What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 191 added, 94 removed, 452 unchanged (39% of the section changed)

14 unchanged sentences

Accrued expenses

Consulting services payable – related party

Due to related party

5 unchanged sentences

Commitments and Contingencies (Note 7)

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

Preference shares, $ 0.0001 par value;

5,000,000 shares authorized;

none issued or outstanding

Class A ordinary shares, $ 0.0001 par value;

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

Preference shares, $ 0.0001 par value, 5,000,000 shares authorized;

none issued and outstanding

Class A ordinary shares, $ 0.0001 par value, 445,000,000 shares authorized;

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

13 unchanged sentences

Three Months Ended

Six Months Ended

Loss from operations:

1 unchanged sentence

Insurance expense

Net loss from operations

Other income (expense):

Net loss from

Other income:

Interest income on Trust Account

Interest income on cash and cash equivalents

Net other income

Net income (loss)

Interest income on money market mutual fund

income (loss)

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

Basic and diluted net income 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

Basic and diluted

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

The accompanying

1 unchanged sentence

CSLM Digital Asset Acquisition Corp III, Ltd

STATEMENTS OF CHANGES

IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026

STATEMENTS OF SHAREHOLDERS’ DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2026

ordinary shares

2 unchanged sentences

Balance as of January 1, 2026

Remeasurement of temporary equity to redemption value

Accretion of Class A ordinary shares to redemption value

Balance as of March 31, 2026

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Accretion of Class A ordinary shares to redemption value

( 2,111,206 )

Balance as of June 30, 2026

$ ( 7,483,406 )

$ ( 7,482,550 )

FOR THE SIX MONTHS ENDED JUNE 30, 2025

ordinary shares

Additional Paid-In

Shareholder’s

2 unchanged sentences

Balance as of March 31, 2025

as of June 30, 2025

$ ( 115,082 )

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).

3 unchanged sentences

STATEMENTS OF CASH

Three Months Ended

Six Months Ended

Cash Flows from Operating Activities:

7 unchanged sentences

Accrued expenses

Consulting services payable – related party

Net cash used in operating activities

1 unchanged sentence

Proceeds from issuance of Class B ordinary shares

Net cash provided by financing activities

Net change in cash and cash equivalents

Proceeds from promissory note – related party

Payment of offering costs

cash provided by financing activities

in cash and cash equivalents

Cash and cash equivalents – beginning of period

Cash and cash equivalents – end of period

and cash equivalents – end of period

Supplemental disclosure of non-cash investing and financing activities:

5 unchanged sentences

UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Note 1 — Organization and Business Operations

CSLM Digital Asset Acquisition Corp III, Ltd (formerly known as, CSLM Acquisition Corporation II, Ltd) (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 26, 2024.

The Company was incorporated for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”).

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.

CSLM Digital Asset

Acquisition Corp III, Ltd (formerly known as, CSLM Acquisition Corporation II, Ltd) (the “Company”) is a blank check company

incorporated as a Cayman Islands exempted company on July 26, 2024.

The Company was incorporated for the purpose of entering into

a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one

or more businesses (the “Business Combination”).

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).

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

All activity for the period from July 26, 2024 (inception) through June 30, 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.

1 unchanged sentence

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 (each whole redeemable warrant a “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 Warrant”).

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 .

16 unchanged sentences

The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations.

The amount in the Trust Account is initially anticipated to be $ 10.00 per Public Share.

The amount in the Trust Account is initially $ 10.00 per Public Share.

The ordinary shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

12 unchanged sentences

Liquidity, Capital Resources and Going Concern

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.

As of June 30, 2026 and December 31, 2025, the Company had $ 2,469,590 and $ 3,108,288 in cash and cash equivalents and working capital of $ 1,705,532 and $ 2,973,730 respectively.

The Company’s liquidity needs through June 30, 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).

22 unchanged sentences

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

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.

As of June 30, 2026 and December 31, 2025, the Company had $ 2,469,590 and $ 3,108,288 cash and cash equivalents, respectively, including $ 2,161,917 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

June 30, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $ 237,411,325 and

$ 233,253,391 respectively,

29 unchanged sentences

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

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

As of June 30, 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.

10 unchanged sentences

Warrant Instruments

The Company accounts for the Public Warrants and Private Placement Warrants to be 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”.

The Company accounts for the Public Warrants and Private Placement Warrants 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 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 March 31, 2026 and December 31, 2025.

There were 11,500,000 Public Warrants and 445,625 Private Placement Warrants outstanding as of June 30, 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 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:

Accordingly, as of June 30, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

As of June 30, 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

7 unchanged sentences

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

of Class A ordinary shares subject to possible redemption

Class A ordinary shares subject to possible redemption at June 30, 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.

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 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):

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

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 six months ended June 30, 2026.

were no Class A redeemable ordinary shares issued and outstanding as of June 30, 2025.

The following tables reflect the calculation

of basic and diluted net income (loss) per ordinary shares for the three and six months ended June 30, 2026 (in dollars, except per

share amounts):

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

6 unchanged sentences

Ownership percentage

Basic and diluted net (loss) income 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 loss allocated by class

Total income allocated by class

Accretion allocation based on ownership percentage

Accretion applicable to Class A redeemable shares

Total net (loss) income allocated by class

Weighted-average shares outstanding

Basic and diluted net (loss) income

For the three months June 30, 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 $ 60,675

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 ) .

Six Months Ended

Remeasurement of temporary equity to redemption value

( 4,157,934 )

loss including remeasurement of temporary equity to redemption value

$ ( 1,305,390 )

Six Months Ended

Non-Redeemable

Total number of shares

Ownership percentage

Total income allocated by class

Accretion allocation based on ownership percentage

Accretion applicable to Class A redeemable shares

Total net (loss) income allocated by class

$ ( 353,997 )

Weighted-average shares outstanding

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 ) .

For the six months June 30, 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 $ 92,262 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

25 unchanged sentences

effect on the Company’s financial statement.

Note 3 — Initial Public Offering

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.

2 unchanged sentences

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 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.

The Warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

Public Warrants

— As of June 30, 2026 and December 31, 2025, 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.

The Warrants cannot be exercised until 30 days after the completion of

the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial

Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Warrants is then effective and a prospectus relating thereto is current.

57 unchanged sentences

Three Months Ended

Six Months Ended

Loss from operations

Interest income on Trust Account

Interest income on cash and cash equivalents

Interest income on money market mutual fund

Net income (loss)

30 unchanged sentences

Public Offering.

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

Accordingly, no amounts are outstanding under the Promissory Note as of June 30, 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.

The Sponsor transferred $ 35,000

in cash to the Company during the six months ended June 30, 2026.

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

2 unchanged sentences

Administrative Services Agreement

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.

Commencing on the effective date of the Registration Statement, the Company entered into an agreement with the 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.

For the three months ended June 30, 2026 and 2025, the Company recorded $ 90,000 and $ 0 , respectively, and paid $ 90,000 and $ 0 , respectively under the agreement for the period.

For the six months ended June 30, 2026 and 2025, the Company recorded $ 180,000 and $ 0 , respectively, and paid $ 180,000

and $ 0 , respectively under the agreement for the period.

As of June 30, 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.

On November 10, 2025, the Company entered

into consulting agreements with Ryan Gentry and Vikas Mittal (the “Consulting Agreements”) pursuant to which 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.

Gentry is entitled to a consulting

fee of $ 12,500

per month plus expense reimbursement 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.

three months ended June 30, 2026, the Company incurred $ 95,045

and paid $ 92,695

and for the six months ended June 30, 2026, the Company incurred $ 182,695

and paid $ 152,695 , resulting in an outstanding balance of $ 30,000 under the Consulting Agreements as of June 30, 2026 which is recorded

to consulting services payable – related party on the condensed balance sheets.

No amounts were outstanding as of December 31, 2025.

Consulting Services Agreement

On March 18, 2026, the Audit Committee approved

the substitution of Samara Capital Advisors, LLC (“SCA”) for Meteora Capital, LLC as the Company’s consulting services

provider under the Company’s previously approved consulting arrangement, with SCA serving as contracting and payroll-processing

agent for consulting personnel supporting the Company’s financial analysis, accounting, SEC reporting, transaction readiness, investor

relations and Business Combination activities.

SCA’s principals include Vikas Mittal, the Company’s Co-CEO and CFO, making

SCA a related party under Item 404 of Regulation S-K.

Amounts paid to SCA are direct pass-through reimbursement of staffing costs under

the previously approved rate card, which was not modified by the substitution.

For the three and six months ended June 30, 2026, the Company

incurred $ 100,408 and paid $ 51,035 , resulting in an outstanding balance of $ 49,373 as of June 30, 2026 which is recorded to consulting services

payable – related party on the condensed balance sheets.

No amounts were outstanding as of December 31, 2025.

Related Party Loans

5 unchanged sentences

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

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

Note 7 — Commitments and Contingencies

19 unchanged sentences

Registration Rights

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 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 were 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.

12 unchanged sentences

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 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.

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

A Ordinary Shares — The Company is authorized to issue a total of 445,000,000

Class A ordinary shares at par value of $ 0.0001

As of June 30, 2026 and December 31, 2025, there

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

15 unchanged sentences

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 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;

B ordinary shares issued and outstanding as of June 30, 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 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.

9 unchanged sentences

Recurring Fair Value Measurements

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:

The following table presents information about the Company’s recurring fair value measurements as of June 30, 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

June 30, 2026

Cash held in money market mutual fund

27 unchanged sentences

Risk-free rate

Time to expiration

Time to expiration (years)

Note 10 — Subsequent Events

4 unchanged sentences

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