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Item 1. Financial Statements

2026-08-12 compared with 2026-05-13 · 345 added, 325 removed, 479 unchanged (58% of the section changed)

19 unchanged sentences

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

14,375,000 shares subject to possible redemption at $ 10.20 and $ 10.02 per share as of June 30, 2026 and December 31, 2025, respectively

Shareholders' deficit

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LEAPFROG ACQUISITION CORPORATION

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED STATEMENTS OF OPERATIONS

General and administrative expenses

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Interest earned on cash held in Trust Account

Net income (loss)

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

Basic and diluted net income per share, redeemable ordinary shares

Basic and diluted net income (loss) 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

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

The accompanying notes are an integral part of

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LEAPFROG ACQUISITION CORPORATION

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Class A Ordinary

Class B Ordinary

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

For the Three and Six Months Ended June 30, 2026

Ordinary Shares

Shareholders'

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( 3,852,069 )

Subsequent remeasurement of ordinary shares subject to possible redemption

( 1,259,745 )

Balance – June 30, 2026

$ ( 3,987,096 )

$ ( 3,986,570 )

For the Period from June

20, 2025 (Inception) through June 30, 2025

Ordinary Shares

Shareholders'

Balance – June 20, 2025 (inception)

Balance – June 30, 2025

The accompanying notes are an integral part of

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LEAPFROG ACQUISITION CORPORATION

CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED STATEMENTS OF CASH FLOWS

Cash flows from operating activities:

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

Net income (loss)

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

Interest earned on cash held in Trust Account

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Cash - end of period

Supplemental disclosure of noncash financing activities:

Deferred offering costs included in accrued expenses

The accompanying notes are an integral part of

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NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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”).

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

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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

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

All activity for the period from June 20, 2025 (inception) through June 30, 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

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

The registration statement for the Company’s Initial Public

Offering was declared effective on December 4, 2025.

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

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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.

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.

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

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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.

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

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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 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

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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

section of the Company’s condensed balance sheets.

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.

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

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

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Going Concern Consideration

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.

As of June 30, 2026, the Company had $ 924,963 in its operating bank

account and a working capital surplus of $ 1,004,716 .

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

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

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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

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 and six months ended June 30,

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

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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

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.

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

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

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.

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 periods.

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.

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,

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 $ 924,963 and $ 1,395,995 in cash as of June 30, 2026 and

December 31, 2025, respectively.

The Company had no cash equivalents as of June 30, 2026 or December 31, 2025.

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

At June 30, 2026 and December 31, 2025, the cash

held in the Trust Account amounted to $ 146,597,830 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.

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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.

The Company complies with the

requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin 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

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These tiers include:

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.

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.

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

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There were no unrecognized tax benefits and

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

no amounts accrued for interest and penalties as of June 30, 2026 or December 31, 2025.

The Company is currently not aware of any issues

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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

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 June 30, 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

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Subsequent remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, March 31, 2026

Ordinary shares subject to possible redemption, June 30,

$ 146,597,830

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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

Accordingly, the Company evaluated and classified the warrant instruments under

equity treatment at their assigned value.

As of June 30, 2026 and December 31, 2025, there were 7,187,500 Public Warrants

and 236,250 Private Placement Warrants outstanding.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of

FASB ASC Topic 260, “Earnings Per Share.” The condensed statements of operations include a presentation of income (loss) per

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

In order to determine

the net income (loss) 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 (loss) is calculated using the total

net income (loss) less any dividends paid.

The Company then allocated the undistributed income (loss) ratably based on the weighted average

number of shares outstanding between the redeemable and non-redeemable shares.

The calculation of diluted net income (loss) 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 June 30, 2026 and December 31, 2025, 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):

As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary

share for the periods presented.

The following table reflects the calculation of basic and diluted net

income (loss) per ordinary share (in dollars, except per share amounts):

For the Three Months Ended

March 31, 2026

June 30, 2026

For the Period from June 20, 2025

(Inception) through June 30, 2025

Non-Redeemable

Weighted-average shares outstanding

Ownership percentage

Allocation of net income

Allocation of net income (loss)

Denominators:

Weighted-average shares outstanding

Basic and diluted net income per share

Basic and diluted net income (loss) per share

For the Six Months Ended

June 30, 2026

For the Period from June 20, 2025

(Inception) through June 30, 2025

Non-Redeemable

Weighted-average shares outstanding

Ownership percentage

Allocation of net income (loss)

Denominators:

Weighted-average shares outstanding

Basic and diluted net income (loss) 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.

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

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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.

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

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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.

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 saleable 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;

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 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;

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);

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 agreements.

Note 5 — Related Party Transactions

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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 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.

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 subject to certain transfer restrictions;

the Founder Shares are entitled to registration rights.

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(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

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’

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(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.

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.

The Founder Shares will automatically convert into Class A ordinary

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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

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

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

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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

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.

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,

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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.

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.

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 support.

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 and six months ended June 30, 2026, the Company incurred $ 30,000 and $ 60,000 in fees for these services, respectively,

with related amounts of $ 33,103 and $ 7,500 included in due to Sponsor in the accompanying condensed balance sheets as of June 30, 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

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

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

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

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

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is no longer available to be drawn upon.

As of June 30, 2026 and December 31, 2025, the Company had $ 0 outstanding under the Promissory

Due to Related Party

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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

the Founder Shares and $ 1,000 was transferred to the Promissory Note, resulting in no balances due to related party as of June 30, 2026

or December 31, 2025.

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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.

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.

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

Note 6 — Commitments and Contingencies

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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.

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

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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 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,

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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

Continuing 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 volatility.

These events may disrupt supply chains, increase cyber threats and

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may raise business costs and reduce margins.

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

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

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

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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

As of June 30, 2026 and December 31, 2025, there were no preference shares

issued or outstanding.

1 unchanged sentence

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,

As of June 30, 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.

3 unchanged sentences

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,

As of June 30,

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

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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

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).

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of residence of the holder.

Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of

Class A ordinary shares.

Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class

A ordinary shares.

This means only a whole warrant may be exercised at a given time by a warrant holder.

No fractional warrants

will be issued upon separation of the units and only whole warrants will trade.

Accordingly, unless warrant holders purchase at least

two units, holders will not be able to receive or trade a whole warrant.

The warrants will expire five years after the completion of

the initial Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary

shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement

under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating

thereto is current, 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.

No fractional warrants will be

issued upon separation of the units and only whole warrants will trade.

Accordingly, unless warrant holders purchase at least two units,

holders will not be able to receive or trade a whole warrant.

The warrants will expire five years after the completion of the initial

Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares

pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under

the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto

is current, 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 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.

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

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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.

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.

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

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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

the instruments are 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.

to the Company’s own ordinary shares, among other conditions for equity classification.

Pursuant to such evaluation, both the Public

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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:

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

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ASC Topic 280, “Segment Reporting,” establishes standards

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

for companies to report in their financial statements 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.

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

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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.

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

of segment assets is reported on the condensed balance sheets as total assets, consisting primarily of cash and cash held in Trust Account.

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

Cash held in Trust Account

1 unchanged sentence

$ 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.

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

income or loss, which is comprised of interest earned on cash held in Trust Account 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 earned on cash 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

after the condensed balance sheets 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 statements.

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

What changed 10-Q

Item 1. Financial Statements