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Item 1. Financial Statements

2026-05-14 compared with 2025-11-13 · 246 added, 196 removed, 300 unchanged (60% of the section changed)

1 unchanged sentence

CSLM Digital Asset Acquisition Corp III, Ltd

CONDENSED BALANCE SHEET S

September 30,

CONDENSED BALANCE

Current assets

Due from related party

Cash and cash equivalents

Prepaid expenses – current

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Prepaid expenses – non-current

Deferred offering costs

Total non-current assets

3 unchanged sentences

Accrued expenses

Accrued offering costs

Promissory note – related party

Due to related party

Total current liabilities

4 unchanged sentences

Commitments and Contingencies (Note 7)

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

23,000,000 and 0 shares issued and outstanding at redemption value as of September 30, 2025 and December 31, 2024, respectively

Class A ordinary shares, $ 0.0001 par value;

445,000,000 shares authorized, 23,000,000 shares subject to possible redemption issued and outstanding at redemption value

Shareholders’ Deficit

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5,000,000 shares authorized;

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

none issued or outstanding

Class A ordinary shares, $ 0.0001 par value;

445,000,000 shares authorized;

891,250 and 0 shares issued and outstanding (excluding 23,000,000 and 0 shares subject to possible redemption) as of September 30, 2025 and December 31, 2024, respectively

891,250 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

7,666,667 and 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024

7,666,667 shares issued and outstanding

Additional paid-in capital

2 unchanged sentences

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

The accompanying notes are an integral part of the condensed financial statement s .

The accompanying

notes are an integral part of these unaudited condensed

financial statement s .

CSLM Digital Asset Acquisition Corp III, Ltd

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

CONDENSED STATEMENTS

OF OPERATIONS

Three Months Ended

September 30,

Nine Months Ended

September 30,

July 26, 2024

(Inception) Through September 30,

Three Months Ended

Loss from operations:

4 unchanged sentences

Interest income on Trust Account

Share based compensation expense

Interest income on cash and cash equivalents

Net other income

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Basic and diluted weighted average Class A ordinary shares subject to possible redemption outstanding

Basic and diluted net income (loss) per Class A ordinary shares subject to possible redemption

Basic and diluted net income per Class A ordinary shares subject to possible redemption

Basic and diluted weighted average Class A & Class B ordinary shares not subject to possible redemption outstanding

Basic and diluted net loss per Class A & Class B ordinary shares not subject to possible redemption

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

The accompanying

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

CSLM Digital Asset Acquisition Corp III, Ltd

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Class A ordinary

Class B ordinary shares

Additional Paid-In

Total Shareholder’s

STATEMENTS OF CHANGES

IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026

ordinary shares

Shareholder’s

Balance as of January 1, 2026

Class B ordinary shares issued to Sponsor

Balance as of March 31, 2025 (Audited)

Balance as of June 30, 2025 (Unaudited)

Sale of Units in IPO

Sale of Private Placement Units

Allocated value of transaction costs to Warrants

Transfer of Class B ordinary shares to Directors

Remeasurement of temporary equity to redemption value

Balance as of September 30, 2025 (Unaudited)

FOR THE PERIOD FROM JULY 26, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 202 4

Class A ordinary

Class B ordinary shares

Balance as of March 31, 2026

FOR THE THREE MONTHS ENDED MARCH 31, 2025

ordinary shares

Additional Paid-In

Total Shareholder’s

Balance as of July 26, 2024 (Inception)

Balance as of September 30, 2024 (Unaudited)

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

Shareholder’s

Balance as of January 1, 2025

Class B ordinary shares issued to

Balance as of March 31, 2025

Includes up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (Note 8).

The accompanying

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

CSLM Digital Asset Acquisition Corp III, Ltd

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine Months Ended

September 30,

July 26, 2024

(Inception) Through

September 30,

STATEMENTS OF CASH

Three Months Ended

Cash Flows from Operating Activities:

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

Formation, general and administrative expenses paid by Sponsor under promissory note – related party

Net income (loss)

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

Interest income on Trust Account

Share based compensation expense

Changes in operating assets and liabilities:

Prepaid expenses

Due to related party

Accounts payable

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Net cash used in operating activities

Cash Flows from Investing Activities:

Investment in Trust Account

( 230,000,000

Net cash used in investing activities

( 230,000,000

Cash Flows from Financing Activities:

Proceeds from sale of Units

Proceeds from sale of Private Placement Units

Payment of underwriter fees and commissions

Proceeds from issuance of Class B ordinary shares

Proceeds from promissory note – related party

Payment of promissory note – related party

Payment of offering costs

Net cash provided by financing activities

Net change in cash

Cash – beginning of period

Cash – end of period

Net change in cash and cash equivalents

Cash and cash equivalents – beginning of period

Cash and cash equivalents – end of period

Supplemental disclosure of non-cash investing and financing activities:

Initial fair value of Class A ordinary shares subject to possible redemption

Remeasurement of Class A ordinary shares to redemption value

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

Deferred offering costs included in accrued offering costs

The accompanying

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

CSLM Digital Asset Acquisition Corp III, Ltd

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30 , 2025

UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Note 1 — Organization and Business Operations

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The Company has not selected any specific Business Combination target, and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.

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

All activity for the period from July 26, 2024 (inception) through September 30 , 2025 relates to the Company’s formation and the Initial Public Offering (as defined below).

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

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

All activity for the period from July 26, 2024 (inception) through March 31, 2026 relates to the Company’s formation and the Initial Public Offering (as defined below).

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

The Company may generate non-operating income in the form of interest income on cash , cash equivalents , and United States Treasury Securities and dividend income from marketable securities purchased from the proceeds derived from the Initial Public Offering (as defined below).

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

On August 28, 2025, the Company consummated the initial public offering (the “Initial Public Offering”) of 23,000,000 units (the “Units”), including 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 .

Each Unit consists of one Class A ordinary share (the “Public Shares”), and one-half of one redeemable warrant (the “Public Warrants”).

Each Unit consists of one Class A ordinary share (the “Public Shares”), and one-half of one redeemable warrant (each whole redeemable warrant a “Public Warrants”).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 891,250 units (the “Private Units” and, with respect to the Class A ordinary shares included in the Private Units being offered, the “Private Placement Shares”) at a price of $ 10.00 per Private Placement Unit, in a private placement to the Company’s sponsor, CSLM Acquisition Sponsor II, Ltd (the “Sponsor”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”), the representative of the underwriter in the Initial Public Offering, generating gross proceeds of $ 8,912,500 .

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Liquidity, Capital Resources and Going Concern

As of September 30 , 2025 and December 31, 2024 , the Company had $ 3,526,414 and $ 0 in cash and working capital (deficit) of $ 3,482,424 and $ ( 58,300 ) , respectively.

The Company’s liquidity needs through September 30 , 2025 had been satisfied through a payment from the Sponsor of $ 25,000 for Class B ordinary shares, par value $0.0001 per share (“founder shares”) (see Note 6), the Initial Public Offering and the issuance of the Private Placement Units.

Additionally, the Company drew on an unsecured promissory note to pay certain offering costs.

As of March 31, 2026 and December 31, 2025, the Company had $ 2,802,146 and $ 3,108,288 in cash and cash equivalents and working capital of $ 2,288,673 and $ 2,973,730 respectively.

The Company’s liquidity needs through March 31, 2026 had been satisfied through a payment from the Sponsor of $ 25,000 for Class B ordinary shares, par value $0.0001 per share (“founder shares”) (see Note 6), the Initial Public Offering and the issuance of the Private Placement Units.

Additionally, prior to the Initial Public Offering, the Company drew on an unsecured promissory note from the Sponsor to pay certain offering costs, which was repaid in full at the closing of the Initial Public Offering (see Note 6).

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

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There is no assurance that the Company’s plans to raise capital or to consummate an initial Business Combination will be successful within the Completion Window.

These factors, among others, raise substantial

doubt about the Company’s ability to continue as a going concern one year from the date these financial statements are issued.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date these financial statements are issued.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Basis of Presentation

The accompanying

financial statements are presented in conformity with accounting principles generally accepted in the United States of America

GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the

In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments,

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

flows for the periods presented.

The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”).

In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented.

Emerging Growth Company Status

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

As of September 30, 2025 and December 31, 2024, t he Company had $ 3,526,414 and $ 0 cash , respectively, and no cash equivalents.

Treasury Securities

Held in Trust Account

As of September 30 , 2025 and December 31, 2024, the assets held in Trust Account, amounting to $ 230,876,657 and $ 0 , respectively, were held in United States Treasury Bills .

As of March 31, 2026 and December 31, 2025, the Company had $ 2,802,146 and $ 3,108,288 cash and cash equivalents, respectively, including $ 2,590,082 and $ 3,014,607 of cash equivalents held in a money market mutual fund, respectively.

Treasury Securities Held in Trust Account

March 31, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $ 235,300,119 and

$ 233,253,391 respectively,

were held in United States Treasury Bills.

Concentration of Credit Risk

8 unchanged sentences

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date.

Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

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Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

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

The Company accounts

for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting

and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statements

and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates

applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when

necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return.

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

As of September 30 , 2025 and December 31, 2024 , there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of March 31, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

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

1 unchanged sentence

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

On July 4, 2025, President Trump signed

into law the One Big Beautiful Bill Act (“OBBA”).

ASC 740, “Income Taxes”, which requires the effects of

changes in tax laws to be recognized in the period in which the legislation is enacted.

The Company is currently evaluating the

impact of the new law.

However, none of the tax provisions are expected to have a significant impact on the Company’s

financial statements.

Warrant Instruments

1 unchanged sentence

Accordingly, the Company evaluated and classifies the warrant instruments under equity treatment at their relative fair values.

There were 11,500,000 Public Warrants and 445,625 Private Placement Warrants outstanding as of September 30 , 2025 and no Public Warrants or Private Placement Warrants outstanding as of December 31, 2024 .

There were 11,500,000 Public Warrants and 445,625 Private Placement Warrants outstanding as of March 31, 2026 and December 31, 2025.

Class A Ordinary Shares Subject to Possible Redemption

4 unchanged sentences

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

Accordingly, as of September 30 , 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

As of September 30 , 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Accordingly, as of March 31, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

As of March 31, 2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Schedule of Class A ordinary shares subject to possible redemption

4 unchanged sentences

Accretion of Class A ordinary shares subject to possible redemption

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

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

Accretion of Class A ordinary shares subject to possible redemption

Class A ordinary shares subject to possible redemption at March 31, 2026

Net Income (Loss) Per Ordinary Share

The statements of operations include a presentation of income (loss) per Class A redeemable ordinary shares and income (loss) per non-redeemable Class A and Class B ordinary shares following the two-class method of income per common stock.

In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and non-redeemable Class A and Class B ordinary shares, the Company first considered the total income (loss) allocable to both sets of stock.

The statements of operations include a presentation

of income (loss) per Class A redeemable ordinary shares and income (loss) per non-redeemable Class A and Class B ordinary shares following

the two-class method of income per common stock.

In order to determine the net income (loss) attributable to both the Class A redeemable

ordinary shares and non-redeemable Class A and Class B ordinary shares, the Company first considered the total income (loss) allocable

to both sets of stock.

This is calculated using the total net income (loss) less any dividends paid.

For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders.

Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using the total number of shares outstanding for each share class at each respective period, before and after redemptions and conversions, for the three and nine months ended September 30, 2025, reflective of the respective participation rights.

There were no redeemable Class A ordinary shares or non-redeemable Class A and Class B ordinary shares outstanding as of December 31, 2024.

The following tables reflect the calculation of basic and diluted net income (loss) per ordinary shares for the three and nine months ended September 30, 2025 (in dollars, except per share amounts):

For purposes of calculating net

income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid

to the public shareholders.

Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the

amount to be allocated using the total number of shares outstanding for each share class at each respective period, before and after

redemptions and conversions for the three months ended March 31, 2026.

There were no Class A redeemable ordinary shares issued and outstanding

as of March 31, 2025.

The following tables reflect the calculation of basic and diluted net income (loss) per ordinary shares for the three months ended March 31, 2026 (in dollars, except per share amounts):

Schedule of basic and diluted net income (loss) per ordinary shares

Three Months Ended

September 30,

Remeasurement of temporary equity to redemption value

1 unchanged sentence

Three Months Ended

September 30,

Non-Redeemable

Total number of shares

Basic and diluted net income (loss) per share

Allocation of net loss including remeasurement of temporary equity to redemption value based on ownership percentage

Deemed dividend for remeasurement of temporary equity to redemption value

Total net income (loss) allocated by class

Weighted-average shares outstanding

Ownership percentage

Basic and diluted net (loss) income per share

Nine Months Ended

September 30,

Remeasurement of temporary equity to redemption value

Net loss including remeasurement of temporary equity to redemption value

Nine Months Ended

September 30,

Non-Redeemable

Total number of shares

Basic and diluted net income (loss) per share

Allocation of net loss including remeasurement of temporary equity to redemption value based on ownership percentage

3 unchanged sentences

Basic and diluted net (loss) income per share

For the three months ended March 31, 2025, there were no Class A ordinary shares issued or outstanding.

As such, net loss per ordinary shares was calculated by dividing net loss of $ 31,587 into the 6,666,667 non-redeemable weighted average shares outstanding (see Note 8), resulting in basic and diluted net loss per ordinary share of $ ( 0.00 ) .

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).

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 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.

The 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 permitted.

The Company adopted ASU 2023-07 on July 26, 2024, the date of its incorporation.

In April 2026, the FASB issued Accounting Standards

Update (“ASU”) 2026-01, “Initial Measurement of Paid-in-Kind Dividends on Equity-Classified preferred Stock”,

which provides authoritative guidance on how an issuer should initially measure paid-in-kind (“PIK”) dividends on equity-classified

preferred stock.

ASU 2026-01 is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal

year reporting periods.

Early adoption is permitted in an interim or fiscal year reporting period in which financial statements have not

yet been issued or made available for issuance.

The Company does not believe ASU 2026-01 will have a significant impact on the Company’s

financial position, results of operations or cash flows.

However, the Company would need to evaluate its impact in the event the Company

issues preference shares.

In November 2024, the FASB issued Accounting Standards Update 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

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.

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

In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid.

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ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024, and for interim periods for fiscal years beginning after December 15, 2025, with early adoption permitted.

The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBA”).

ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted.

The Company is currently evaluating the impact of the new law.

However, none of the tax provisions are expected to have a significant impact on the Company’s financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

As a Cayman Island exempted company, the Company does not believe ASU 2023-09 will have a significant impact on the Company’s financial position, results of operations or cash flows.

However, the Company would need to evaluate its impact in the event of the Company becoming domiciled in the United States following its initial business combination.

Management does not

believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on the Company’s financial statement.

Note 3 — Initial Public Offering

Pursuant to the Initial Public Offering on August 28, 2025, the Company sold 23,000,000 Units (inclusive of 3,000,000 Units sold pursuant to the underwriter’s over-allotment option exercised in full) at a purchase price of $ 10.00 per Unit.

Each Unit that the Company consists of one Public Share and Public Warrant.

Each Unit consists of one Public Share and one-half of one Public Warrant.

Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.

Each Public Warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Public Warrants — As of September 30 , 2025, there were 11,500,000 Public Warrants and 445,625 Private Placement Warrants outstanding.

Public Warrants — As of March 31, 2026, there were 11,500,000 Public Warrants and 445,625 Private Placement Warrants outstanding.

Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein.

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Each whole Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, CCM, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by CCM, LLC and/or its designees, will not be exercisable more than five years from the commencement of sales in this offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).

The Sponsor, officers and directors entered into a letter agreement with the Company, pursuant to which they agreed to (i) waive their redemption rights with respect to any shares held by them in connection with the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to any shares held by them in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity;

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and Private Placement Shares if the Company fails to complete an initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within the prescribed time frame and to liquidating distributions from assets outside the Trust Account;

and (iv) vote any founder shares and Private Placement Shares held by them and any Public Shares purchased during or after this offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination.

The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, CCM, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by CCM, LLC and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).

The Sponsor, officers and directors entered into

a letter agreement with the Company, pursuant to which they agreed to (i) waive their redemption rights with respect to any shares held

by them in connection with the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to any

shares held by them in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles

of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial

Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within

the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business

Combination activity;

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares

and Private Placement Shares if the Company fails to complete an initial Business Combination within the Completion Window, although

they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company

fails to complete an initial Business Combination within the prescribed time frame and to liquidating distributions from assets outside

the Trust Account;

and (iv) vote any founder shares and Private Placement Shares held by them and any Public Shares purchased during

or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from shares they may purchase

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

Combination transaction) in favor of the initial Business Combination.

Note 5 — Segment Information

7 unchanged sentences

Schedule of segment information

September 30,

Cash and cash equivalents

Treasury securities held in Trust Account

2 unchanged sentences

The CODM also reviews the amount of cash, cash equivalents, treasury securities, and marketable securities held in Trust Account to assess the amounts available to the Company to effect an initial Business Combination within the Completion Window.

Schedule of Business

combination segment

September 30,

(inception) through

September 30,

Schedule of Business combination segment

Three Months Ended

Loss from operations

Interest income

Interest income on Trust Account

Interest income on cash and cash equivalents

Net income (loss)

The CODM reviews loss from operations to determine if expenditures are in align with budgeted and contractually agreed upon amounts with service providers.

Interest income is reviewed to assist in forecasting amounts of cash, cash equivalents, treasury securities, and marketable securities held in the Trust Account to assess amounts available to the Company to effect an initial Business Combination within the Completion Window.

CODM reviews loss from operations to determine if expenditures are in alignment with budgeted and contractually agreed upon amounts with

service providers.

Interest income is reviewed to assist in forecasting amounts of cash, cash equivalents, treasury securities, and marketable

securities held in the Trust Account to assess amounts available to the Company to effect an initial Business Combination within the

Completion Window.

Note 6 — Related Party Transactions

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Promissory Note — Related Party

The Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering (the “Promissory Note”).

The Promissory Note was non-interest bearing, unsecured and due at the earlier of (i) the closing of the Initial Public Offering or (ii) the date which the Company determines not to proceed with the Initial Public Offering.

Sponsor agreed to loan the Company an aggregate of up to $ 300,000

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

Offering (the “Promissory Note”).

The Promissory Note was non-interest bearing, unsecured and due at the earlier of (i) the

closing of the Initial Public Offering or (ii) the date which the Company determines not to proceed with the Initial Public Offering.

The Promissory Note was repaid in full on August 28, 2025 from the proceeds of the Initial Public Offering and private placement.

Prior to repayment, the Company had borrowed $ 270,394 , under the Promissory Note.

The Company paid $ 272,716 to the Sponsor, resulting in an overpayment of $ 2,322 that is recorded as a related party receivable as of September 30, 2025.

The Promissory note is no longer available for drawdown subsequent to the close of the Initial Public Offering.

Accordingly the balance under the Promissory Note as of September 30, 2025 and December 31, 2024 was $ 0 and $ 11,394 , respectively.

Prior to repayment, the Company had borrowed $ 270,394 ,

under the Promissory Note.

The Company paid $ 272,716

to the Sponsor, resulting in an overpayment of $ 2,322

that was recorded as a related party receivable and repaid

in full as of December 31, 2025.

The Promissory note is no longer available for drawdown subsequent to the close of the Initial

Public Offering.

Accordingly, no amounts are outstanding under the Promissory Note as of March 31, 2026 and December 31, 2025.

Due to Related Party

The Sponsor transferred $ 35,000 in cash to the Company during the three months ended March 31, 2026.

As such, the due to related party balance is $ 35,000 .

The Company intends to repay the amount in full to the Sponsor.

No amounts were due to related party as of December 31, 2025.

Administrative Services Agreement

on the effective date of the Registration Statement, the Company entered into an agreement with our Sponsor to pay an aggregate of

per month for company administration, office space, utilities, and secretarial and administrative support.

Upon completion of the

initial Business Combination or the liquidation, the Company will cease paying the $ 30,000

per month fee.

The Company has recorded $ 34,839

for the three and nine months ended September 30, 2025 and has paid no amounts under the agreement as of September 30,

2025, resulting in a $ 34,839

accrual as of September 30, 2025 that is recorded to accrued expenses on the consolidated balance sheets.

No amounts were accrued as of December 31, 2024 as the agreement was not yet in effect.

Commencing on the effective date of the Registration Statement, the Company entered into an agreement with our Sponsor to pay an aggregate of $ 30,000 per month for company administration, office space, utilities, and secretarial and administrative support.

Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $ 30,000 per month fee.

For the three months ended March 31, 2026 and 2025, the Company recorded $ 90,000 and $ 0 , respectively, and paid $ 90,000 and $ 0 , respectively under the agreement.

As of March 31, 2026 and December 31, 2025, no amounts were outstanding under the agreement.

Consulting Agreements

On November 10, 2025, the Company entered into consulting agreements with Ryan Gentry and Vikas Mittal (the “Consulting Agreements”) pursuant to which Mr.

Gentry and Mr.

Mittal agreed to provide the Company with consulting services, which may include but are not limited to, assisting with analysis and advice regarding the potential investment opportunities for special purpose acquisition companies, accounting and bookkeeping, and administrative support.

Pursuant to the terms of the Consulting Agreements, Mr.

Gentry is entitled to a consulting fee of $ 12,500 per month and Mr.

Mittal is entitled to a consulting fee of $ 17,500 per month, payable at the end of each monthly period.

The Consulting Agreements will terminate automatically upon completion of a business combination by the Company, unless sooner terminated by either party subject to the terms and conditions therein.

For the three months ended March 31, 2026, the Company incurred $ 87,650 and paid $ 60,000 , resulting in an outstanding balance of $ 27,650 under the Consulting Agreements as of March 31, 2026.

Related Party Loans

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Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

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

As of March 31, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

Note 7 — Commitments and Contingencies

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

social and political circumstances in the U.S.

and around the world (including rising trade tensions between the U.S.

and China, and

other uncertainties regarding actual and potential shifts in the U.S.

and foreign, trade, economic and other policies with other countries),

may contribute to increased market volatility and economic uncertainties or deterioration in the U.S.

and worldwide.

a result of these circumstances and the ongoing global conflicts and/or other future global conflicts, the Company’s ability to

consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination,

may be materially and adversely affected.

In addition, the Company’s ability to consummate a transaction may be dependent on the

ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility,

or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all.

The impact of

this action and potential future sanctions on the world economy and the specific impact on the Company’s financial position, results

of operations or ability to consummate a Business Combination are not yet determinable.

The unaudited condensed consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

The holders of the (i) founder shares, which were issued in a private placement prior to the closing of this offering, (ii) Private Units (and the securities comprising such units and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) which will be issued in a private placement simultaneously with the closing of this offering and (iii) Private Units (and the securities comprising such units and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of an initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering.

The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Units (and the securities comprising such units and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) which will be issued in a private placement simultaneously with the closing of the Initial Public Offering and (iii) Private Units (and the securities comprising such units and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of an initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering.

The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination.

Notwithstanding anything to the contrary, CCM may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which this prospectus forms a part.

In addition, CCM may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus forms a part.

In addition, CCM may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of the Initial Public Offering.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

4 unchanged sentences

The underwriter used $ 3,162,500 of such funds to purchase 316,250 Private Units at $ 10.00 per Private Unit.

Additionally, the underwriter is entitled to a deferred underwriting discount of 4.00 % of the gross proceeds of the Initial Public Offering held in the Trust Account (based on the percentage of funds remaining in the Trust Account after redemptions of Public Shares in accordance with the Underwriting Agreement between the Company and CCM), or $ 9,200,000 as of September 30, 2025.

The deferred fee will become payable to the Underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Note 8 — Shareholder’s Equity

Shares — The Company is authorized to issue a total of 5,000,000

preference shares at par value of $ 0.0001

At September 30, 2025 and December 31, 2024, there

were no preference shares issued or outstanding.

Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each.

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

Class A Ordinary Shares — The Company is authorized to issue a total of 445,000,000 Class A ordinary shares at par value of $ 0.0001 each.

As of September 30, 2025 and December 31, 2024, there were 891,250 and no Class A ordinary shares issued and outstanding, excluding 23,000,000 and no Class A ordinary shares subject to possible redemption, respectively.

Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $ 0.0001 each.

On January 23, 2025, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for $ 25,000 , or approximately $0.004 per share.

In March 2025, the Company effected a share capitalization pursuant to which the Company issued an additional 1,916,667 founder shares resulting in an aggregate of 7,666,667 founder shares outstanding or approximately $0.003 per share.

The founder shares included an aggregate of up to 1,000,000 shares subject to forfeiture if the over-allotment option did not exercise the over-allotment option in full.

Our Sponsor has transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the Initial Public Offering, 20,000 founder shares (or 100,000 in the aggregate) to each of the Company’s directors, Christopher Bradley, Brian Rudick, Mathew August, Danel Calvillo Armendariz and Dr.

As of March 31, 2026 and December 31, 2025, there were 891,250 Class A ordinary shares issued and outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.

B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class

B ordinary shares at par value of $ 0.0001 each.

On January 23, 2025, the Company issued 5,750,000 Class

B ordinary shares to the Sponsor for $ 25,000 ,

or approximately $0.004 per share.

In March 2025, the Company effected a share capitalization pursuant to which the Company

issued an additional 1,916,667 founder

shares resulting in an aggregate of 7,666,667 founder

shares outstanding or approximately $0.003 per share.

The founder shares included an aggregate of up to 1,000,000 shares

subject to forfeiture if the underwriter did not exercise the over-allotment option in full.

Our Sponsor has transferred, pursuant

to a Securities Transfer Agreement that closed immediately prior to effectiveness of the Initial Public Offering, 20,000 founder

shares (or 100,000 in the aggregate) to each of the Company’s directors, Christopher Bradley, Brian Rudick, Mathew August,

Danel Calvillo Armendariz and Dr.

Jim Kyung Soo Liew, for the sum of $0.003 per share.

As such, there were 7,666,667 and no Class B ordinary shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.

As such, there were 7,666,667 Class

B ordinary shares issued and outstanding as of March 31, 2026 and December 31, 2025.

The founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company fails to consummate an initial Business Combination) concurrently with or immediately following the consummation of an initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriter’s over-allotment option and excluding the Class A ordinary shares comprising part of the Private Units and the Class A ordinary shares underlying the Private Placement Warrants issued to the Sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent units issued to our Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination and any Class A ordinary shares redeemed by public shareholders in connection with any amendment to our amended and restated memorandum and articles of association made prior to the consummation of the initial business combination (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-business combination activity;

In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriter’s over-allotment option and excluding the Class A ordinary shares comprising part of the Private Units and the Class A ordinary shares underlying the Private Placement Warrants issued to the Sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent units issued to our Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination and any Class A ordinary shares redeemed by public shareholders in connection with any amendment to our amended and restated memorandum and articles of association made prior to the consummation of the initial business combination (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-business combination activity;

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

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Recurring Fair Value Measurements

The following table presents information about the Company’s recurring fair value measurements as of September 30, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The following table presents information about the Company’s recurring fair value measurements as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Schedule of Assets measured at fair value on a recurring basis

March 31, 2026

Cash held in money market mutual fund

United States Treasury Bills held in Trust Account

There were no recurring fair value measurements

as of December 31, 2024.

December 31, 2025

Cash held in money market mutual fund

United States Treasury Bills held in Trust Account

Non-recurring Fair Value Measurements

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Note 10 — Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial

statements are issued.

Based upon this review, the Company did not identify any subsequent events that would have

required adjustment or disclosure in the financial statements.

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited

condensed financial statements are issued.

Based upon this review, the Company did not identify any subsequent events that would

have required adjustment or disclosure in the unaudited condensed financial statements.

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

What changed 10-Q

Item 1. Financial Statements