Lake Superior Acquisition Corp 10-Q

Item 1. Financial Statements LAKE SUPERIOR ACQUISITION CORP. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS June 30, December 31, 2026 2025 Assets (Unaudited) (Audited) Cash $ 135,803 $ 485,927 Prepaid expenses 49,750 74,250 Total current assets 185,553 560,177 Investments held in Trust Account 118,084,160 116,026,206 Total Assets $ 118,269,713 $ 116,586,383 Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Deficit Due to related party $ 44,514 $ — Due to related party- administrative fee 87,742 27,742 Accounts payable and accrued expenses 95,797 6,193 Promissory note - related party 94,360 94,360 Total current liabilities 322,413 128,295 Deferred underwriting fee payable 4,600,000 4,600,000 Total Liabilities 4,922,413 4,728,295 Commitments and Contingencies (Note 6) Class A ordinary shares, no par value; 200,000,000 shares authorized; 11,500,000 shares subject to possible redemption at redemption value of $ 10.27 and 10.09 per share as of June 30, 2026 and December 31, 2025, respectively 118,084,160 116,026,206 Shareholders’ Deficit: Preference shares, no par value; 5,000,000 shares authorized; none issued and outstanding — — Class A ordinary shares, no par value; 200,000,000 shares authorized; 360,000 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption) — — Class B ordinary shares, no par value; 10,000,000 shares authorized; 3,833,333 shares issued and outstanding — — Additional paid-in capital — — Accumulated deficit ( 4,736,860 ) ( 4,168,118 ) Total shareholders’ deficit ( 4,736,860 ) ( 4,168,118 ) Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 118,269,713 $ 116,586,383 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 1 Table of Contents LAKE SUPERIOR ACQUISITION CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 General and administrative expenses $ 182,522 $ 61,535 $ 568,742 $ 109,799 Loss from Operations ( 182,522 ) ( 61,535 ) ( 568,742 ) ( 109,799 ) Other income: Interest earned on investments held in Trust Account 1,035,500 — 2,057,954 — Income (loss) before income taxes 852,978 ( 61,535 ) 1,489,212 ( 109,799 ) Income taxes provision — — — — Net Income (Loss) $ 852,978 $ ( 61,535 ) $ 1,489,212 $ ( 109,799 ) Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 11,500,000 — 11,500,000 — Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.05 — 0.09 — Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares 4,193,333 3,333,333 (1) 4,193,333 3,333,333 (1) Basic and diluted net income (loss) per share, non-redeemable Class A and Class B ordinary shares $ 0.05 $ ( 0.02 ) $ 0.09 $ ( 0.03 ) (1) Excludes an aggregate of up to 500,000 shares of Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). Class B ordinary shares have been retroactively adjusted to reflect the cancellation of Founder shares (as defined in Note 5), which allowed the Sponsor to reduce the purchase of Class B ordinary shares from 5,750,000 to 3,833,333 shares for $25,000, including an aggregate of up to 500,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). As a result of the underwriter full exercise of its over-allotment option to purchase 1,500,000 units on October 8, 2025, no shares were subject to forfeiture. The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 2 Table of Contents LAKE SUPERIOR ACQUISITION CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 Ordinary Shares Additional Total Class A Class B (1) Paid-in Accumulated shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance as of December 31, 2025 360,000 $ — 3,833,333 $ — $ — $ ( 4,168,118 ) $ ( 4,168,118 ) Subsequent measurement of ordinary shares subject to redemption (interest earned on investments held in Trust Account) — — — — — ( 1,022,454 ) ( 1,022,454 ) Net income — — — — — 636,234 636,234 Balance as of March 31, 2026 360,000 $ — 3,833,333 $ — $ — $ ( 4,554,338 ) $ ( 4,554,338 ) Subsequent measurement of ordinary shares subject to redemption (interest earned on investments held in Trust Account) — — — — — ( 1,035,500 ) ( 1,035,500 ) Net income — — — — — 852,978 852,978 Balance as of June 30, 2026 360,000 $ — 3,833,333 $ — $ — $ ( 4,736,860 ) $ ( 4,736,860 ) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 Ordinary Shares Additional Total Class A Class B (1) Paid-in Accumulated shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance as of December 31, 2025 — $ — 3,833,333 $ — $ 25,000 $ ( 62,691 ) $ ( 37,691 ) Net loss — — — — — ( 48,264 ) ( 48,264 ) Balance as of March 31, 2025 — $ — 3,833,333 $ — $ 25,000 $ ( 110,955 ) $ ( 85,955 ) Net income — — — — — ( 61,535 ) ( 61,535 ) Balance as of June 30, 2025 — $ — 3,833,333 $ — $ 25,000 $ ( 172,490 ) $ ( 147,490 ) (1) Class B ordinary shares have been retroactively adjusted to reflect the cancellation of Founder shares (as defined in Note 5), which allowed the Sponsor to reduce the purchase of Class B ordinary shares from 5,750,000 to 3,833,333 shares for $25,000, including an aggregate of up to 500,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). As a result of the underwriter full exercise of its over-allotment option to purchase 1,500,000 units on October 8, 2025, no shares were subject to forfeiture. The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 3 Table of Contents LAKE SUPERIOR ACQUISITION CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2026 2025 Cash Flows from Operating Activities: Net income (loss) $ 1,489,212 $ ( 109,799 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Payment of operating costs by related party 44,514 Interest earned on investments held in Trust Account ( 2,057,954 ) - Changes in operating assets and liabilities: - Prepaid expenses 24,500 - Accrued administrative expenses due to related party 60,000 - Accounts payable and accrued expenses 89,604 36,050 Net cash used in operating activities ( 350,124 ) ( 73,749 ) Cash Flows from Financing Activities: Payment of deferred offering costs - ( 68,119 ) Proceeds from promissory note- related party - 100,000 Repayment of related party advance - ( 7,045 ) Net cash provided by financing activities - 24,836 Net change in cash ( 350,124 ) ( 48,913 ) Cash, Beginning of period 485,927 129,309 Cash, End of the period $ 135,803 $ 80,396 Supplemental disclosure of non-cash financing activities: Remeasurement of Class A ordinary share to redemption value $ 2,057,954 $ — Deferred offering costs included in accrued expenses $ - $ 16,200 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 4 Table of Contents LAKE SUPERIOR ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operation Lake Superior Acquisition Corp. (the “Company”) is a blank check company incorporated as a British Virgin Island (“BVI”) business company on March 19, 2024. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, it is subject to all the risks associated with early stage and emerging growth companies. As of June 30, 2026, the Company had not commenced any operations. For the period from March 19, 2024 (inception) through June 30, 2026, the Company’s efforts have been limited to organizational activities as well as activities related to the Initial Public Offering (the “IPO”) as defined below, and subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a business combination, at the earliest. The Company will generate non-operating income in the form of dividends and/or interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Lake Superior Investments LLC (the “Sponsor”), a Delaware limited liability company. The registration statement for the Company’s IPO became effective on September 30, 2025. On October 8, 2025, the Company consummated the IPO of 11,500,000 units (the “Units”), including the full exercise of the over-allotment option of 1,500,000 Units granted to the underwriters. Each Unit consists of one Class A ordinary share, no par value per share and one right to receive one-seventh (1/7) of one Class A ordinary share upon the completion of the initial Business Combination. The Units were sold at an offering price of $ 10.00 per unit, generating gross proceeds of $ 115,000,000 , which is described in Note 3. Simultaneously with the closing of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 360,000 units (the “Private Placement Units”) to the Sponsor ( 245,000 Private Placement Units) and the underwriter ( 115,000 Private Placement Units), Cohen & Company Capital Markets (“CCM”), a division of Cohen & Company Securities, LLC, at a price of $ 10.00 per Private Placement Unit, generating total proceeds of $ 3,600,000 , which is described in Note 4. Transaction costs amounted to $ 7,370,254 consisting of $ 2,300,000 of cash underwriting fee which was paid in cash at the closing date of the IPO, $ 4,600,000 of deferred underwriting fee, and $ 470,254 of other offering costs. At the IPO date, cash of $ 649,760 was held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the IPO on October 8, 2025, an amount of $ 115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) which will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. 5 Table of Contents The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, if applicable). The Public Shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval in connection with a Business Combination, it receives a resolution of members under BVI law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the IPO in favor of approving a Business Combination and to waive redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated memorandum and articles of association provides 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination. The Company will have until 18 months from the closing of the IPO (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under BVI law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the initial amount held in the Trust Account ($ 10.00 ). 6 Table of Contents In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $ 10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination with Openmarkets Group Pty Ltd On January 23, 2026, the Company entered into a definitive Plan of Merger and Business Combination Agreement (the “Business Combination Agreement”) with Openmarkets Group Pty Ltd, an Australian proprietary limited company (“OMG”), and BMYG OMG Pty Ltd, an Australian proprietary limited company (the “Seller”) and such other persons who are contemplated to later join this Agreement as the “Purchaser” and “Merger Sub” therein, which are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Merger Agreement. Pursuant to the Business Combination Agreement, the Parties will cause the Company to be merged with Merger Sub, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and a wholly-owned subsidiary of Purchaser (the “Initial Merger”). As a result of the Initial Merger, (i) each issued and outstanding ordinary share of the Company will convert into the right to receive one ordinary share of the Purchaser (the “Purchaser Shares”); (ii) each unit of the Company shall convert into the right to receive one unit of the Purchaser, comprised of one Purchaser Share and one right to receive one-seventh of one Purchaser Share upon the Closing (each a “Purchaser Right”); and (iii) each right of the Company shall be converted into the right to receive one Purchaser Right. Following the Initial Merger, the Company and the Purchaser will cause the Company to liquidate, such that all assets of the Company are, or shall be, transferred to the Purchaser and all liabilities of the Company are, or shall be, assumed by the Purchaser (the “Liquidation”). Additionally, the Company will cause all of its contracts to be assigned to and assumed by the Purchaser. Following the Initial Merger, the Seller will contribute all of the issued and outstanding equity securities of OMG (the “OMG Shares”) to the Purchaser in exchange for approximately 30,000,000 Purchaser Shares (the “Exchange Consideration”), which shares shall have a deemed value of $ 10.00 per share for the purposes of all calculations and adjustments under the Business Combination Agreement, with such Exchange Consideration subject to adjustment based on OMG’s net indebtedness, working capital, and indemnification obligations following the Closing as detailed in the Business Combination Agreement (the “Acquisition Contribution and Exchange”). Further, in addition to the Exchange Consideration, up to an additional 70,000,000 Purchaser Shares may be paid to the Seller based on certain milestone following the Closing as detailed in the Business Combination Agreement (the “Milestone Shares”). The Initial Merger, the Acquisition Contribution and Exchange and the other transactions to be consummated under the Merger Agreement are collectively referred to as the “Business Combination.” The agreement may be terminated under customary circumstances, including mutual consent, failure to close by December 31, 2026, failure to obtain shareholder approval, uncured material breach, or issuance of a final governmental order prohibiting the transaction. Subsidiaries On February 4, 2026, Openmarkets Group International Limited (“OGIL”), a wholly owned subsidiary of the Company, was incorporated as an Australian public company. OMG Merger Sub Ltd. (“Merger Sub”), a wholly owned subsidiary of OGIL and a British Virgin Islands business company was formed on February 25, 2026. Both OGIL and Merger Sub were formed solely for the contemplated business combination and have no principal operations or revenue-generating activities. Going Concern Consideration As of June 30, 2026, the Company had $ 135,803 in cash and a working capital deficit of $ 136,860 . The Company currently has until April 8, 2027 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards “Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern”, management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, along with the need to receive additional financing, raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statement. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The unaudited condensed consolidated financial statements do not include any adjustments that might result from outcome of these uncertainties. 7 Table of Contents Risks and Uncertainties Various social and political circumstances in the U.S. and around the world (including tariffs, rising trade tensions between the U.S. and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. As a result of these circumstances and the ongoing geopolitical conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation These accompanying unaudited condensed consolidated financial statements are presented in U.S. Dollars have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financials included in the Form 10K filed with the SEC on February 11, 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 year ending December 31, 2026 or for any future interim 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 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. Principles of consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation. Use of Estimates In preparing these unaudited condensed consolidated financial statements in conformity with U.S. GAAP, the Company’s management makes 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 consolidated financial statements and the reported 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 consolidated 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. 8 Table of Contents 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 $ 135,803 and $ 485,927 in cash and none in cash equivalents as of June 30, 2026 and December 31, 2025, respectively. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. These securities are presented on the balance sheet at fair value at the end of each reporting period. Earnings on investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account is determined using available market information. During the three and six months ended June 30, 2026, interest earned on investments held in Trust Account amounted to $ 1,035,500 and $ 2,057,954 , respectively. There was no interest earned on investments held in Trust Account for both corresponding periods in 2025. As of June 30, 2026 and December 31, 2025, the Company had $ 118,084,160 and $ 116,026,206 , respectively, in investments held in the Trust Account comprised of money market funds that invest in U.S. government securities. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 . The Company has not experienced losses on these accounts as of June 30, 2026 and December 31, 2025. Offering Costs Associated with Initial Public Offering Offering costs were $ 7,370,254 , consisting of $ 2,300,000 underwriting commissions, 4,600,000 of deferred underwriting fee, and $ 470,254 of other offering costs that are directly related to the IPO and charged to shareholders’ deficit upon the completion of the IPO. The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs were allocated to the Public Rights issued in the IPO on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Rights were charged to shareholders’ equity, based on the classification of underlying financial instruments, upon the completion of the IPO. Related Party Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. 9 Table of Contents Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480). Class A ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) will be classified as temporary equity. At all other times, ordinary shares will be classified as stockholders’ equity. In accordance with ASC 480-10-S99, the Company classifies Class A ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. Given that the 11,500,000 ordinary shares sold as part of the Units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of Class A ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption 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, as of June 30, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of June 30, 2026, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Share Rights ( 4,830,000 ) Class A ordinary shares issuance costs ( 7,060,703 ) Plus: Remeasurement of carrying value to redemption value 12,916,909 Class A ordinary shares subject to possible redemption, December 31, 2025 $ 116,026,206 Plus: Remeasurement of carrying value to redemption value 2,057,954 Class A ordinary shares subject to possible redemption, June 30, 2026 $ 118,084,160 Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The Company has two outstanding classes of shares, which are referred to as redeemable ordinary shares and non-redeemable ordinary shares. Net income (loss) is shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the rights issued in connection with the IPO and the Private Units since the exercise of the rights is contingent upon the occurrence of future events. As of June 30, 2026 and 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company. 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. 10 Table of Contents The net income (loss) per share presented in the statements of operations is based on the following: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net income (loss) $ 852,978 $ ( 61,535 ) $ 1,489,212 $ ( 109,799 ) For the Three Months Ended June 30, 2026 2025 Redeemable Class A Ordinary Shares Non-redeemable Class A and Class B Ordinary Shares Redeemable Class A Ordinary Shares Non-redeemable Class A and Class B Ordinary Shares Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 625,058 $ 227,920 $ - $ ( 61,535 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 4,193,333 — 3,333,333 Basic and diluted net income (loss) per ordinary share $ 0.05 $ 0.05 $ - $ ( 0.02 ) For the Six Months Ended June 30, 2026 2025 Redeemable Class A Ordinary Shares Non-redeemable Class A and Class B Ordinary Shares Redeemable Class A Ordinary Shares Non-redeemable Class A and Class B Ordinary Shares Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 1,091,287 $ 397,925 $ - $ ( 109,799 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 4,193,333 — 3,333,333 Basic and diluted net income (loss) per ordinary share $ 0.09 $ 0.09 $ - $ ( 0.03 ) Rights Accounting The Company accounts for rights as either equity-classified or liability-classified instrument based on an assessment of the right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the rights meet all of the requirements for equity classification under ASC 815, including whether the rights are indexed to the Company’s own ordinary shares and whether the right holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of right issuance and as of each subsequent quarterly period end date while the rights are outstanding. For issued or modified rights that meet all of the criteria for equity classification, the rights are required to be recorded as a component of equity at the time of issuance. For issued or modified rights that do not meet all the criteria for equity classification, the rights are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the rights are recognized as a non-cash gain or loss on the statements of operations. As the rights issued upon the closing of the IPO and sale of Private Placement Units have met the criteria for equity classification under ASC 815, therefore, the rights are classified as equity; see Note 7 for detail description. 11 Table of Contents Income Taxes 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 statements 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 included 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 June 30, 2026 and 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. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the British Virgin Islands. In accordance with British Virgin Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered a British Virgin Islands business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Recent Accounting Pronouncements In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies the applicability of interim reporting guidance under ASC 270 and reorganizes interim disclosure requirements into a centralized framework. The amendments also introduce a disclosure principle requiring entities to disclose material events and changes occurring since the most recent annual reporting period. The guidance is effective for interim periods within fiscal years beginning after December 15, 2027 for public business entities, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2025-11 will have on its condensed consolidated financial statements and related disclosures. Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. Note 3 — Initial Public Offering On October 8, 2025, the Company sold 11,500,000 Units (including full exercise of the over-allotment option of 1,500,000 units), at a price of $ 10.00 per Unit. Each Unit consists of one Class A ordinary share with no par value and one-seventh (1/7) of one right (“Public Right”). Each Public Right will convert into one Class A ordinary share upon the consummation of a Business Combination. Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor and CCM purchased an aggregate of 245,000 Private Placement Units and 115,000 Private Placement Units, respectively, at a price of $ 10.00 per Private Placement Unit for an aggregate purchase price of $ 3,600,000 . Each Private Placement Unit consists of one ordinary share (“Private Share”) and one-seventh (1/7) of one right (“Private Right”). Each Private Right will convert into one ordinary share upon the consummation of a Business Combination. The proceeds from the Private Placement Units were added to the proceeds from the IPO which were deposited in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will expire worthless. Private Placement Units and all underlying securities will not be transferable, assignable, or salable until the completion of a Business Combination, subject to certain exceptions. Note 5 — Related Party Transactions Founder Shares On September 9, 2024, the Company issued 5,750,000 shares Class B ordinary shares with no par value (the “Founder Shares”) to the Sponsor for an aggregated consideration of $ 25,000 , or approximately $ 0.0043 per ordinary share. In March 2025, the Sponsor reduced the purchase of ordinary shares which have been retroactively adjusted from 5,750,000 to 3,833,333 shares for $25,000, including an aggregate of up to 500,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters . As of June 30, 2026, there were 3,833,333 Founder Shares issued and outstanding; no shares are subject to forfeiture ss a result of the underwriter’s full excise of its over-allotment option on October 8, 2025. 12 Table of Contents Due to Related Party The Sponsor has provided funding to cover certain working capital costs for the Company. As of June 30, 2026 and December 31, 2025, $ 44,514 and $ 0 were outstanding, respectively. The amount is unsecured, interest-free and due on demand. Promissory Note — Related Party On September 18, 2024 and June 13, 2025, the Sponsor agreed to loan the Company up to an aggregate amount of $ 200,000 and $ 100,000 , respectively, to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Note”). Both notes were amended effective September 17, 2025, extending their respective due dates to September 17, 2026 . The Promissory Note is unsecured, interest-free and due on the earlier of: (i) September 17, 2026, or (ii) the date on which the Company closes the IPO, or (iii) the date on which the Company determines to not proceed with such offering. The loans were partially repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account. As of June 30, 2026 and December 31, 2025, $ 94,360 were outstanding under the Promissory Note, for both periods. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended 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 (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into units of the post business combination entity at a price of $ 10.00 per Unit at the option of the lender. The terms of Working Capital Loans by the Company’s officers and directors, 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, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an Administrative Services Agreement with the Sponsor commencing on the effective date of the registration statement of the initial public offering through the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation, to pay the Sponsor a total of $ 10,000 per month for office space and administrative and support services. The Company incurred $ 30,000 and $ 0 for the three months ended June 30, 2026 and 2025, respectively, and $ 60,000 and $ 0 for the six months ended June 30, 2026 and 2025, respectively. The Company accrued $ 87,742 and $ 27,742 as of June 30, 2026 and December 31, 2025, respectively. Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares issued and outstanding as of the effective date of the IPO, as well as the holders of the Private Placement Units, Class A Ordinary Shares and any units of the Company’s insiders, officers, directors or their affiliates may be issued upon conversion of working capital loans and extension loans made to the Company (and any shares of ordinary shares issuable upon conversion of the underlying the private placement rights), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the registration statement. The holders of a majority of these securities are entitled to make demands that the Company register such securities. Both the holders of the Founder Shares and the holders of the Private Placement Units as well as units issuable upon conversion of working capital loans made to the Company, if applicable, will have the ability to elect to exercise these registration rights at any time after the consummation of an initial business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company has granted the underwriter a 45-day option from the date of IPO to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriter fully excised its over-allotment option on October 8, 2025. The underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $ 2,300,000 , of which $ 1,150,000 were invested in the purchase of Private Placement Units, upon the closing of the IPO. In addition, the underwriter will be entitled to a deferred fee of up to $0.40 per Unit, or 4% of the gross proceeds of the offering , or up to $ 4,600,000 in the aggregate payable based on the funds available in the Trust Account after redemptions of Public Shares, solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The Company recorded the deferred underwriting fee payable in the balance sheet as of October 8, 2025, by referring to ASC 450 that deferred underwriter fees should be recognized upon the close of IPO if the Business Combination is probable of occurring, and the underwriter fee can be reasonably estimated. 13 Table of Contents Note 7 — Shareholders’ Deficit Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares with no 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 June 30, 2026 and December 31, 2025, there were no shares of preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares with no par value. Holders of Class A ordinary shares are entitled to one vote for each share. As of June 30, 2026 and December 31, 2025, there were 360,000 Class A ordinary shares issued or outstanding, excluding 11,500,000 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue a total of 10,000,000 Class B ordinary shares with no par value. Holders of Class B ordinary shares are entitled to one vote for each share. On September 9, 2024, the Company issued 5,750,000 shares Class B ordinary shares with no par value to the Sponsor for an aggregated consideration of $ 25,000 , or approximately $ 0.0043 per ordinary share. In March 2025, the Sponsor reduced the purchase of ordinary shares from 5,750,000 to 3,833,333 shares for $25,000 , including an aggregate of up to 500,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent approximately 25% of the outstanding shares upon completion of this offering. As of June 30, 2026 and December 31, 2025, there were 3,833,333 Class B ordinary shares issued and outstanding; no shares are subject to forfeiture as a result of the underwriter’s full exercise of its over-allotment option on October 8, 2025. Only holders of Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution 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, on an as-converted basis, 25 % of the sum of all ordinary shares issued and outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination. Rights — Each holder of a right will receive one share of Class A ordinary shares upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon conversion of the rights . No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit purchase price paid for by investors in the IPO. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per ordinary share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary shares basis and each holder of a right will be required to affirmatively covert its rights in order to receive one share underlying each right (without paying additional consideration). The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of ordinary shares underlying the rights. Note 8 — Fair Value Measurements The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. June 30, Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2026 (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account $ 118,084,160 $ 118,084,160 — — December 31, Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2025 (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account $ 116,026,206 $ 116,026,206 — — 14 Table of Contents Note 9 — Segment Information ASC Topic 280, “Segment Reporting,” establishes standards 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, or group, in deciding how to allocate resources and assess performance. The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in the accompanying financial statements. The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), 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 and reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources. 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 included in total assets, which include the following: For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 General and administrative expenses $ 182,522 $ 61,535 $ 568,742 $ 109,799 Interest earned on investments held in Trust Account $ 1,035,500 $ - $ 2,057,954 $ - The key measures of segment profit or loss reviewed by the CODM are general and administrative expenses and interest earned on investments held in Trust Account. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Interest earned on investments held in Trust Account are reviewed 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. Note 10 — Subsequent Events In accordance with ASC 855, “Subsequent Events”, the Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. 15 Table of Contents