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Item 1. Financial Statements

2026-05-13 compared with 2026-01-20 · 764 added, 665 removed, 40 unchanged (97% of the section changed)

Financial Statements

ACQUISITION CORPORATION

BALANCE SHEET

offering costs

AND SHAREHOLDER’S DEFICIT

offering costs

note – related party

LEAPFROG ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

Current Assets

Prepaid expenses

Prepaid insurance, current portion

Total Current Assets

Prepaid insurance, non-current portion

Cash held in Trust Account

$ 146,569,305

$ 145,667,472

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT

Current Liabilities

and Contingencies (Note 6)

Shareholder’s

Accounts payable and accrued expenses

Due to Sponsor

Total Current Liabilities

Deferred underwriting fee

Total Liabilities

Commitments and Contingencies (Note 6)

Class A ordinary shares, $ 0.0001 par value;

14,375,000 shares subject to possible redemption at $ 10.11 and $ 10.02 per share as of March 31, 2026 and December 31, 2025, respectively

Shareholders' deficit

Preference shares, $ 0.0001 par value;

3 unchanged sentences

200,000,000 shares authorized;

none issued and outstanding

472,500 shares issued and outstanding (excluding 14,375,000 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value;

1 unchanged sentence

4,791,667 shares issued and outstanding

paid-in capital

Shareholder’s Deficit

LIABILITIES AND SHAREHOLDER’S DEFICIT

(1) Includes up to 625,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

On December 8, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

As such, the 625,000 Class B Ordinary Shares are no longer subject to forfeiture (see Note 5).

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

ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

Ended September 30,

September 30,

and administrative expenses

average Class B ordinary shares outstanding, basic and diluted(1)(2)

and diluted net loss per Class B ordinary share

(1) Excludes up to 625,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

On December 8, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

As such, the 625,000 Class B ordinary shares are no longer subject to forfeiture (see Note 5).

(2) Gives retroactive effect to the cancellation of the Initial Share and issuance of the Founder Shares on August 6, 2025 (see Note 7).

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

ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDER’S DEFICIT

THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND THE PERIOD FROM JUNE 20, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025

Ordinary Shares

Shareholder’s

– June 20, 2025 (inception)

– June 30, 2025

B ordinary shares issued to Sponsor(1)

– September 30, 2025

(1) Includes up to 625,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

On December 8, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

As such, the 625,000 Class B Ordinary Shares are no longer subject to forfeiture (see Note 5).

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

ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS

THE PERIOD FROM JUNE 20, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025

Cash flows from operating

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

paid by the Sponsor:

in operating assets and liabilities:

cash used in operating activities

change in cash

- Beginning of period

- End of period

disclosure of noncash financing activities:

paid by Sponsor in exchange for issuance of Founder Shares

and deferred offering costs paid by the Sponsor

offering costs included in accrued offering costs

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

ACQUISITION CORPORATION

TO CONDENSED FINANCIAL STATEMENTS

1 — Organization and Business Operations

Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June

The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share

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

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.

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

All activity for the period from June 20, 2025 (inception)

through September 30, 2025 relates to the Company’s formation and the Initial Public Offering, which is described below.

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

Company may generate non-operating income in the form of interest income on the proceeds derived from the Initial Public Offering.

Additional paid-in capital

Accumulated deficit

( 3,852,595 )

( 3,676,717 )

Total Shareholders' Deficit

( 3,852,069 )

( 3,676,191 )

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

$ 146,569,305

$ 145,667,472

The accompanying notes are an integral part of

these unaudited condensed financial statements.

LEAPFROG ACQUISITION CORPORATION

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

General and administrative expenses

Loss from operations

Interest earned on cash held in Trust Account

Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares

Basic and diluted net income per share, redeemable ordinary shares

Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares

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

The accompanying notes are an integral part of

these unaudited condensed financial statements.

LEAPFROG ACQUISITION CORPORATION

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Class A Ordinary

Class B Ordinary

Shareholders’

Balance – January 1, 2026

$ ( 3,676,717 )

$ ( 3,676,191 )

Subsequent remeasurement of ordinary shares subject to possible redemption

( 1,250,472 )

Balance – March 31, 2026

$ ( 3,852,595 )

$ ( 3,852,069 )

The accompanying notes are an integral part of

these unaudited condensed financial statements.

LEAPFROG ACQUISITION CORPORATION

CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Cash flows from operating activities:

Adjustment to reconcile net income to net cash used in operating activities:

Interest earned on cash held in Trust Account

( 1,250,472 )

Changes in operating assets and liabilities:

Prepaid expenses

Prepaid insurance

Accounts payable and accrued expenses

Due to sponsor

Net cash used in operating activities

Cash - beginning of period

Cash - end of period

The accompanying notes are an integral part of

these unaudited condensed financial statements.

LEAPFROG ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Note 1 — Organization and Business Operations

Leapfrog Acquisition Corporation (the “Company”) is a

blank check company incorporated as a Cayman Islands exempted company on June 20, 2025 .

The Company was incorporated for the purpose

of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination

with one or more businesses (the “Business Combination”).

The Company is an emerging growth company and, as such, the Company

is subject to all of the risks associated with emerging growth companies.

The Company has not selected any specific Business Combination

The Company is not limited to a particular or geographic region for purposes of consummating a Business Combination.

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

All activity for the period from June 20, 2025 (inception) through March 31, 2026 relates to the Company’s formation, its initial

public offering (the “Initial Public Offering”), which is described below, and its efforts to identify a Business Combination

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 the proceeds derived from the Initial Public Offering.

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

registration statement for the Company’s Initial Public Offering was declared effective on December 4, 2025.

On December 8, 2025,

the Company consummated the Initial Public Offering of 14,375,000 units (the “Units” and, with respect to the Class A

ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters

of their over-allotment option in the amount of 1,875,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 143,750,000 .

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

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 472,500 units including 37,500 additional

units as the underwriters’ over-allotment option was exercised in full (the “Private Placement Units”) at a price of

$ 10.00 per Private Placement Unit, in a private placement (the “Private Placement”) to the Company’s sponsor,

Leapfrog Partners, LLC (the “Sponsor”), and BTIG, LLC, the representative of the underwriters, generating gross proceeds

of $ 4,725,000 .

Each Private Placement Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the

“Private Placement Warrants” and together with the Public Warrants, the “Warrants”).

Each whole Warrant entitles

the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.

the 472,500 Private Placement Units, the Sponsor purchased 328,750 Private Placement Units, and BTIG purchased 143,750 Private

Placement Units.

Out of the aggregate amount of $ 4,725,000 , the amount of $ 2,940,000 was added to the proceeds from the Initial Public

Offering held in the Trust Account (as defined below) and the amount of $ 1,785,000 was transferred to the operating bank account.

costs amounted to $ 8,293,874 , consisting of $ 2,875,000 of cash underwriting fees, $ 5,031,250 of deferred underwriting commissions

which will be paid on the consummation of the initial Business Combination and $ 387,624 of other offering costs.

the closing of the Initial Public Offering and the Private Placement, $ 143,750,000 ($ 10.00 per Unit) of the net proceeds of the Initial

Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”)

with Odyssey Transfer and Trust Company acting as trustee and invested only in U.S.

government treasury obligations, with a maturity

of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest

only in direct U.S.

government treasury obligations, until the earliest of (i) the completion of an initial Business Combination, (ii)

the redemption of the Public Shares if the Company is unable to complete an initial Business Combination within the Completion Window

(defined below), subject to applicable law, and (iii) the redemption of the Public Shares properly submitted in connection with a shareholder

vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of obligation

to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window (defined

below) or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the

claims of public shareholders.

Company’s board of directors has broad discretion in determining the fair market value of a target business.

While the Company

generally must acquire a target with a fair market value of at least 80 % of the Trust Account assets, this requirement does not apply

if the Company is delisted from Nasdaq.

An independent third-party valuation is only required if the board cannot make this determination

or if the target is affiliated with insiders.

The Company expects to acquire 100 % of a target’s equity or assets but may acquire

less or merge directly with the target.

The transaction must result in the Company owning at least 50 % of the target’s voting securities

or gaining control sufficient to avoid classification as an investment company under the Investment Company Act of 1940, as amended (the

“Investment Company Act”).

There is no assurance that the Company will be able to successfully effect a Business Combination.

Company will provide its Class A ordinary shareholders with the opportunity to redeem all or a portion of their Public Shares upon the

completion of the Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination

or (ii) by means of a tender offer.

of the Class A ordinary shares sold as part of the units in this offering contain a redemption feature which allows for the redemption

of such Public Shares in connection with liquidation, if there is a shareholder vote or tender offer in connection with initial Business

Combination and in connection with certain amendments to second amended and restated memorandum and articles of association.

In accordance

Securities and Exchange Commission (“SEC”) guidance on redeemable equity instruments, which has been codified in

Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require

ordinary shares subject to redemption to be classified outside of permanent equity.

Accordingly, all of the Public Shares were presented

as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

Given that the Class A

ordinary shares sold as part of the units in the offering were issued with other freestanding instruments, the initial carrying value

of Class A ordinary shares classified as temporary equity were the allocated proceeds determined in accordance with ASC 470-20.

The resulting

discount to the initial carrying value of temporary equity was accreted upon the closing of the Initial Public Offering such that the

carrying value was equal the redemption value on such date.

The accretion or remeasurement is recognized as a reduction to retained earnings,

or in the absence of retained earnings, additional paid-in capital.

Accretion associated with the redeemable Class A ordinary shares

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

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

or against the proposed transaction.

In addition, initial shareholders, directors and executive officers have entered into a letter agreement,

pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares (as defined below), Private Shares

and Public Shares held by them in connection with the completion of a Business Combination.

Notwithstanding

the foregoing redemption rights, the Company’s amended and restated memorandum and articles of association provide that a public

shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as

a “group” (as defined under Section 13 of the Exchange Act), is restricted from redeeming its shares with respect to more

than an aggregate of 15% of the shares sold in this offering, without the prior consent of the Company.

Company has determined not to have a minimum net tangible asset requirement to consummate any Business Combination which could be subject

to Rule 419 promulgated under the Securities Act (defined in Note 2).

Moreover, if the Company seeks to consummate an initial Business

Combination with a target business that imposes any type of working capital closing condition or requires the Company to have a minimum

amount of funds available from the Trust Account upon consummation of such initial Business Combination, its net tangible asset threshold

may limit the Company’s ability to consummate such initial Business Combination (as the Company may be required to have a lesser

number of shares redeemed) and may force the Company to seek third-party financing which may not be available on terms acceptable to

the Company or at all.

As a result, the Company may not be able to consummate such an initial Business Combination and the Company may

not be able to locate another suitable target within the applicable time period, if at all.

the Company is unable to consummate the initial Business Combination within 24 months (which can be extended) from the Closing of the

Initial Public Offering (the “Completion Window”), the Company will, (i) cease all operations except for the purpose of winding

up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor,

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

including interest (net of taxes payable and less interest to pay dissolution expenses up to $ 100,000 ) divided by the number of then

issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including

the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve.

However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims

of the Public Shareholders.

In the event of liquidation and subsequent dissolution, the warrants will expire and will be worthless.

The registration statement for the Company’s Initial Public

Offering was declared effective on December 4, 2025.

On December 8, 2025, the Company consummated the Initial Public Offering of 14,375,000 units

(the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public

Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,875,000 Units,

at $ 10.00 per Unit, generating gross proceeds of $ 143,750,000 .

Each Unit consists of one Class A ordinary share and one-half

of one redeemable warrant (each, a “Public Warrant”).

Simultaneously with the closing of the Initial Public Offering, the

Company consummated the sale of 472,500 units including 37,500 additional units as the underwriters’ over-allotment option

was exercised in full (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit, in a private

placement (the “Private Placement”) to the Company’s sponsor, Leapfrog Partners, LLC (the “Sponsor”), and

BTIG, LLC, the representative of the underwriters, generating gross proceeds of $ 4,725,000 .

Each Private Placement Unit consists of one

Class A ordinary share and one-half of one redeemable warrant (the “Private Placement Warrants” and together with

the Public Warrants, the “Warrants”).

Each whole Warrant entitles the holder to purchase one Class A ordinary share

at a price of $ 11.50 per share, subject to adjustment.

Of the 472,500 Private Placement Units, the Sponsor purchased 328,750 Private

Placement Units, and BTIG purchased 143,750 Private Placement Units.

Out of the aggregate amount of $ 4,725,000 , the amount

of $ 2,940,000 was added to the proceeds from the Initial Public Offering held in the Trust Account (as defined below) and the amount

of $ 1,785,000 was transferred to the operating bank account.

Transaction costs amounted to $ 8,293,874 , consisting of $ 2,875,000

of cash underwriting fees, $ 5,031,250 of deferred underwriting commissions which will be paid on the consummation of the initial

Business Combination, and $ 387,624 of other offering costs.

Upon the closing of the Initial Public Offering and the Private Placement,

$ 143,750,000 ($ 10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement

were placed in a trust account (the “Trust Account”) with Odyssey Transfer and Trust Company acting as trustee and invested

government treasury obligations, with a maturity of 185 days or less, or in money market funds meeting certain conditions

under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations, until the earliest

of (i) the completion of an initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete

an initial Business Combination within the Completion Window (defined below), subject to applicable law, and (iii) the redemption of

the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum

and articles of association to modify the substance or timing of obligation to redeem 100 % of the Public Shares if the Company has not

consummated an initial Business Combination within the Completion Window (defined below) or with respect to any other material provisions

relating to shareholders’ rights or pre-initial business combination activity.

The proceeds deposited in the Trust Account could

become subject to the claims of creditors, if any, which could have priority over the claims of public shareholders.

The Company’s board of directors has broad discretion in determining

the fair market value of a target business.

While the Company generally must acquire a target with a fair market value of at least 80 %

of the Trust Account assets, this requirement does not apply if the Company is delisted from Nasdaq.

An independent third-party valuation

is only required if the board cannot make this determination or if the target is affiliated with insiders.

The Company expects to acquire

100 % of a target’s equity or assets but may acquire less or merge directly with the target.

The transaction must result in the

Company owning at least 50 % of the target’s voting securities or gaining control sufficient to avoid classification as an investment

company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the

Company will be able to successfully effect a Business Combination.

The Company will provide its Class A ordinary shareholders with the

opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination either (i) in connection

with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

All of the Class A ordinary shares sold as part of the units in the

Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with liquidation,

if there is a shareholder vote or tender offer in connection with initial Business Combination and in connection with certain amendments

to second amended and restated memorandum and articles of association.

In accordance with U.S.

Securities and Exchange Commission (“SEC”)

guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99,

redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside

of permanent equity.

Accordingly, all of the Public Shares were presented as temporary equity, outside of the shareholders’ deficit

section of the Company’s balance sheet.

Given that the Class A ordinary shares sold as part of the units in the Initial Public

Offering were issued with other freestanding instruments, the initial carrying value of Class A ordinary shares classified as temporary

equity were the allocated proceeds determined in accordance with ASC 470-20.

The resulting discount to the initial carrying value of

temporary equity was accreted upon the closing of the Initial Public Offering such that the carrying value was equal the redemption value

on such date.

The accretion or remeasurement is recognized as a reduction to retained earnings, or in the absence of retained earnings,

additional paid-in capital.

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

redemption value approximates fair value.

Each public shareholder may elect to redeem their Public Shares without

voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction.

In addition, initial shareholders,

directors and executive officers have entered into a letter agreement, pursuant to which they have agreed to waive their redemption rights

with respect to any Founder Shares (as defined below), Private Shares and Public Shares held by them in connection with the completion

of a Business Combination.

Notwithstanding the foregoing redemption rights, the Company’s

amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder

or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange

Act), is restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without

the prior consent of the Company.

The Company has determined not to have a minimum net tangible asset

requirement to consummate any Business Combination which could be subject to Rule 419 promulgated under the Securities Act (defined in

Moreover, if the Company seeks to consummate an initial Business Combination with a target business that imposes any type of

working capital closing condition or requires the Company to have a minimum amount of funds available from the Trust Account upon consummation

of such initial Business Combination, its net tangible asset threshold may limit the Company’s ability to consummate such initial

Business Combination (as the Company may be required to have a lesser number of shares redeemed) and may force the Company to seek third-party

financing which may not be available on terms acceptable to the Company or at all.

As a result, the Company may not be able to consummate

such an initial Business Combination and the Company may not be able to locate another suitable target within the applicable time period,

If the Company is unable to consummate the initial Business Combination

within 24 months (which can be extended) from the Closing of the Initial Public Offering (the “Completion Window”), the Company

will, (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business

days thereafter, subject to lawfully available funds therefor, redeem 100 % of the Public Shares, at a per-share price, payable in cash,

equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable and less interest to pay

dissolution expenses up to $ 100,000 ) divided by the number of then issued and outstanding Public Shares, which redemption will completely

extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any),

subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining

shareholders and the board of directors, liquidate and dissolve.

However, the Company may not be able to distribute such amounts as a

result of claims of creditors which may take priority over the claims of the Public Shareholders.

In the event of liquidation and subsequent

dissolution, the warrants will expire and will be worthless.

Going Concern Consideration

of September 30, 2025, the Company had a working capital deficit of $ 331,318 .

As of December 8, 2025, after consummation of the Initial

Public Offering, the Company had $ 1,395,995 in its operating bank account and a working capital surplus of $ 1,390,659 .

The Company has

incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to

close on a Business Combination.

Such costs will be incurred prior to generating any operating revenues.

Management plans to complete

a Business Combination before the mandatory liquidation date and anticipates that the Company will have sufficient liquidity to fund

its operations until then.

However, there is no assurance that the Company’s plans to consummate a Business Combination will be

successful within the Completion Window or that liquidity will be sufficient to fund operations.

In connection with the Company’s

assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC 205-40, “Presentation

of Financial Statements — Going Concern,” management concluded that the liquidity condition raises substantial doubt about

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

has determined that, pursuant to the proceeds received from the Initial Public Offering, it has access to funds that alleviates the substantial

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

2 — Significant Accounting Policies

of Presentation

accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted

in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form

10-Q and Article 8 of Regulation S-X of the SEC.

information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or

omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information

and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

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

accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial

Public Offering as filed with the SEC on December 5, 2025, as well as the Company’s Current Report on Form 8-K, as filed with

the SEC on December 8, 2025.

The interim results for the period from June 20, 2025 (inception) through September 30, 2025, are not

necessarily indicative of the results to be expected for the period ending December 31, 2025 or for any future periods.

Growth Company Status

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart

Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not

being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure

obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding

a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective

or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt

out of such extended transition period, which means that when a standard is issued or revised and it has different application dates

for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private

companies adopt the new or revised standard.

This may make comparison of the Company’s unaudited condensed financial statements

with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the

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

preparation of these unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make

estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting periods.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management

considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual

results could differ significantly from those estimates.

and Cash Equivalents

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

The Company had no cash or cash equivalents as of September 30, 2025.

Offering Costs

offering costs consist of legal and other costs (including underwriting discounts and commissions) incurred through the balance sheet

date that are directly related to the Initial Public Offering.

The Company complies with the requirements of ASC 340-10-S99-1 and SEC

Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” The Company applies this guidance to allocate

Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating

Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares.

Offering costs allocated

to the Public Shares will be charged to temporary equity, and offering costs allocated to the Public Warrants and the Private Placement

Units will be charged to shareholder’s deficit as the Public Warrants and the Private Placement Warrants, after management’s

evaluation, will be accounted for under equity treatment.

Should the Initial Public Offering prove to be unsuccessful, these deferred

costs, as well as additional expenses to be incurred, will be charged to operations.

As of September 30, 2025, the Company had deferred

offering costs of $ 295,429 .

Value Measurements

value is defined as the price that would be received for sale of an asset or paid for transfer of 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.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

As of March 31, 2026, the Company had $ 1,010,279 in its operating

bank account and a working capital surplus of $ 1,115,772 .

The Company has incurred and expects to continue to incur significant costs

as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination.

Such costs will be incurred

prior to generating any operating revenues.

Management plans to complete a Business Combination before the mandatory liquidation date

and anticipates that the Company will have sufficient liquidity to fund its operations until then.

However, there is no assurance that

the Company’s plans to consummate a Business Combination will be successful within the Completion Window or that liquidity will

be sufficient to fund operations.

In connection with the Company’s assessment of going concern considerations in accordance with

Financial Accounting Standards Board (“FASB”) ASC 205-40, “Presentation of Financial Statements — Going Concern,”

Management has determined that, pursuant to the proceeds received from the Initial Public Offering, it has access to funds that allow

the Company to continue as a going concern.

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been

prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim

financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.

Certain information or footnote disclosures normally included in financial

statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim

financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial

position, results of operations, or cash flows.

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 presentation of the financial position,

operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be

read in conjunction with the Company’s latest audited financial statements included in its Annual Report on Form 10-K for

the year ended December 31, 2025, as filed with the SEC on March 20, 2026.

The interim results for the three months ended March 31, 2026

are not necessarily indicative of the results to be expected for the full year ending December 31, 2026 or for any future periods.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined

in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports

and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder

approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth

companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that

have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange

Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to

opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such

election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when

a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth

company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company

nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

Use of Estimates

The preparation of these unaudited condensed financial statements

in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of

assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements

and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

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

the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the

near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments

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

The Company had $ 1,010,279 and $ 1,395,995 in

cash as of March 31, 2026 and December 31, 2025, respectively.

The Company had no cash equivalents as of March 31, 2026 or December 31,

Cash Held in Trust Account

At March 31, 2026 and December 31, 2025, the

cash held in the Trust Account amounted to $ 145,338,085 and $ 144,087,613 , respectively, which is being held in an interest-bearing deposit

account at a bank until the earlier of consummation of the Company’s initial Business Combination and liquidation.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal

Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant

adverse impact on the Company’s financial condition, results of operations, and cash flows.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted principally of legal and other costs (including

underwriting discounts and commissions) incurred that are directly related to the Initial Public Offering.

The Company complies with

the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.”

The Company applied this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants,

using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class

A ordinary shares.

Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the

Public Warrants and the Private Placement Units were charged to shareholders’ deficit as the Public Warrants and the Private Placement

Warrants, after management’s evaluation, are accounted for under equity treatment.

Fair Value Measurements

Fair value is defined as the price that would be received for sale

of an asset or paid for transfer of 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.

The hierarchy gives the highest priority

to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable

inputs (Level 3 measurements).

These tiers include:

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

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.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input

that is significant to the fair value measurement.

Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax

assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement

carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured

using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that is

included in the enactment date.

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

to be realized.

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be

sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits

as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30,

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

deviation from its position.

is currently no taxation imposed on income by the government of the Cayman Islands.

In accordance with Cayman income tax regulations,

income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s unaudited condensed financial

A Ordinary Shares Subject to Possible Redemption

Public Shares will contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, if there is a shareholder vote in connection with certain amendments to the Company’s amended and restated memorandum

and articles of association, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business

In accordance with ASC 480-10-S99, the Company will classify Public Shares subject to redemption outside of permanent equity

as the redemption provisions are not solely within the control of the Company.

The Company will recognize changes in redemption value

immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting

Immediately upon the closing of the Initial Public Offering, the Company will recognize the accretion from initial book value

to redemption amount value.

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, upon completion of the Initial Public Offering, Class A ordinary shares

subject to possible redemption will be presented at redemption value as temporary equity, outside of the shareholder’s deficit

section of the Company’s balance sheet.

Company will account 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”.

the Company evaluated and will classify the warrant instruments under equity treatment at their assigned value relative fair values.

were no Public Warrants or Private Warrants outstanding as of September 30, 2025.

Loss per Class B Ordinary Share

Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per Class B

ordinary share is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding during the

period, excluding Class B ordinary shares subject to forfeiture.

As of September 30, 2025, the Company did not have any dilutive

securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings

of the Company.

As a result, diluted loss per Class B per ordinary share is the same as basic loss per Class B ordinary share

for the periods presented.

Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards

Update (“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.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning

after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07 on June 20, 2025, inception.

In December 2023, the FASB issued ASU 023-09,

“Income Taxes (ASC Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure

of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure

requirements.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2025.

Early adoption is permitted.

The Company’s

management does not believe the adoption of ASU 2023-09 will have a material impact on its unaudited condensed financial statements

and disclosures.

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

effect on the Company’s unaudited condensed financial statements.

3 — Initial Public Offering

the Initial Public Offering on December 8, 2025, the Company sold 14,375,000 Units, which includes the full exercise by the

underwriters of their over-allotment option in the amount of 1,875,000 Units at a purchase price of $ 10.00 per Unit.

Unit consists of one Public share and one-half of one redeemable Public Warrant.

Each whole Public Warrant entitles 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.

4 — Private Placement

Simultaneously

with the closing of the Initial Public Offering, the Sponsor and BTIG, LLC purchased an aggregate of 472,500 Private Placement Units

at a price of $ 10.00 per Private Placement Unit), or $ 4,725,000 in the aggregate, in a private placement.

Level 1, defined as observable inputs such as quoted

prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices

in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets

or quoted prices for identical or similar instruments in markets that are not active;

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.

In some circumstances, the inputs used to measure fair value might

be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in

its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The Company follows the asset and liability method of accounting for

income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax

consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their

respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in

the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities

of a change in tax rates is recognized in income in the period that is included in the enactment date.

Valuation allowances are established,

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

ASC 740 prescribes a recognition threshold and a measurement attribute

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

For those benefits

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

The Company recognizes

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

There were no unrecognized tax benefits and

no amounts accrued for interest and penalties as of March 31, 2026 or December 31, 2025.

The Company is currently not aware of any issues

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

There is currently no taxation imposed on income by the government

of the Cayman Islands.

In accordance with Cayman income tax regulations, income taxes are not levied on the Company.

Consequently, income

taxes are not reflected in the Company’s unaudited condensed financial statements.

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature which allows for the

redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote in connection with

the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to

redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Company recognizes

changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption

value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion

from initial book value to redemption amount value.

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, at March 31, 2026 and December 31, 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 condensed balance sheets, as reconciled in the following table:

Gross proceeds

$ 143,750,000

Proceeds allocated to public warrants

( 2,824,688 )

Ordinary share issuance cost

( 8,118,430 )

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, December 8, 2025

Subsequent remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, December 31, 2025

Subsequent remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, March 31, 2026

$ 145,338,085

Warrant Instruments

The Company has accounted 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 classified the warrant instruments

under equity treatment at their assigned value.

As of March 31, 2026 and December 31, 2025, there were 7,187,500 Public

Warrants and 236,250 Private Placement Warrants outstanding.

Net Income per Ordinary Share

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share.” The statement of operations includes a presentation of income per

redeemable share and income per non-redeemable share following the two-class method of income per share.

In order to determine the net

income attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income allocable

to both the redeemable shares and non-redeemable shares and the undistributed income is calculated using the total net income less any

dividends paid.

The Company then allocated the undistributed income ratably based on the weighted average number of shares outstanding

between the redeemable and non-redeemable shares.

The calculation of diluted net income per share does not consider the effect of the

Public Warrants or Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of a future event.

At March 31, 2026, the Company did not have any

dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the

earnings of the Company.

As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the

period presented.

The following table reflects the calculation

of basic and diluted net income per ordinary share (in dollars, except per share amounts):

For the Three Months Ended

March 31, 2026

Non-Redeemable

Weighted-average shares outstanding

Ownership percentage

Allocation of net income

Denominators:

Weighted-average shares outstanding

Basic and diluted net income per share

Recent Accounting Standards

Management does not believe that any recently

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

condensed financial statements.

Note 3 — Initial Public Offering

In the Initial Public Offering on December 8, 2025, the Company

sold 14,375,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,875,000 Units

at a purchase price of $ 10.00 per Unit.

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

Each whole Public Warrant entitles 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.

Note 4 — Private Placement

Simultaneously with the closing of the Initial Public Offering, the

Sponsor and BTIG, LLC purchased an aggregate of 472,500 Private Placement Units, including underwriters’ over-allotment of

37,500 units, at a price of $ 10.00 per Private Placement Unit, or $ 4,725,000 in the aggregate, in a private placement.

Of those 472,500 Private

Placement Units, the Sponsor purchased 328,750 Private Placement Units at a price of $ 10.00 and BTIG, LLC purchased 143,750 Private

Placement Units at a price of $ 10.00 with the underwriters paying for their units via a reduction in the cash underwriting discount due

from the Company.

Each Private Placement Unit consists of one Class A ordinary share and one-half of one Private Placement

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 Units purchased by the Sponsor, non-managing sponsor investors have indirectly purchased, through the purchase

of non-managing sponsor membership interests, an aggregate of 260,000 units , at a price of $ 10.00 per unit, for an aggregate purchase

Placement Units, the Sponsor purchased 328,750 Private Placement Units, including underwriters’ over-allotment exercise

of 18,750 units, at a price of $ 10.00 and BTIG, LLC purchased 143,750 Private Placement Units, including underwriters’

over-allotment exercise of 18,750 units, at a price of $ 10.00 with the underwriters paying for their units via a reduction in the cash

underwriting discount due from the Company.

Each Private Placement Unit consists of one Class A ordinary share and one-half

of one Private Placement Warrant.

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.

Of the Private Placement Units purchased by the Sponsor, non-managing

sponsor investors have indirectly purchased, through the purchase of non-managing sponsor membership interests, an aggregate of 260,000

units (including underwriters’ over-allotment exercise of 18,750 units), at a price of $ 10.00 per unit, for an aggregate purchase

price of $ 2,600,000 .

An agreement with the non-managing investors was entered into directly with the Sponsor entity and it makes

reference to the Private Placement Units and Founder Shares of the Company.

The interests and units associated in the agreement are supported

on one for one basis with the Company’s underlying Private Placement Units and Founder Shares.

Private Placement Unit is identical to the Units sold in the Initial Public Offering, except that that it is not be redeemable, transferable,

assignable or salable by the Sponsor or underwriters until 30 days after the completion of the initial Business Combination, except transfers

permitted (a) to officers, directors, advisors or consultants, any affiliate or family member of any of the officers, directors, advisors

or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners,

any affiliates of the Sponsor, or any employees of such affiliates;

(b) in the case of an individual, as a gift to such person’s

immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person

or to a charitable organization;

(d) in the case of an individual, pursuant to a qualified domestic relations order;

(e) by private sales or transfers made in connection

with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection

with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased;

(f) pro rata distributions from the Sponsor to its respective members, partners or shareholders pursuant to the Sponsor’s limited

liability company agreement or other charter documents;

(g) by virtue of the laws of the State of Delaware or the Sponsor’s limited

liability company agreement upon dissolution of the Sponsor;

(h) in the event of liquidation prior to consummation of initial Business

(i) in the event that, subsequent to consummation of an initial Business Combination, the Company completes a liquidation,

merger, share exchange or other similar transaction which results in all of shareholders having the right to exchange their Class A ordinary

shares for cash, securities or other property;

or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible

under clauses (a) through (g);

provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees

must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter

5 — Related Party Transactions

August 6, 2025, the Sponsor purchased 4,791,667 Class B ordinary shares (the “Founder Shares”) for an aggregate purchase

price of $ 25,000 , or approximately $ 0.005 per share.

The Sponsor has not forfeited any of the 625,000 Founder Shares subject to forfeiture

as the over-allotment option was exercised in full by the underwriters.

The Sponsor collectively owns, on an as-converted basis, 25 %

of the Company’s issued and outstanding Public Shares and Founder Shares after the Initial Public Offering.

Founder Shares are identical to the ordinary shares included in the Units being sold in the Initial Public Offering, except that:

Founder Shares are subject to certain transfer restrictions;

Founder Shares are entitled to registration rights.

The Sponsor, officers and directors have entered

into a letter agreement, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares,

Private Placement Shares and Public Shares in connection with the completion of an initial Business Combination;

(ii) waive their redemption

rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve

an amendment to a post-offering amended and restated memorandum and articles of association (a) to modify the substance or timing of the

obligation to allow redemption in connection with an 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;

(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

reference to the Private Placement Units and Founder Shares (as defined in Note 5) of the Company.

The interests and units associated

in the agreement are supported on one for one basis with the Company’s underlying Private Placement Units and Founder Shares.

Each Private Placement Unit is identical to the Units sold in the

Initial Public Offering, except that that it is not be redeemable, transferable, assignable or salable by the Sponsor or underwriters

until 30 days after the completion of the initial Business Combination, except transfers permitted (a) to officers, directors, advisors

or consultants, any affiliate or family member of any of the officers, directors, advisors or consultants, any members or partners of

the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees

of such affiliates;

(b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary

of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization;

case of an individual, by virtue of laws of descent and distribution upon death of such person;

(d) in the case of an individual, pursuant

to a qualified domestic relations order;

(e) by private sales or transfers made in connection with any forward purchase agreement or

similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination

at prices no greater than the price at which the shares or warrants were originally purchased;

(f) pro rata distributions from the Sponsor

to its respective members, partners or shareholders pursuant to the Sponsor’s limited liability company agreement or other charter

(g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution

of the Sponsor;

(h) in the event of liquidation prior to consummation of initial Business Combination;

(i) in the event that, subsequent

to consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction

which results in all of shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property;

or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g);

however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into a written agreement agreeing

to be bound by these transfer restrictions and the other restrictions contained in the letter agreements.

Note 5 — Related Party Transactions

Founder Shares

On August 6, 2025, the Sponsor purchased 4,791,667 Class B ordinary

shares (the “Founder Shares”) for an aggregate purchase price of $ 25,000 , or approximately $ 0.005 per share.

has not forfeited any of the 625,000 Founder Shares subject to forfeiture as the over-allotment option was exercised in full by the underwriters.

The Sponsor collectively owns, on an as-converted basis, 25 % of the Company’s issued and outstanding Public Shares and Founder

Shares after the Initial Public Offering.

The Founder Shares are identical to the ordinary shares included in

the Units being sold in the Initial Public Offering, except that:

the Founder Shares are subject to certain transfer

restrictions;

the Founder Shares are entitled to registration rights.

The Sponsor, officers and directors have entered into a letter agreement,

pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares, Private Placement Shares

and Public Shares in connection with the completion of an initial Business Combination;

(ii) waive their redemption rights with respect

to their Founder Shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to

a post-offering amended and restated memorandum and articles of association (a) to modify the substance or timing of the obligation to

allow redemption in connection with an 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 (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

an initial Business Combination.

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

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

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

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 underwriters’ over-allotment option and excluding the Class A ordinary shares that

are included within the private units), 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 units issued to the Sponsor or any of its affiliates or to the Company’s

officers or directors upon conversion of Working Capital Loans (as defined below)) 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 the 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 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 does not complete an 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

certain limited exceptions, the Founder Shares are not transferable, assignable or saleable (except to the Company’s officers and

directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions)

until the earlier of (A) six months after the completion of the initial Business Combination or earlier if, subsequent to the initial

Business Combination, the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing

at least 30 days after the initial Business Combination , and (B) the date following the completion of the initial Business Combination

on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders

having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative

Services Agreement

Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s

consummation of a Business Combination or its liquidation, whereby the Sponsor provides office space and administrative and support services

for $ 10,000 per month.

As of September 30, 2025, the Company had not incurred any fees for these services.

Note — Related Party

August 21, 2025, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which

the Company may borrow up to an aggregate principal amount of up to $ 300,000 .

The Promissory Note is non-interest-bearing and payable

on the earlier of (i) March 31, 2026 and (ii) the consummation of the Initial Public Offering.

the period from June 20, 2025 (inception) through September 30, 2025, the Company borrowed $ 75,124 under the Promissory Note, including

$ 1,000 transferred from due to related party, resulting in an outstanding balance of $ 75,124 as of September 30, 2025.

the closing of the Initial Public Offering on December 8, 2025, the Company repaid the outstanding balance of $ 75,124 from the proceeds

not held in the Trust Account, resulting in no amounts outstanding under the Promissory Note, which became due upon the closing of the

Initial Public Offering.

to Related Party

Sponsor pays certain formation, operating or deferred offering costs on behalf of the Company.

These amounts are due on demand and non-interest

During the period from June 20, 2025 (inception) through September 30, 2025, the Sponsor paid $ 26,000 on behalf of the Company,

of which $ 25,000 was paid in exchange for the issuance of the Founder Shares and $ 1,000 was transferred to the Promissory Note, resulting

in no balances due to related party as of September 30, 2025.

Capital Loans

order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor

or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on

a non-interest basis (the “Working Capital Loans”).

If the Company completes an initial Business Combination, it would repay

such loaned amounts.

In the event that the initial Business Combination does not close, the Company may use amounts held outside the

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

Up to $ 1,200,000

of such loans may be convertible into private units of the post-Business Combination entity at a price of $ 10.00 per unit at the option

of the applicable lender.

Such units would be identical to the private units.

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, no Working Capital

Loans were outstanding.

6 — Commitments and Contingencies

and Uncertainties

and global markets are facing volatility

due to the Russia-Ukraine war and the Israel-Hamas conflict.

These events my disrupt supply chains, increase cyber threats and cause commodity

price swings.

Sanctions and geopolitical tensions could destabilize financial markets.

U.S tariffs and trade uncertainties may raise business

costs and reduce margins.

The overall impact on operations, liquidity and potential Business Combinations remains uncertain.

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 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.

holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of this offering, (ii) Private

Placement Units (and the securities comprising such units and the Class A ordinary shares issuable upon exercise of the Private

Placement Warrants) and (iii) Private Placement 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, 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 signed

The Founder Shares will automatically convert into Class A ordinary

shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the

holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations

and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares, or any other

equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or

in connection with the closing of 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 underwriters’ over-allotment

option and excluding the Class A ordinary shares that are included within the private units), 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 units issued to

the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans (as defined

below)) 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 the 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 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 does not complete an 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.

With certain limited exceptions, the Founder Shares are not transferable,

assignable or saleable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor,

each of whom will be subject to the same transfer restrictions) until the earlier of (A) six months after the completion of the initial

Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A ordinary shares

equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and

the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after the initial Business Combination ,

and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share

exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares

for cash, securities or other property.

Administrative Services Agreement

Commencing on December 8, 2025, the Company agreed

to pay an affiliate of the Sponsor a monthly fee of $ 10,000 for office space, utilities, secretarial support and administrative

This arrangement will terminate upon the earlier of the completion of a Business Combination or the distribution of the Trust

Account to the public shareholders.

For the three months ended March 31, 2026, the Company incurred $ 30,000 in fees for these services,

with related amounts of $ 37,500 and $ 7,500 included in due to Sponsor in the accompanying balance sheets as of March 31, 2026 and December

31, 2025, respectively.

In addition, the Sponsor, officers and directors,

or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the

Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations.

The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors

of the Company or their affiliates.

Any such payments prior to an initial Business Combination will be made from working capital or funds

held outside the Trust Account.

Promissory Note — Related Party

On August 21, 2025, the Company issued a promissory note to the Sponsor,

pursuant to which the Sponsor agreed to loan the Company up to an aggregate of $ 300,000 to be used for the payment of costs related to

the Initial Public Offering (the “Promissory Note”).

The Promissory Note is non-interest bearing, unsecured and due on the

earlier of March 31, 2026 or the completion of the Initial Public Offering.

During the period from June 20, 2025 (inception) through December

8, 2025, the Company borrowed $ 75,124 under the Promissory Note, including $ 1,000 transferred from due to related party.

On December 8,

Pursuant to the registration rights agreement

and assuming $ 1,200,000 of Working Capital Loans are converted into private units, the Company will be obligated to register up to 5,680,417

Class A ordinary shares.

The number of Class A ordinary shares includes (i) 4,791,667 Class A ordinary shares to be issued upon conversion

of the Founder Shares, (ii) 472,500 Class A ordinary shares underlying the Private Placement Units, (iii) 236,250 Class A ordinary shares

underlying the Private Warrants, (iv) 120,000 Class A ordinary shares underlying the units issued upon conversion of Working Capital Loans,

and (v) 60,000 Class A ordinary shares underlying the warrants associated with the units issued upon conversion of Working Capital Loans.

The holders of these securities are 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, the underwriters 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.

the underwriters 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.

The Company will bear the expenses incurred in connection with

the filing of any such registration statements.

Company granted the underwriters a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 1,875,000 units

to cover over-allotments, if any.

On December 5, 2025, the underwriters elected to fully exercise their over-allotment option to purchase

an additional 1,875,000 Units at a price of $ 10.00 per Unit.

underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit or $ 2,875,000 in the aggregate, paid upon the closing

of the Initial Public Offering.

In addition, the underwriters are entitled to a deferred fee of $ 0.35 per Unit, or $ 5,031,250 in the

aggregate, payable to BTIG, LLC from the amounts held in the Trust account only upon the completion of an initial Business Combination,

subject to the terms of the underwriting agreement.

7 — Shareholder’s Deficit

Shares — The Company is authorized to issue 1,000,000 preference shares, $ 0.0001 par value, with such designations, voting

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

As of September 30,

2025, there were no preference shares issued or outstanding.

A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with $ 0.0001 par value.

of September 30, 2025, there were no Class A ordinary shares issued or outstanding.

B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with $ 0.0001 par value.

6, 2025, an aggregate of 4,791,667 Founder Shares were issued to the Sponsor for an aggregate purchase price of $ 25,000 , or approximately

$ 0.005 per share.

As of September 30, 2025, there were 4,791,667 Class B ordinary shares issued and outstanding, of which 625,000 shares

were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option

was not exercised in full or in part (exercised in full on December 8, 2025).

to the consummation of the initial Business Combination, only holders of Class B ordinary shares will (i) have the right to vote on the

appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands.

Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time.

These provisions of the Company’s

amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative

vote of the holders representing at least 90% of the issued Class B ordinary shares.

With respect to any other matter submitted to a

vote of its shareholders, including any vote in connection with the initial Business Combination, except as required by law, holders

of the Founder Shares and holders of the Class A ordinary shares will vote together as a single class, with each share entitling the

holder to one vote.

Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier

at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to the Company’s amended and restated memorandum

and articles of association (see Note 5 for related disclosure).

— As of September 30, 2025, there were no Public Warrants or Private Placement Warrants issued or outstanding.

8, 2025, 7,187,500 Public Warrants and 236,250 Private Placement Warrants were issued as part of the Initial Public Offering and Private

Placement, respectively.

gross proceeds of the Initial Public Offering were allocated to the Public Warrants based on fair value, with $ 2,824,688 recorded in

shareholders’ deficit related to the Public Warrants on December 8, 2025.

The warrants are not remeasured to fair value on a recurring

2025, upon the closing of the Initial Public Offering, the Company repaid the then outstanding balance, $ 75,124 , and the Promissory Note

is no longer available to be drawn upon.

Due to Related Party

The Sponsor pays certain formation, operating or deferred offering

costs on behalf of the Company.

Those amounts are due on demand and non-interest bearing.

During the period from June 20, 2025 (inception)

through December 8, 2025, the Sponsor paid $ 26,000 on behalf of the Company, of which $ 25,000 was paid in exchange for the issuance of

the Founder Shares and $ 1,000 was transferred to the Promissory Note, resulting in no balances due to related party as of March 31, 2026

or December 31, 2025.

Working Capital Loans

In order to finance transaction costs in connection with an intended

initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may,

but are not obligated to, loan the Company funds as may be required on a non-interest basis (the “Working Capital Loans”).

If the Company completes an initial Business Combination, it would repay such loaned amounts.

In the event that the initial Business

Combination does not close, the Company may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from

the Trust Account would be used for such repayment.

Up to $ 1,200,000 of such loans may be convertible into private units of the post-Business

Combination entity at a price of $ 10.00 per unit at the option of the applicable lender.

Such units would be identical to the private

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 Working Capital Loans were outstanding.

Note 6 — Commitments and Contingencies

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 Placement Units (including the component securities as well

as any securities underlying those component securities), which were issued in a Private Placement simultaneously with the closing of

the Initial Public Offering and (iii) private placement-equivalent units (including the component securities as well as any securities

underlying those component securities) 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 the initial Business Combination pursuant to a registration rights agreement to be signed prior

to or on the effective date of the Initial Public Offering.

Pursuant to the registration rights agreement and assuming $ 1,200,000

of Working Capital Loans are converted into private units, the Company will be obligated to register up to 5,680,417 Class A ordinary

The number of Class A ordinary shares includes (i) 4,791,667 Class A ordinary shares to be issued upon conversion of the Founder

Shares, (ii) 472,500 Class A ordinary shares underlying the Private Placement Units, (iii) 236,250 Class A ordinary shares underlying

the Private Warrants, (iv) 120,000 Class A ordinary shares underlying the units issued upon conversion of Working Capital Loans, and

(v) 60,000 Class A ordinary shares underlying the warrants associated with the units issued upon conversion of Working Capital Loans.

The holders of these securities are 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, the underwriters 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, the underwriters 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.

The Company will

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

Underwriting Agreement

On December 8, 2025, the underwriters exercised

their over-allotment option in full to purchase 1,875,000 additional Units at the Initial Public Offering price, less the underwriting

discounts and commissions.

The underwriters were entitled to a cash underwriting discount of $ 0.20

per Unit, or $ 2,875,000 in the aggregate, paid upon the closing of the Initial Public Offering.

In addition, the underwriters are entitled

to a deferred fee of $ 0.35 per Unit, or $ 5,031,250 in the aggregate, payable to the underwriters from the amounts held in the Trust account

only upon the completion of an initial Business Combination, subject to the terms of the underwriting agreement.

Risks and Uncertainties

United States and global markets are experiencing significant

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

of conflict in Iran and the Middle East and Southwest Asia.

Recent hostilities between the United States, Israel and Iran have caused

significant disruption to the normal flow of oil and refined petroleum products, with consequent price rises and associated economic

These events may disrupt supply chains, increase cyber threats and

cause commodity price swings.

Sanctions and geopolitical tensions could destabilize financial markets.

U.S tariffs and trade uncertainties

may raise business costs and reduce margins.

The overall impact on operations, liquidity and potential Business Combinations remains

Any of the above-mentioned factors, or any other negative impact on

the global economy, capital markets or other geopolitical conditions resulting from ongoing conflicts 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.

Note 7 — Shareholders’ Deficit

Preference Shares — The Company is authorized to

issue 1,000,000 preference shares, $ 0.0001 par value, with such designations, voting and other rights and preferences as may be determined

from time to time by the Company’s board of directors.

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 200,000,000 Class A ordinary shares with $ 0.0001 par value.

As of March 31, 2026 and December 31, 2025,

there were 472,500 Class A ordinary shares issued and outstanding, excluding 14,375,000 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The

Company is authorized to issue 20,000,000 Class B ordinary shares with $ 0.0001 par value.

On August 6, 2025, an aggregate of 4,791,667

Founder Shares was issued to the Sponsor for an aggregate purchase price of $ 25,000 , or approximately $ 0.005 per share.

As of March 31,

2026 and December 31, 2025, there were 4,791,667 Class B ordinary shares issued and outstanding.

Prior to the consummation of the initial Business Combination, only

holders of Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to

vote on continuing the Company in a jurisdiction outside the Cayman Islands.

Holders of the Class A ordinary shares will not be entitled

to vote on these matters during such time.

These provisions of the Company’s amended and restated memorandum and articles of association

may only be amended if approved by a special resolution passed by the affirmative vote of the holders representing at least 90% of the

issued Class B ordinary shares.

With respect to any other matter submitted to a vote of its shareholders, including any vote in connection

with the initial Business Combination, except as required by law, holders of the Founder Shares and holders of the Class A ordinary shares

will vote together as a single class, with each share entitling the holder to one vote.

The Class B ordinary shares will automatically convert into Class

A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject

to adjustment pursuant to the Company’s amended and restated memorandum and articles of association (see Note 5 for related disclosure).

Warrants — On December 8, 2025, 7,187,500 Public Warrants

and 236,250 Private Placement Warrants were issued as part of the Initial Public Offering and Private Placement, respectively.

The gross proceeds of the Initial Public Offering were allocated to

the Public Warrants based on fair value, with $ 2,824,688 recorded in shareholders’ deficit related to the Public Warrants on December

The warrants are not remeasured to fair value on a recurring basis.

For Public Warrants, each whole warrant entitles the registered holder

14 unchanged sentences

the initial Business Combination or earlier upon redemption or liquidation.

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, subject to satisfying obligations described below

with respect to registration.

No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share

upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed

to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

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, subject to satisfying obligations described below with respect to registration.

No warrant will be exercisable and

the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable

upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence

of the registered holder of the warrants.

The Company has agreed that, as soon as practicable after the closing

of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment

to the registration statement of which the prospectus forms a part or a new registration statement covering the registration under the

Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable

efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current

prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants expire or are redeemed, as specified in the

warrant agreement.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective

by the sixtieth (60) business day after the closing of the initial Business Combination, warrant holders may, until such time as there

is an effective registration statement and during any period when the Company will have failed to maintain an effective registration

statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities

exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the

Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or

maintain in effect a registration statement.

the warrants become exercisable, the Company may redeem the outstanding warrants:

whole and not in part;

to an existing registration statement or a new registration statement covering the registration under the Securities Act of the Class

A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same

to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating

to the Class A ordinary shares issuable upon exercise of the warrants expire or are redeemed, as specified in the warrant agreement.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth

(60) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective

registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise

warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding

the above, if Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such

that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at

its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with

Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect

a registration statement.

Once the warrants become exercisable, the Company may redeem the outstanding

in whole and not in part;

● at a price of $ 0.01 per warrant;

1 unchanged sentence

● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing at least 30 days after completion of initial Business Combination and ending three business days before the Company sends the notice of redemption to the warrant holders.

Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance

of the Class A Ordinary Shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class

A Ordinary Shares is available throughout the measurement period.

If and when the warrants become redeemable by the Company, it may not

exercise its redemption right if the issuance of Class A Ordinary Shares upon exercise of the warrants is not exempt from registration

or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

will use its commercially reasonable efforts to register or qualify such Ordinary Shares under the blue sky laws of the state of residence

in those states in which the warrants were offered by the Company in this offering.

The Company has established the last of the redemption

criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise

If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will

be entitled to exercise his, her or its warrant prior to the scheduled redemption date.

However, the price of the Class A ordinary shares

may fall below the $ 18.00 redemption trigger price (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations

and the like) as well as the $ 11.50 warrant exercise price after the redemption notice is issued.

Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering.

Company assessed the Public Warrants and the Private Placement Warrants to determine whether they should be classified as equity or liability

This assessment was based on an evaluation of the specific terms of each instrument and applicable authoritative guidance

in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging”

The assessment considers whether the instrument is freestanding financial instruments pursuant to ASC 480 meets

the definition of a liability pursuant to ASC 480, and whether the instrument meets all of the requirements for equity classification

under ASC 815, including whether the instrument is indexed to the Company’s own common stock, among other conditions for equity

classification.

Pursuant to such evaluation, both the Public Warrants and the Private Placement Warrants will be classified in shareholder’s

8 — Segment Information

Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about

operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise

for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding

how to allocate resources and assess performance.

Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole

to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company

only has one operating segment.

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

on the statement of operations as net income or loss.

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

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

metrics, which include net income or loss comprised of interest and dividends earned on cash and investments held in Trust Account (after

the Initial Public Offering) and general and administrative expenses.

Deferred offering

September 30,

General and administrative

key measure of segment profit or loss reviewed by the CODM is net income or loss, which is comprised of interest and dividends earned

on cash and investments held in Trust Account (after the Initial Public Offering) and general and administrative expenses.

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

Combination within the Completion Window.

The CODM reviews interest and dividends earned on cash and investments held in Trust Account

(after the Initial Public Offering) to measure and monitor shareholder value and determine the most effective strategy of investment

with the Trust Account funds while maintaining compliance with the trust agreement.

The CODM reviews general and administrative expenses

to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and the budget.

9 — Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed

financial statements were issued.

Based upon this review, other than as noted below, the Company did not identify any subsequent events

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

December 8, 2025, the Company consummated the Initial Public Offering of 14,375,000 Units, which includes the full exercise by the

underwriters of their over-allotment option in the amount of 1,875,000 Units, at $ 10.00 per Unit, generating gross proceeds

of $ 143,750,000 .

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

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 328,750 Private Placement Units, at a

price of $ 10.00 per Unit, in a Private Placement to the Company’s Sponsor, and the sale of 143,750 Private Placement Units,

at a price of $ 10.00 per Unit, to BTIG, LLC, the representative of the underwriters, generating gross proceeds of $ 4,725,000 .

Placement Unit consists of one Class A ordinary share and one-half of one Private Placement Warrant.

December 8, 2025, following the Initial Public Offering, and the sale of the Private Placement Units, a total of $ 143,750,000 was

placed in the Trust Account.

underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit or $ 2,875,000 in the aggregate, paid upon the closing

of the Initial Public Offering.

In addition, the underwriters are entitled to a deferred fee of $ 0.35 per Unit, or $ 5,031,250 in the

aggregate, payable to BTIG, LLC from the amounts held in the Trust Account only upon the completion of an initial Business Combination.

December 8, 2025, the total outstanding borrowings of $ 75,124 under the Promissory Note have been paid simultaneously with the closing

of the Initial Public Offering.

Borrowings under the Promissory Note are no longer available subsequent to the consummation of the Initial

Public Offering.

The Company will not redeem the warrants as described above unless

a registration statement under the Securities Act covering the issuance of the Class A Ordinary Shares issuable upon exercise of the

warrants is then effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the measurement

If and when the warrants become redeemable by the Company, it may not exercise its redemption right if the issuance of Class

A Ordinary Shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws

or the Company is unable to effect such registration or qualification.

The Company will use its commercially reasonable efforts to register

or qualify such Ordinary Shares under the blue sky laws of the state of residence in those states in which the warrants were offered

by the Company in this offering.

The Company has established the last of the redemption criterion discussed above to prevent a redemption

call unless there is at the time of the call a significant premium to the warrant exercise price.

If the foregoing conditions are satisfied

and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant

prior to the scheduled redemption date.

However, the price of the Class A ordinary shares may fall below the $ 18.00 redemption trigger

price (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) as well as the $ 11.50

warrant exercise price after the redemption notice is issued.

The Private Placement Warrants are identical to the Public Warrants

underlying the Units sold in the Initial Public Offering.

The Company assessed the Public Warrants and the Private Placement

Warrants to determine whether they should be classified as equity or liability instruments.

This assessment was based on an evaluation

of the specific terms of each instrument and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity”

(“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether

the instrument is freestanding financial instruments pursuant to ASC 480 meets the definition of a liability pursuant to ASC 480, and

whether the instrument meets all of the requirements for equity classification under ASC 815, including whether the instrument is indexed

to the Company’s own common stock, among other conditions for equity classification.

Pursuant to such evaluation, both the Public

Warrants and the Private Placement Warrants have been classified in shareholders’ deficit.

Note 8 --- Fair Value Measurements

The fair value of the Public Warrants issued

in the Initial Public Offering was $ 2,824,688 , or $ 0.39 per Public Warrant.

The fair value of the Public Warrants was determined using

a call option pricing analysis under the Black-Scholes model (Level 3).

The Public Warrants issued in the Initial Public Offering have

been classified within shareholders’ deficit and will not require remeasurement after issuance.

The following table presents the

quantitative information regarding market assumptions used in the valuation of the Public Warrants issued in the Initial Public Offering

as of December 8, 2025:

Traded price of Unit $ 10.00

Expected term to initial Business Combination (years) 1.5

Probability of initial Business Combination 30 %

Risk-free rate 3.86 %

Note 9 — Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards

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

major customers.

Operating segments are defined as components of an enterprise for which separate financial information is available

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

allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive

Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial

Accordingly, management has determined that the Company only has one operating segment.

The CODM assesses performance for the single segment and decides how

to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss.

of segment assets is reported on the balance sheet as total assets.

When evaluating the Company’s performance and making key decisions

regarding resource allocation, the CODM reviews several key metrics, which include net income or loss comprised of interest and dividends

earned on cash and investments held in Trust Account and general and administrative expenses.

Cash held in Trust Account

$ 145,338,085

$ 144,087,613

For the Three Months

Interest earned on cash held in Trust Account

General and administrative expenses

The key measure of segment profit or loss reviewed by the CODM is

net income or loss, which is comprised of interest and dividends earned on cash and investments held in Trust Account and general and

administrative expenses.

Net income or loss is reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital

is available to complete a Business Combination within the Completion Window.

The CODM reviews interest and dividends earned on cash and investments

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

Account funds while maintaining compliance with the trust agreement.

The CODM reviews general and administrative expenses to manage,

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

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred

after the balance sheet date up to the date that the unaudited condensed financial statements were issued.

Based upon this review, the

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

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