reference into, this Annual Report on Form 10-K.

Underwriting Agreement, dated December 9, 2024, between the Company and Roth Capital Partners, LLC, as representative of the underwriters named therein (incorporated herein by reference to Exhibit 1.1 to Form 8-K as filed with the Securities and Exchange Commission on December 11, 2024).

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Rights Agreement, dated December 9, 2024, between the Company and Continental Stock Transfer & Trust Company, as rights agent (incorporated herein by reference to Exhibit 4.1 to Form 8-K as filed with the Securities and Exchange Commission on December 11, 2024).

Description of Securities

Description of Securities (incorporated herein by reference to Exhibit 4.5 to Form 10-K as filed with the Securities and Exchange Commission on March 18, 2025).

Letter Agreement, dated December 9, 2024, among the Company, its officers and directors, the Sponsor and Roth Capital Partners, LLC (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on December 11, 2024).

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Code of Ethics and Business Conduct (incorporated herein by reference to Exhibit 14 to Form S-1 as filed with the Securities and Exchange Commission on November 1, 2024).

Insider Trading Policies and Procedures, adopted February 20, 2025.

Insider Trading Policies and Procedures, adopted February 20, 2025 ( incorporated herein by reference to Exhibit 19 to Form 10-K as filed with the Securities and Exchange Commission on March 18, 2025).

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

JACKSON ACQUISITION COMPANY II

ACQUISITION COMPANY II

March 20, 2026

/s/ Richard L.

Chief Executive Officer

(Principal Executive Officer)

(Principal Executive

Pursuant to the requirements

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registrant and in the capacities and on the dates indicated.

/s/ Richard L.

Chief Executive Officer

March 20, 2026

(Principle Executive Officer)

David Lawrence

(Principal Executive Officer)

/s/ David Lawrence

Chief Financial Officer

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March 20, 2026

Nicholas Ayers

March 20, 2026

Nicholas Ayers

/s/ Stephan S.

March 20, 2026

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INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

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

Financial Statements:

Balance Sheet

Statement of Operations

Statement of Changes in Shareholders’ Equity

Statement of Cash Flows

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the year ended December 31, 2025 and for the period from September 11, 2024 (Inception) through December 31, 2024

Statements of Changes in Shareholders’ Equity for the year ended December 31, 2025 and for the period from September 11, 2024 (Inception) through December 31, 2024

Statements of Cash Flows for the year ended December 31, 2025 and for the period from September 11, 2024 (Inception) through December 31, 2024

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Shareholders and the Board of

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and the Board of Directors

Jackson Acquisition Company II:

Opinion on the Financial Statements

We have audited the accompanying balance

sheet of Jackson Acquisition Company II (the “Company’) as of December 31, 2024, and the related statements of operations,

changes in shareholders’ equity and cash flows for the period from September 11, 2024 (inception) through December 31, 2024, and

the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and

its cash flows for the period from September 11, 2024 (inception) through December 31, 2024, in conformity with accounting principles

generally accepted in the United States of America.

We have audited the accompanying balance sheets

of Jackson Acquisition Company II (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations,

changes in shareholders’ equity and cash flows for the year ended December 31, 2025 and for the period from September 11, 2024 (Inception)

through December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024,

and the results of its operations and its cash flows for the year ended December 31, 2025 and period from September 11, 2024 (inception)

through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been

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

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

is unable to raise additional funds to alleviate liquidity needs and complete a business combination by December 11, 2026, then the Company

will cease all operations except for the purpose of liquidating.

The liquidity condition and date for mandatory liquidation and subsequent

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

Management’s plans in regard

to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Basis for Opinion

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of the Company’s management.

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

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

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

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

We conducted our audit in accordance

with the standards of the PCAOB.

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

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

The Company is not required to have, nor were

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

As part of our audit, we are required to obtain an understanding

We conducted our audits in accordance with the

standards of the PCAOB.

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

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

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

to perform audits of its internal control over financial reporting.

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

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

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Accordingly, we express no such opinion.

Our audit included performing procedures to assess

Our audits included performing procedures to assess

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

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Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor

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March 20, 2026

PCAOB ID Number 100

JACKSON ACQUISITION COMPANY II

BALANCE SHEET

DECEMBER 31, 2024

BALANCE SHEETS

Current assets

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Long-term prepaid insurance

Investments held in Trust Account

Marketable securities held in Trust Account

$ 243,176,248

LIABILITIES AND SHAREHOLDERS’ EQUITY

$ 234,005,881

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

Current liabilities

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Commitments (Note 6)

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.12 per share

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.55 and $ 10.12 per share as of December 31, 2025 and 2024, respectively.

Shareholders’ Equity

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1,000,000 shares authorized;

none issued or outstanding

none issued or outstanding as of December 31, 2025 and 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)

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

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

5,750,000 shares issued and outstanding

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

Additional paid-in capital

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Total Shareholders’ Equity

Total Liabilities and Shareholders’ Equity

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

$ 243,176,248

The accompanying notes are an integral

part of these financial statements.

$ 234,005,881

The accompanying notes are an integral part of

these financial statements.

JACKSON ACQUISITION COMPANY II

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM SEPTEMBER 11,

2024 (INCEPTION) THROUGH DECEMBER 31, 2024

Formation and operational costs

STATEMENTS OF OPERATIONS

September 11,

General and administrative costs

Loss from Operations

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Total other income

Weighted average shares outstanding of Class A ordinary shares – basic

Basic net income per ordinary share, Class A ordinary shares

Weighted average shares outstanding of Class A ordinary shares – diluted

Diluted net income per ordinary share, Class A ordinary shares

Weighted average shares outstanding of Class B ordinary shares – basic

Basic net income per ordinary share, Class B ordinary shares

Weighted average shares outstanding of Class B ordinary shares - diluted

Diluted net income per ordinary share, Class B ordinary shares

The accompanying notes are an integral

part of these financial statements.

Weighted average redeemable Class A ordinary shares outstanding – basic and diluted

Basic and diluted net income per redeemable Class A ordinary share

Weighted average non-redeemable Class A and Class B ordinary shares outstanding – basic

Basic net income per non-redeemable Class A and Class B ordinary share

Weighted average non-redeemable Class A and Class B ordinary shares outstanding – diluted

Diluted net income per non-redeemable Class A and Class B ordinary share

The accompanying notes are an integral part of

these financial statements.

JACKSON ACQUISITION COMPANY II

STATEMENT OF CHANGES IN SHAREHOLDERS’

FOR THE PERIOD FROM SEPTEMBER 11,

2024 (INCEPTION) THROUGH DECEMBER 31, 2024

Class A Ordinary

Class B Ordinary

STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE YEAR ENDED DECEMBER 31, 2025 AND

FOR PERIOD FROM SEPTEMBER 11, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

Class A Ordinary Shares

Class B Ordinary Shares

Shareholders’

— September 11, 2024 (inception)

Balance — September 11, 2024 (inception)

Issuance of Class B ordinary shares

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Fair value of rights included in Public Units

Other offering cost charged to shareholders’ equity

Allocated value of transaction costs to Class A ordinary shares

Accretion for Class A ordinary shares to redemption amount

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Balance – December 31, 2024

The accompanying notes are an integral

part of the financial statements.

Accretion for Class A ordinary shares to redemption amount

( 9,276,588 )

( 9,684,710 )

Balance – December 31, 2025

The accompanying notes are an integral part of

these financial statements.

JACKSON ACQUISITION COMPANY II

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM SEPTEMBER 11,

2024 (INCEPTION) THROUGH DECEMBER 31, 2024

STATEMENTS OF CASH FLOWS

For the Period from September 11, 2024 (Inception) Through December 31,

Cash Flows from Operating Activities:

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Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Payment of operation costs through promissory note

Payment of operating costs through promissory note

Interest earned on marketable securities held in Trust Account

( 9,684,710 )

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable and accrued expenses

Accounts payable

Due to Sponsor

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Net Change in Cash

Cash - Beginning of period

Cash – Beginning of year

Cash – End of year

Non-Cash Investing and Financing Activities:

Supplemental disclosure of cash flow information:

Offering costs included in accrued offering costs

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Offering costs charged to Additional paid in capital

Accretion of Class A ordinary shares to redemption value

The accompanying notes are an integral

part of these financial statements.

ACQUISITION COMPANY II

NOTES TO FINANCIAL STATEMENTS

1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS

The accompanying notes are an integral part of

these financial statements.

NOTE 1 — ORGANIZATION AND PLAN

OF BUSINESS OPERATIONS

Jackson Acquisition Company II (the “Company”)

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

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

The Company will not generate

any operating revenues until after the completion of a Business Combination, at the earliest.

The Company will generate non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31

as its fiscal year end.

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

Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after

the completion of a Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income from

the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s

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On December 11, 2024, the Company consummated the Initial Public Offering

of 23,000,000 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered,

the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of

of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the

“Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000

Units, at $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 , which is described in Note 3.

Simultaneously with the

closing of the Initial Public Offering, the Company consummated the sale of 840,000 private placement units (each, a “Private Placement

Unit”) at a price of $ 10.00 per Private Placement Unit in a private placement to RJ Healthcare SPAC II, LLC (“Sponsor”)

and Roth Capital Partners, LLC, representative of the underwriters (“Roth”), generating gross proceeds of $ 8,400,000 , which

is described in Note 4.

Transaction costs amounted to $ 5,157,741 , consisting

of $ 4,600,000 of cash underwriting fee and $ 557,741 of other offering costs.

Simultaneously with the closing of

the Initial Public Offering, the Company consummated the sale of 840,000 private placement units (each, a “Private Placement Unit”)

at a price of $ 10.00 per Private Placement Unit in a private placement to RJ Healthcare SPAC II, LLC (“Sponsor”) and Roth

Capital Partners, LLC, representative of the underwriters (“Roth”), generating gross proceeds of $ 8,400,000 , which is described

Transaction costs amounted to $ 5,157,741 , consisting of $ 4,600,000

of cash underwriting fees and $ 557,741 of other offering costs.

The Company’s management has broad discretion

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

80 % of the net assets held in the Trust Account (as defined below) (excluding the Business Combination Marketing Fee (see Note 6) and

taxes payable on the income earned on the trust account, if any) at the time of the agreement to enter into a Business Combination.

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

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

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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 share), calculated as of two business days prior to the completion of a Business Combination, including

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

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

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

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

Liabilities from Equity.”

If the Company seeks shareholder approval in connection

with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires

the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company.

If a shareholder vote is not required

under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or

other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions

pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing

substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor, officer and directors have agreed to

vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of

approving a Business Combination (except that any Public Shares such parties may purchase in compliance with the requirements of Rule

14e-5 under the Exchange Act would not be voted in favor of approving the Business Combination transaction) and to waive its redemption

rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination.

Additionally, each public

shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against

a proposed Business Combination.

with a Business Combination, it will complete a Business Combination only if it obtains the approval of an ordinary resolution under Cayman

Islands law, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company.

shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a

shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association,

conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender

offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing

a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor, officer and

directors have agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public

Offering in favor of approving a Business Combination (except that any Public Shares such parties may purchase in compliance with the

requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the Business Combination transaction) and to

waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination.

Additionally,

each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote

for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company

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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 (the “Combination Period”) (December

11, 2026) 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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from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

The underwriter has agreed

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

The underwriters have agreed

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

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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 underwriter

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

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

Liquidity and Capital Resources

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 financial statements.

Going Concern

As of December 31, 2025, the Company had $ 521,776

in cash and a working capital of $ 705,356 .

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 December 31, 2024, 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 financial statements.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING

in cash and working capital surplus of $ 220,750 .

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 ASC 205-40, “Presentation of Financial Statements – Going Concern,” as of December 31, 2025, the Company

has determined that mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination,

raises substantial doubt about the Company’s ability to continue as a going concern.

The Company has until December 11, 2026 to

consummate a Business Combination.

Additionally, the expectation of significant future costs raises substantial doubt about our ability

to continue as a going concern within one year after the date that the financial statements are issued.

Management plans to address this

uncertainty through debt or equity financing.

There is no assurance that our plans to raise capital or to consummate a business combination

will be successful within the Completion Window.

If a Business Combination is not consummated by this date, there will be a mandatory

liquidation and subsequent dissolution.

NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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Segment Reporting

The Company complies with ASU 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (ASU 2023-07), which improves reportable segment disclosure requirements,

primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.

The Company complies with ASC Topic 280, “Segment Reporting,”

which establishes reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses.

Emerging Growth Company

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This may make comparison

of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth

of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

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Use of Estimates

The preparation of the financial statement in

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 statement and the reported amounts of revenues and expenses

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.

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It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near

that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

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with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 949,366 in cash and no cash

equivalents as of December 31, 2024.

Investment Held in Trust Account

At 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.

The Company had $ 521,776 and $ 949,366 in cash

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

Marketable Securities Held in Trust Account

At December 31, 2025 and 2024, substantially all

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

Treasury securities.

Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance

sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held

in the Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations.

of the Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on

the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments

held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying 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 December

31, 2024, the Company reported $ 232,858,478 in investments held in the Trust Account.

values of these marketable securities are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical

As of December 31, 2025 and 2024, the Company reported $ 242,543,188 and $ 232,858,478 in marketable securities held in the Trust

Account, respectively.

Offering Costs

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of professional and registration fees that are related to the Initial Public Offering.

Financial Accounting Standards Board ASC 470-20,

“Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into

its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between

Class A ordinary shares and Share Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value

of the Share Rights and then to the Class A ordinary shares.

Offering costs allocated to Public Shares were charged to temporary equity,

and offering costs allocated to Public Share Rights (as defined below) and Private Placement Units were charged to shareholders’

equity as the Public Share Rights and Private Placement Share Rights (as defined below), after management’s evaluation, were accounted

Financial Accounting Standards Board (“FASB”)

ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible

debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units

between Class A ordinary shares and Share Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned

value of the Share Rights and then to the Class A ordinary shares.

Offering costs allocated to Public Shares were charged to temporary

equity, and offering costs allocated to Public Share Rights (as defined below) and Private Placement Units were charged to shareholders’

equity as the Public Share Rights and Private Placement Rights (as defined below), after management’s evaluation, were accounted

for under equity treatment.

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ASC 740 requires the recognition of deferred tax assets and liabilities

for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected

for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected

future tax benefit to be derived from tax loss and tax credit carryforwards.

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ASC 740 also clarifies the accounting for

uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement

process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement

process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return.

benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

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There were no unrecognized tax benefits

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

The Company is currently not aware of any issues under review

that could result in significant payments, accruals or material deviation from its position.

The Company has been 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.

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

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

The Company is currently not aware of any issues under

review that could result in significant payments, accruals or material deviation from its position.

The Company has been 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.

Company’s tax provision was zero for the periods presented.

Concentration of Credit Risk

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

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

The Company accounts for the Public and Private

Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained

in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the rights under equity

treatment at its assigned value.

Class A Redeemable Share Classification

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

The Company accounts for the Public Share Rights

and Private Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance

contained in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the rights under

equity treatment at its assigned value.

Class A Ordinary Shares Subject to Possible

The Public Shares contain a redemption feature

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Accordingly, as of 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 balance sheet.

As of December 31, 2024, the Class A ordinary shares subject

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

31, 2025 and 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 balance sheets.

As of December 31, 2025 and 2024, the Class A ordinary

shares subject to possible redemption reflected in the balance sheets are reconciled in the following table:

Gross proceeds

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( 5,076,432 )

Remeasurement of carrying value to redemption value

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption, December 31, 2024

Accretion of carrying value to redemption value

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

$ 242,543,188

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requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred

to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of ordinary shares.

to as redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares.

Income and losses are shared pro rata

between the two classes of ordinary shares.

This presentation assumes a Business Combination as the most likely outcome.

Net income per ordinary share is calculated by dividing the

net income by the weighted average ordinary shares outstanding for the respective period.

Net income per

ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income per ordinary

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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 year ended December 31, 2024.

Accretion associated with the redeemable Class

A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value.

is the same as basic net income per ordinary share for the year ended December 31, 2025 and for the period from September 11, 2024 (inception)

through December 31, 2024.

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share

as the redemption value approximates fair value.

The Company has considered the effect of Class

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

For the Period Ended

For the Year Ended

December 31, 2025

For the Period from

September 11, 2024

Through December 31,

Basic net income per share of ordinary share:

(Inception) Through

December 31, 2024

Basic net income per ordinary share:

Non-redeemable

Class A and Class B

Non-redeemable

Class A and Class B

Allocation of net income

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Basic net income per ordinary share

For the Period Ended

For the Year Ended

December 31, 2025

For the Period from

September 11, 2024

Through December 31,

Diluted net income per share of ordinary share:

(Inception) Through

December 31, 2024

Diluted net income per ordinary share:

Non-redeemable

Class A and Class B

Non-redeemable

Class A and Class B

Allocation of net income

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Recently Issued Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures, on an annual and

interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”),

as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that

a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment

profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all

annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide

all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal

years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption

The Company adopted ASU 2023-07 on January 1, 2024.

The amendments will be applied retrospectively to all prior periods presented

in the financial statements.

The adoption of ASU 2023-07 has not had a material impact on the Company’s consolidated financial statements

and disclosures.

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

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described in more detail below (the “Public Share Rights”).

Each ten rights entitle the holder thereof to receive one Class

A ordinary share at the closing of an initial Business Combination.

Each ten Public Share Rights entitle the holder thereof to receive

one Class A ordinary share at the closing of an initial Business Combination.

The Company will not issue fractional Class A ordinary shares.

2 unchanged sentences

Public Offering, the Sponsor and Roth purchased an aggregate of 840,000 Private Placement Units ( 495,000 Private Placement Units purchased

by the Sponsor and 345,000 Private Placement Units purchased by Roth or its designees), at a price of $ 10.00 per Private Placement Units

by the Sponsor and 345,000 Private Placement Units purchased by Roth or its designees), at a price of $ 10.00 per Private Placement Unit

from the Company in a private placement, generating gross proceeds of $ 8,400,000 .

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Shares”) issued to the Sponsor.

Up to 750,000 of the Founder Shares were subject to surrendered by the Sponsor for no consideration

Up to 750,000 of the Founder Shares were subject to forfeiture by the Sponsor for no consideration

depending on the extent to which the underwriters’ over-allotment was exercised.

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200,000 Founder Shares to the Company’s officers and directors at their original purchase price.

The sale of the Founders Shares

The sale of the Founder Shares

to the Company’s directors and director’s nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation”

2 unchanged sentences

The fair value of the 200,000 shares granted to the Company’s director nominees was $ 206,000 or $ 1.03 per share.

The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense

related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting

related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting

literature in this circumstance.

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principal amount of $ 300,000 .

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

(ii) the consummation of the Initial Public Offering.

As of December 31, 2024, there was $ 198,024 outstanding under the Promissory

Note, which is due on demand.

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 December 31, 2025 and 2024, there was $ 198,024

outstanding under the Promissory Note.

Administrative Services Agreement

The Company entered into an agreement with the

Sponsor, commencing on December 9, 2024 through the earlier of the Company’s consummation of a Business Combination and its liquidation,

Sponsor, commencing on December 9, 2024 through the earlier of the Company’s consummation of a Business Combination or its liquidation,

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

For the period from September 11, 2024

(inception) through December 31, 2024, the Company incurred and owes $ 7,000 for these services.

For the year ended December 31, 2025,

the Company incurred $ 120,000 for these services.

For the period from September 11, 2024 (inception) through December 31, 2024, the Company

incurred $ 7,000 for these services.

At December 31, 2025 and 2024, the Company owed $ 127,000 and $ 7,000 , respectively, for these services.

Related Party Loans

In order to finance transaction costs in connection

with a Business Combination, the Sponsor, any of their respective affiliates or certain of the Company’s directors and officers

may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes

a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination

does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds

with a Business Combination, the Sponsor, any of its affiliates or certain of the Company’s directors and officers may, but are

not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business

Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does

not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

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The Units would be identical to the Private Placement Units.

As of December 31, 2024, there are no Working Capital Loans

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

Loans outstanding.

NOTE 6 — COMMITMENTS

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connection with its Business Combination.

The Company will pay Roth a cash fee for such services upon the consummation of its initial

Business Combination in an amount up to 4.0 % of the gross proceeds of the Initial Public Offering, an aggregate of up to $ 9,200,000 after

the underwriters exercised their over-allotment option in full on December 11, 2024.

As of December 31, 2024, no Business Combination

Marketing Fee has been incurred or recorded.

The Company will pay Roth a cash fee (the “Business Combination Marketing Fee”)

for such services upon the consummation of its initial Business Combination in an amount up to 4.0 % of the gross proceeds of the Initial

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

NOTE 7 — SHAREHOLDERS’

2 unchanged sentences

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

At December 31, 2024, there were

no preference shares issued or outstanding.

At December 31, 2025 and 2024,

there were no preference shares issued or outstanding.

Class A Ordinary Shares — The

2 unchanged sentences

ordinary shares are entitled to one vote for each share.

At 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.

At December 31, 2025 and 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

4 unchanged sentences

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

As of December 31, 2024, there were 5,750,000 Class B ordinary shares issued

and outstanding.

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

issued and outstanding.

Only holders of Class B ordinary shares will

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No additional consideration

will be required to be paid by a holder of rights in order to receive its additional shares of Class A ordinary share upon consummation

of an initial Business Combination.

The shares issuable upon exchange of the rights will be freely tradable (except to the extent held

by affiliates of the Company).

If the Company enters into a definitive agreement for a Business Combination in which it will not be the

surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders

of the Class A ordinary shares will receive in the transaction on an as-converted into Class A ordinary share basis.

will be required to be paid by a holder of rights in order to receive its additional Class A ordinary shares upon consummation of an initial

Business Combination.

The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates

of the Company).

If the Company enters into a definitive agreement for a Business Combination in which it will not be the surviving entity,

the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the Class A

ordinary shares will receive in the transaction on an as-converted into Class A ordinary share basis.

The Company will not issue fractional shares in

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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 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

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

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

Marketable Securities held in Trust Account

$ 242,543,188

Fair value of Public Share Rights for Class A ordinary shares subject to possible redemption allocation

At 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.

Treasury securities and have readily

determinable values 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.

The Public Share Rights have been classified within

shareholders’ equity and will not require remeasurement after issuance.

The following table presents the quantitative information

regarding market assumptions used in the valuation of the Public Share Rights:

Trade price of Unit

Risk-free rate

Market adjustment (1)

Fair value per share right

(1) Market adjustment reflects additional factors not fully captured by low volatility selection, which may include likelihood of business combination occurring, market perception of lack of available or suitable targets, or possible post-acquisition decline of stock price prior to beginning of the exercise period.

The adjustment is determined by comparing traded warrant prices to simulated model outputs.

$ 232,858,478

At December 31, 2025 and 2024, substantially all

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

Treasury securities and have

readily determinable values 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.

NOTE 9 — SEGMENT INFORMATION

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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, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker

(“CODM”) has been identified as the Chief Executive Officer who reviews the assets, operating results, and financial metrics

for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has

determined that there is only one reportable segment.

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

The Company’s CODM has been identified as

the Chief Executive Officer who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions

about allocating resources and assessing financial performance.

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 statement of operations as net income.

of segment assets is reported on the balance sheet as total assets.

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

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

When evaluating the Company’s performance and making key decisions

regarding resource allocation, the CODM reviews several key metrics included in net income and total assets, which include the following:

Investments held in Trust Account

Marketable securities held in Trust Account

$ 242,543,188

$ 232,858,478

September 11,

2024 (Inception)

Formation and operational costs

General and administrative expenses

Interest earned on marketable securities held in Trust Account

2 unchanged sentences

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

Formation and 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 formation and operational costs to manage, maintain and enforce all contractual

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

Formation and operational costs, as reported on the statement of

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

All other segment items included in net income

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

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

Account fund while maintaining compliance with the trust agreement.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date through the date that the financial statement was issued.

that occurred after the balance sheet date through the date that the financial statements were issued.

Based upon this review, the Company

did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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

What changed 10-K

Item 9A. Controls and Procedures