What changed in this filing

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Item 9A. Controls and Procedures

2026-03-27 compared with 2025-03-26 · 1094 added, 1456 removed, 137 unchanged (95% of the section changed)

Controls and Procedures.

of Disclosure Controls and Procedures

Disclosure controls and procedures

are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to

be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief

Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions,

as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and

with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the

design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of

the fiscal year ended December 31, 2024.

Evaluation of Disclosure Controls and Procedures

controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under

the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s

rules and forms.

Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated

and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of

the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under

the Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective

as of December 31, 2025.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

Management’s Annual Report on Internal

Control over Financial Reporting

As required by SEC rules and

regulations implementing Section 404 of the Sarbanes-Oxley Act, our Management is responsible for establishing and maintaining adequate

internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets

of our Company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our Management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of

our internal control over financial reporting as of December 31, 2025.

In making these assessments, Management used the criteria set forth

by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, Management determined that we maintained effective internal control over financial reporting

as of December 31, 2025.

This Report does not include

a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered

public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

in Internal Control over Financial Reporting

Not applicable.

an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging

growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There have been no changes

to our internal control over financial reporting during the quarterly period ended December 31, 2025 that materially affected, or are

reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

the quarterly period ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange

Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,”

as each term is defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

and Executive Officers

of the date of this Report, our directors and officers are as follows:

the Board of Directors

Trading Arrangements

During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or t erminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Additional Information

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Not applicable.

Directors, Executive Officers and

Corporate Governance.

Directors and Executive Officers

As of the date of this Report,

our directors and officers are as follows:

Chairman of the Board of Directors

Chris Ehrlich

Chief Executive Officer

Chief Executive Officer and Director

Jurgen van de Vyver

Chief Financial Officer

experience of our directors and executive officers is as follows:

Gilbert , currently serves as our Director and has served as our Chairman of the Board since July 2024.

He is currently the General

Partner of Launchpad Capital, a financial services focused venture capital firm which he founded in 2020, and a senior advisor to Castle

Creek Capital.

He is currently also serving as an advisor to Launch Two Acquisition Corp.

Gilbert has over 25 years

of global financial services and technology expertise as an entrepreneur, investor and advisor.

His public company exits include Eventbrite

Gilbert has extensive SPAC experience as a Board member, executive and Sponsor investor.

He was previously President,

Chief Executive and Director of FTAC Olympus Acquisition Corp.

The experience of our directors

and executive officers is as follows:

has served as our Chairman of the Board since July 2024.

He is currently the General Partner of Launchpad Capital, a financial services

focused venture capital firm which he founded in 2020, and a senior advisor to Castle Creek Capital.

He is currently also serving as an

advisor to Launch Two Acquisition Corp.

Gilbert has over 25 years of global financial services and technology

expertise as an entrepreneur, investor and advisor.

His public company exits include Eventbrite and Square.

Gilbert has extensive

SPAC experience as a Board member, executive and Sponsor investor.

He was previously President, Chief Executive and Director of FTAC Olympus

Acquisition Corp.

which merged with Payoneer Inc.

He was an advisor

to the Sponsor of Phoenix Biotech Acquisition Corp.

He was an advisor to the Sponsor of Phoenix Biotech Acquisition Corp.

which successfully merged with CERo Therapeutics (Nasdaq:

CERO), Newcourt

Acquisition Corp.

which merged with Psyence Biomedical (Nasdaq:

PBM) and Locust Walk Acquisition Corp which merged with eFFECTOR

Therapeutics, Inc.

From 2016 to 2021, Mr.

Gilbert was a founding General Partner of Propel Venture

Partners Fund 1, a venture capital fund backed by BBVA Group, and currently serves on the board of directors of Guideline, Inc.

As entrepreneur-in-residence

at venture capital firm Venrock, Mr.

CERO), Newcourt Acquisition Corp.

which merged with Psyence Biomedical

PBM) and Locust Walk Acquisition Corp which merged with eFFECTOR Therapeutics, Inc.

Gilbert was a founding General Partner of Propel Venture Partners Fund 1, a venture capital fund backed by

BBVA Group, and currently serves on the board of directors of Guideline, Inc.

As entrepreneur-in-residence at venture capital firm Venrock,

Gilbert co-founded BillFloat Inc.

(dba SmartBiz Loans), a small business lending marketplace,

and served as the chief executive officer from 2009 to 2016, and executive chairman from 2016 to 2022.

(dba SmartBiz Loans), a small business lending marketplace, and served as the chief executive

officer from 2009 to 2016, and executive chairman from 2016 to 2022.

Since 2008, Mr.

Gilbert has been

an independent director of River City Bank, a community bank based in Sacramento, CA.

He co-founded and served as Chief Executive

Officer of real estate payments company PropertyBridge from 2003 to 2007 when it was acquired by MoneyGram International.

graduated from the University of the Witwatersrand in Johannesburg, South Africa, and is an inactive member of the State Bar of California.

He is well-qualified to serve as a director due to his extensive investment, industry and operational experience.

Ehrlich has been our Chief Executive Officer since inception and has served as a member of our Board of Directors since

He is currently the Chief Executive Officer of CERo Therapeutics Holdings (NASD:

CERO) which merged with Phoenix

Biotech Acquisition Corp (Nasdaq:

PBAX) in February of 2024.

He served as Chief Executive Officer and Board member of PBAX from

2021 to 2024.

He previously served as the Chief Executive Officer of Locust Walk Acquisition Corp.

(“LWAC”) from 2020 to

2022 when it merged with eFFECTOR Therapeutics, Inc.

Ehrlich currently serves on the Board of Directors

of Prostate Management Diagnostics since 2012.

He was a Senior Managing Director at Locust Walk, a Life Sciences transaction firm,

where he worked from 2013 to 2021.

In that capacity, he served as the Global Head of Biotechnology and Head of Strategic Transactions.

Ehrlich has been involved with sourcing and leading multiple transactions for emerging biopharmaceutical companies, including

the sale of Xyphos Biosciences, Inc.

to Astellas in 2019 and the sale of Thar Pharmaceuticals to Grunenthal in 2018.

Prior to Locust

Walk, he was a Managing Director at InterWest Partners, a venture capital firm.

As a General Partner, he served on the boards of KAI

Pharmaceuticals, a privately held pharmaceutical company (acquired by Amgen in 2012), Biomimetic Therapeutics, Inc., a biotechnology

company (acquired by Wright Medical Technologies in 2013), Invuity, Inc., a medical technology company acquired by Stryker in 2018) and

Xenon Pharmaceuticals, a biopharmaceutical company (Nasdaq:

He is currently the Principal of Ehrlich Bioventures, LLC, a

consultancy working with emerging biopharma companies.

He is also a registered representative with FINRA, holding his Series 79,

63 and 24 licenses.

Gilbert has been an independent director

of River City Bank, a community bank based in Sacramento, CA.

He co-founded and served as Chief Executive Officer of real estate

payments company PropertyBridge from 2003 to 2007 when it was acquired by MoneyGram International.

Gilbert graduated from the

University of the Witwatersrand in Johannesburg, South Africa, and is an inactive member of the State Bar of California.

He is well-qualified

to serve as a director due to his extensive investment, industry and operational experience.

Chris Ehrlich has

been our Chief Executive Officer since inception and has served as a member of our Board of Directors since July 2024.

He is currently

the Chief Executive Officer of CERo Therapeutics Holdings (NASD:

CERO) which merged with Phoenix Biotech Acquisition Corp (Nasdaq:

in February of 2024.

He served as Chief Executive Officer and Board member of PBAX from 2021 to 2024.

He previously served as the Chief

Executive Officer of Locust Walk Acquisition Corp.

(“LWAC”) from 2020 to 2022 when it merged with eFFECTOR Therapeutics, Inc.

Ehrlich currently serves on the Board of Directors of Prostate Management Diagnostics since 2012.

was a Senior Managing Director at Locust Walk, a Life Sciences transaction firm, where he worked from 2013 to 2021.

In that capacity,

he served as the Global Head of Biotechnology and Head of Strategic Transactions.

Ehrlich has been involved with sourcing and

leading multiple transactions for emerging biopharmaceutical companies, including the sale of Xyphos Biosciences, Inc.

to Astellas in

2019 and the sale of Thar Pharmaceuticals to Grunenthal in 2018.

Prior to Locust Walk, he was a Managing Director at InterWest Partners,

a venture capital firm.

As a General Partner, he served on the boards of KAI Pharmaceuticals, a privately held pharmaceutical company

(acquired by Amgen in 2012), Biomimetic Therapeutics, Inc., a biotechnology company (acquired by Wright Medical Technologies in 2013),

Invuity, Inc., a medical technology company acquired by Stryker in 2018) and Xenon Pharmaceuticals, a biopharmaceutical company (Nasdaq:

He is currently the Principal of Ehrlich Bioventures, LLC, a consultancy working with emerging biopharma companies.

He is also a registered

representative with FINRA, holding his Series 79, 63 and 24 licenses.

Ehrlich has a B.A.

in Government from Dartmouth College and a M.B.A.

from the Kellogg Graduate School of

Management at Northwestern University.

He is well-qualified to serve as a director due to his extensive industry, business and operational

van de Vyver has served as our Chief Financial Officer since inception.

He has been with Launchpad Capital since May 2021,

where he, as a Partner, co-leads early-stage fintech investments and manages the firm’s finance and business operations.

currently also serving as Chief Financial Officer of Launch Two Acquisition Corp.

He served as the Chief Financial

Officer of Newcourt Acquisition Corp (Nasdaq:

NCAC) from June 2023 until January 2024, overseeing NCAC’s

merger with Psyence Biomedical (Nasdaq:

van de Vyver was the head of finance and operations at Propel Venture Partners,

a venture capital fund backed by BBVA Group, from 2017 to 2021.

van de Vyver also served as a consultant from 2015 to 2017 for

CrossCountry Consulting, where his clients included Lending Club (NYSE:

LC), Danaher (NYSE:

DHR) and Marriott Vacations Worldwide

van de Vyver is a Chartered Accountant (SA) and obtained his bachelor’s in accounting from Stellenbosch

University, South Africa in 2010 and his Honors degree in Accounting in 2011 from Stellenbosch University.

in Government from Dartmouth College

from the Kellogg Graduate School of Management at Northwestern University.

He is well-qualified to serve as a director due

to his extensive industry, business and operational experience.

Jurgen van de Vyver

has served as our Chief Financial Officer since inception.

He has been with Launchpad Capital since May 2021, where he, as

a Partner, co-leads early-stage fintech investments and manages the firm’s finance and business operations.

He is currently also

serving as Chief Financial Officer of Launch Two Acquisition Corp.

LPBB), Wen Acquisition Corp (Nasdaq:

WENN), and Launchpad

Cadenza Acquisition Corp I (Nasdaq:

LPCV) He served as the Chief Financial Officer of Newcourt Acquisition Corp (Nasdaq:

June 2023 until January 2024, overseeing NCAC’s merger with Psyence Biomedical (Nasdaq:

was the head of finance and operations at Propel Venture Partners, a venture capital fund backed by BBVA Group, from 2017 to 2021.

de Vyver also served as a consultant from 2015 to 2017 for CrossCountry Consulting, where his clients included Lending Club (NYSE:

Danaher (NYSE:

DHR) and Marriott Vacations Worldwide Corp (NYSE:

van de Vyver is a Chartered Accountant (SA)

and obtained his bachelor’s in accounting from Stellenbosch University, South Africa in 2010 and his Honors degree in Accounting

in 2011 from Stellenbosch University.

served as one of our directors since July 2024.

He is currently a member of the board of directors of CERo Therapeutics Holdings (Nasdaq:

and the former Chairman of Phoenix Biotech Acquisition Corp.

PBAX), which merged with Cero in February 2024.

serves as a Managing Director for Versant Ventures, a healthcare-focused venture capital firm that he co-founded in 1999, but

ceased actively participating as an investor principal in 2014.

Atwood co-founded Cell Design Labs, Inc., a biotechnology

company focused on developing human cell engineering technology for the treatment of multiple diseases, including cancer, where he served

as President and Chief Executive Officer until 2018, when it was acquired by Gilead Sciences.

Atwood served on the board of directors

of Atreca, Inc.

BCEL), where he was Chairman.

Atwood served as Chief Executive Officer of CERo Therapeutics Holdings from February

to October 2024, and is currently a member of the Board of Directors of CERo.

Atwood serves as a Managing Director for Versant

Ventures, a healthcare-focused venture capital firm that he co-founded in 1999, but ceased actively participating as an investor

principal in 2014.

Atwood co-founded Cell Design Labs, Inc., a biotechnology company focused on developing human

cell engineering technology for the treatment of multiple diseases, including cancer, where he served as President and Chief Executive

Officer until 2018, when it was acquired by Gilead Sciences.

Atwood served on the board of directors of Atreca, Inc.

where he was Chairman.

He also served on the board of directors of Immune Design Corp.

until 2016, Veracyte, Inc., as its Chairman from its founding in 2008 until 2016, OpGen Inc., from 2007 until 2017, Five Prime Therapeutics,

as its Chairman from 2002 until 2016, Cadence Pharmaceuticals, Inc.

from 2006 until its acquisition in 2014, Helicos Biosciences

from 2003 until 2011, Pharmion Corporation from 2000 until its acquisition in 2008, Trius Therapeutics, Inc.

from 2007 until its acquisition

in 2013 and Locust Walk Acquisition Corporation as its Chairman from January 2021 until the consummation of its business combination

in August 2021, in addition to several other public and private companies during his career in the biotechnology industry.

in Biological Sciences from the University of California, Irvine, a M.S.

in Ecology from the University of California, Davis,

from Harvard Business School.

He is well-qualified to serve as a director because of his experience in the biotechnology

industry, his years of business and leadership experience and his financial sophistication and expertise.

Ferguson, Ph.D.

from 2008 until 2016, Veracyte, Inc., as its Chairman

from its founding in 2008 until 2016, OpGen Inc., from 2007 until 2017, Five Prime Therapeutics, as its Chairman from 2002 until 2016,

Cadence Pharmaceuticals, Inc.

from 2006 until its acquisition in 2014, Helicos Biosciences from 2003 until 2011, Pharmion Corporation

from 2000 until its acquisition in 2008, Trius Therapeutics, Inc.

from 2007 until its acquisition in 2013 and Locust Walk Acquisition

Corporation as its Chairman from January 2021 until the consummation of its business combination in August 2021, in addition

to several other public and private companies during his career in the biotechnology industry.

Atwood holds a B.S.

in Biological

Sciences from the University of California, Irvine, a M.S.

in Ecology from the University of California, Davis, and a M.B.A.

Business School.

He is well-qualified to serve as a director because of his experience in the biotechnology industry, his years of

business and leadership experience and his financial sophistication and expertise.

has served as one of our directors since July 2024.

Ferguson is currently a Managing Director at

Panorama Capital, a technology and life sciences investment firm, which he co-founded in 2006.

Prior to co-founding Panorama Capital,

Ferguson served as a Managing Director at JPMorgan Partners, a private equity firm, from 2001 to 2006.

From 1999 to 2001, he was

a Partner at InterWest Partners, a venture capital firm.

Prior to InterWest Partners, he held a variety of positions at Genentech, Inc.,

a then publicly traded biotechnology company, from 1988 to 1999, including Senior Director of Business and Corporate Development.

to Genentech, Inc., Dr.

Ferguson is currently a Managing Director at Panorama Capital,

a technology and life sciences investment firm, which he co-founded in 2006.

Prior to co-founding Panorama Capital, Dr.

Ferguson served

as a Managing Director at JPMorgan Partners, a private equity firm, from 2001 to 2006.

From 1999 to 2001, he was a Partner at InterWest

Partners, a venture capital firm.

Prior to InterWest Partners, he held a variety of positions at Genentech, Inc., a then publicly traded

biotechnology company, from 1988 to 1999, including Senior Director of Business and Corporate Development.

Prior to Genentech, Inc., Dr.

Ferguson was an Associate at the law firm of McCutchen, Doyle, Brown & Enersen LLP.

Ferguson received

with honors in Biochemistry from the University of Illinois, a Ph.D.

in Biochemistry from the State University of New York at

Buffalo and a J.D., cum laude, from Northwestern University.

He is well-qualified to serve as a director because of his experience in

investment banking and in financing pharmaceutical companies.

Ferguson received a B.S.

with honors in Biochemistry

from the University of Illinois, a Ph.D.

in Biochemistry from the State University of New York at Buffalo and a J.D., cum laude, from

Northwestern University.

He is well-qualified to serve as a director because of his experience in investment banking and in financing

pharmaceutical companies.

Risa Stack, Ph.D.

has served as one of our directors since July 2024.

Since May 2022 Dr.

Stack has been a Partner at The Production

Board, a company investing in technology businesses across life sciences, agriculture, and software.

From May 2022 to March 2025, Dr.

Stack was a Partner at The Production Board,

a company investing in technology businesses across life sciences, agriculture, and software.

Previously, Dr.

Stack was a Venture

Partner at RA Capital, a private equity company focused on healthcare and biotechnologies, from September 2020 to March 2022.

was a founder and served as Chairperson of Menlo Microsystems, Inc., and was a General Manager at General Electric from January 2013

to September 2018.

Stack was a Venture Partner

at RA Capital, a private equity company focused on healthcare and biotechnologies, from September 2020 to March 2022.

founder and served as Chairperson of Menlo Microsystems, Inc., and was a General Manager at General Electric from January 2013 to

September 2018.

Stack was a Partner at Kleiner Perkins from June 2003 to December 2012.

Prior to joining Kleiner Perkins,

she was a Principal at JP Morgan Partners from September 1996 to May 2003.

Stack served on the boards of

Trius Pharmaceuticals, (NASDAQ:TRUS) from March 2008 to June 2013, Metagenomi (NASDAQ MGX) from April 2022 to February 2024, and Corthera,

Prior to joining Kleiner Perkins, she

was a Principal at JP Morgan Partners from September 1996 to May 2003.

Stack served on the boards of Trius

Pharmaceuticals, (NASDAQ:TRUS) from March 2008 to June 2013, Metagenomi (NASDAQ MGX) from April 2022 to February 2024, and Corthera,

Inc., a biotechnology company (acquired by Novartis AG in 2009) from 2007 to 2009, in addition to many other private biotechnology companies.

5 unchanged sentences

extensive investment experience, knowledge of financial markets and expertise in personalized medicine, therapeutics and platform technology

Patel , our advisor, is currently a Managing Director at Cohen Circle, LLC and an advisor at Launchpad Capital.

He has over 25

years of global experience in financial services and capital markets as an executive, board member and investor.

His SPAC experience

includes being the Chief Operating Officer of FTAC Olympus Acquisition Corp.

Shami Patel ,

our advisor, is currently a Managing Director at Cohen Circle, LLC and an advisor at Launchpad Capital.

He has over 25 years of global

experience in financial services and capital markets as an executive, board member and investor.

His SPAC experience includes being the

Chief Operating Officer of FTAC Olympus Acquisition Corp.

which merged with Payoneer Inc.

PAYO) in February

2021, as an advisor to Phoenix Biotech Acquisition Corp., which merged with CERo Therapeutics Holdings, Inc.

CERO) in February

2024, as an advisor to Newcourt Acquisition Corp.

PAYO) in February 2021, as an advisor

to Phoenix Biotech Acquisition Corp., which merged with CERo Therapeutics Holdings, Inc.

CERO) in February 2024, as an advisor

to Newcourt Acquisition Corp.

which merged with Psyence Biomedical Ltd.

PBM) in January 2024, and as an

advisor to LWAC, which merged with eFFECTOR Therapeutics, Inc.

PBM) in January 2024, and as an advisor to LWAC, which

merged with eFFECTOR Therapeutics, Inc.

EFTR) in August 2021.

Patel was also active in origination,

due diligence and execution of SPACs as a Board of FinTech Acquisition Corp.

Patel was also active in origination, due diligence and execution

of SPACs as a Board of FinTech Acquisition Corp.

which merged with CardConnect LLC (NASDAQ:

CCN) in August

2016 and FinTech Acquisition Corp.

CCN) in August 2016 and FinTech Acquisition

II which merged with Intermex Holdings II, Inc.

in July 2018, and the merged company was renamed International

Money Express, Inc.

in July 2018, and the merged company was renamed International Money Express, Inc.

Patel served as a board observer of IMXI following its business combination, until March 2020.

He also served as an advisor to FinTech Acquisition Corp.

He also served as an

advisor to FinTech Acquisition Corp.

III which merged with Paya Holdings Inc.

PAYA) in October 2020 and

FinTech Acquisition Corp.

PAYA) in October 2020 and FinTech Acquisition Corp.

IV which merged with Perella Weinberg Partners (NASDAQ:

PWP) in June 2021.

Aside from his experience with special

purpose acquisition companies, from 2010 to 2015 Mr.

Patel served as the Vice Chairman of the board of directors and Chair of the compliance

committee of Golden Pacific Bancorp, Inc., which was acquired by SoFi Technologies (NASDAQ:

From 2012 to 2014, he served at Clean

Pacific Ventures Management, LLC, a venture capital firm specializing in early stage investments, as a venture partner.

a partner at, and served on the executive committee of, Hexagon Securities, LLC, a credit focused investment bank and securities firm

from 2010 to 2012.

From 2001 to August 2009, he served as Managing Director and Senior Partner at Cohen & Company, where he helped

launch Alesco Financial, Inc.

Aside from his experience with special purpose acquisition

companies, from 2010 to 2015 Mr.

Patel served as the Vice Chairman of the board of directors and Chair of the compliance committee of

Golden Pacific Bancorp, Inc., which was acquired by SoFi Technologies (NASDAQ:

From 2012 to 2014, he served at Clean Pacific Ventures

Management, LLC, a venture capital firm specializing in early stage investments, as a venture partner.

Patel was a partner at, and

served on the executive committee of, Hexagon Securities, LLC, a credit focused investment bank and securities firm from 2010 to 2012.

From 2001 to August 2009, he served as Managing Director and Senior Partner at Cohen & Company, where he helped launch Alesco Financial,

(NYSE:AFN), where he served as Chief Operating Officer and Chief Investment Officer from 2006 to 2009.

From 1999 to 2000, he served as Chief Financial Officer for TRM Corporation (NASDAQ:

From 1999 to 2000, he served

as Chief Financial Officer for TRM Corporation (NASDAQ:

TRMM), a consumer and financial services company.

Patel co-founded iATMglobal.net, a middleware software business where he served as Chief Executive Officer and which was

sold to NCR Corporation in 2001.

He served as Vice President of the West Coast Region for Sirrom Capital Corporation, a mezzanine finance

fund, from 1998 to 1999.

Prior to this he was in the business services group at Robertson Stephens, an investment banking firm from 1997

to 1998 and served as a strategy consultant in the energy group at Andersen Consulting (now known as Accenture plc) from 1991 to 1993.

Patel served on the Board of Visitors of Duke University School of Law from 2011 to 2023 and where he was a Senior Lecturing Fellow.

Patel received Juris Doctor with honors and Master of Business Administration from Duke University and Bachelor of Arts in Philosophy

and Economics from Trinity University.

Patel co-founded

iATMglobal.net, a middleware software business where he served as Chief Executive Officer and which was sold to NCR Corporation in 2001.

He served as Vice President of the West Coast Region for Sirrom Capital Corporation, a mezzanine finance fund, from 1998 to 1999.

to this he was in the business services group at Robertson Stephens, an investment banking firm from 1997 to 1998 and served as a strategy

consultant in the energy group at Andersen Consulting (now known as Accenture plc) from 1991 to 1993.

Patel served on the Board of

Visitors of Duke University School of Law from 2011 to 2023 and where he was a Senior Lecturing Fellow.

Patel received Juris Doctor

with honors and Master of Business Administration from Duke University and Bachelor of Arts in Philosophy and Economics from Trinity University.

Family Relationships

1 unchanged sentence

between any of our directors or executive officers.

in Certain Legal Proceedings

are no material proceedings to which any director or executive officer, or any associate of any such director or officer is a party adverse

to our Company, or has a material interest adverse to our Company.

and Terms of Office of Officers and Directors

Board of Directors consists of four members and is divided into three classes with only one class of directors being appointed in each

year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after

our first fiscal year end following our listing on Nasdaq.

term of office of the first class of directors, which consists of Messrs.

Ferguson and Atwood, will expire at our first annual general

The term of office of the second class of directors, which consists of Ms.

Involvement in Certain Legal Proceedings

There are no material proceedings to which any director or executive

officer has been involved in the last ten years that are material to an evaluation of the ability or integrity of any director or officer.

Number and Terms of Office of Officers and

Our Board of Directors consists

of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except

for those directors appointed prior to our first annual general meeting) serving a three-year term.

In accordance with Nasdaq corporate

governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following

our listing on Nasdaq.

The term of office of the

first class of directors, which consists of Messrs.

Ferguson and Atwood, will expire at our first annual general meeting.

office of the second class of directors, which consists of Ms.

Stack, will expire at the second annual general meeting.

The term of office of the third class of directors, which consists of Messrs.

Gilbert and Ehrlich, will expire at the third annual general

to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares are entitled to vote on the appointment

and removal of directors or continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required

to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer

by way of continuation in a jurisdiction outside the Cayman Islands).

Holders of our Public Shares will not be entitled to vote on such

matters during such time.

These provisions of our Amended and Restated Charter relating to these rights of holders of Class B Ordinary

Shares may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in

respect of the consummation of our initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled

to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms

Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Charter.

of the Board of Directors

The term of office

of the third class of directors, which consists of Messrs.

Gilbert and Ehrlich, will expire at the third annual general meeting.

Prior to the closing of our

initial Business Combination, only holders of our Class B Ordinary Shares are entitled to vote on the appointment and removal of

directors or continuing our Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our

constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation

in a jurisdiction outside the Cayman Islands).

Our Public Shareholders are not entitled to vote on such matters during such time.

provisions of our Amended and Restated Articles relating to these rights of holders of Class B Ordinary Shares may be amended by

a Special Resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation

of our initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or,

where proxies are allowed, by proxy at the applicable general meeting of the Company.

Our officers are appointed

by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office.

Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Articles.

Committees of the Board of Directors

Board of Directors has two standing committees:

the Audit Committee and a compensation committee (the “Compensation Committee”).

Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company

be comprised solely of independent directors.

the Audit Committee and the Compensation Committee.

Audit Committee

have established the Audit Committee of the Board of Directors.

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our Audit Committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the Audit

Committee, all of whom must be independent.

Under the Nasdaq Rules and applicable SEC rules, we are required to have three members of the Audit Committee, all

of whom must be independent.

Stack and Messrs.

Atwood and Ferguson are each independent.

Stack serves as the chairwoman of the Audit Committee.

Each member of the Audit Committee is financially literate and our Board of Directors

has determined that Ms.

Stack serves as the chairwoman

of the Audit Committee.

Each member of the Audit Committee is financially literate, and our Board of Directors has determined that Ms.

Stack qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including:

board oversight of (1) the integrity of our financial statement, (2) our compliance

with legal and regulatory requirements, (3) our independent registered public accounting

firm’s qualifications and independence, and (4) the performance of our internal

audit function and independent registered public accounting firm;

the appointment, compensation,

retention, replacement, and oversight of the work of the independent registered public accounting

firm and any other independent registered public accounting firm engaged by us;

● pre-approving all

audit and non-audit services to be provided by the independent registered public accounting

firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies

and procedures;

reviewing and discussing with the independent registered public accounting

firm all relationships the independent registered public accounting firm have with us in

order to evaluate their continued independence;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered public

accounting firm describing (1) the independent registered public accounting firm’s

internal quality-control procedures and (2) any material issues raised by the most

recent internal quality-control review, or peer review, of the independent registered

public accounting firm, or by any inquiry or investigation by governmental or professional

authorities, within the preceding five years respecting one or more independent audits

carried out by the firm and any steps taken to deal with such issues;

to review and discuss our annual audited financial statement and quarterly financial statement

with management and the independent registered public accounting firm, including reviewing

our specific disclosures under “Management’s Discussion and Analysis of Financial

Condition and Results of Operations”;

reviewing and approving any related party transaction

required to be disclosed pursuant to Item 404 of Regulation S-K promulgated

by the SEC prior to us entering into such transaction;

with management, the independent registered public accounting firm, and our legal advisors,

as appropriate, any legal, regulatory or compliance matters, including any correspondence

with regulators or government agencies and any employee complaints or published reports that

raise material issues regarding our financial statement or accounting policies and any significant

changes in accounting standards or rules promulgated by the Financial Accounting Standards

Board, the SEC or other regulatory authorities;

the Board and any other Board committees if the clawback provisions of Rule 10D-1 under the Exchange Act (the “SEC Clawback

Rule”) are triggered based upon a financial statement restatement or other financial statement change, with the assistance

of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule.

assisting board oversight of (1) the integrity of our financial statement, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm;

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

meeting to review and discuss our annual audited financial statement and quarterly financial statement with Management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statement or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities;

advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule;

implementing and overseeing our cybersecurity and information security policies, and periodically review the policies and managing potential cybersecurity incidents.

Compensation Committee

have established the Compensation Committee of our Board of Directors.

members of our Compensation Committee are Ms.

Stack and Messrs.

The members of our Compensation Committee are Ms.

Atwood and Ferguson.

Ferguson serves as chair of the Compensation

Under the Nasdaq listing standards and applicable SEC rules, we are required to have a Compensation Committee of at least

two members, all of whom must be independent.

Ferguson serves as chair of the Compensation Committee.

Under the Nasdaq Rules and applicable SEC

rules, we are required to have a Compensation Committee of at least two members, all of whom must be independent.

Stack and Messrs.

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have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our chief

executive officer’s compensation, evaluating our chief executive officer’s performance

in light of such goals and objectives and determining and approving the remuneration (if

any) of our chief executive officer’s based on such evaluation;

and making recommendations to our board of directors with respect to the compensation, and

any incentive compensation and equity based plans that are subject to board approval of all

of our other officers;

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit

arrangements for our executive officers and employees;

a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors;

the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial

statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy (as defined

below), with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject

to the SEC Clawback Rule.

charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation

Committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

do not have a standing nominating committee though we would form a corporate governance and nominating committee as and when required

to do so by law or Nasdaq rules.

In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may

recommend a director nominee for selection by our Board of Directors.

Our Board of Directors believes that the independent directors

can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing

nominating committee.

The directors who will participate in the consideration and recommendation of director nominees are Ms.

reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation;

reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;

reviewing our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting Management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors;

advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule.

Compensation Committee charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice

of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight

of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or

any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by Nasdaq

Director Nominations

We do not have a standing

nominating committee, though we would form a corporate governance and nominating committee as and when required to do so by law or the

Nasdaq Rules.

In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director

nominee for selection by our Board of Directors.

Our Board of Directors believes that the independent directors can satisfactorily carry

out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

The directors who participate in the consideration and recommendation of director nominees are Ms.

Stack and Messrs.

Atwood and Ferguson.

In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, all such directors are independent.

is no standing nominating committee, we do not have a nominating committee charter in place.

Board of Directors will also consider director candidates recommended for nomination by our shareholders during such times as they are

seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting).

Our shareholders that wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in

our Amended and Restated Charter.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of

professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent

the best interests of our shareholders.

Prior to our initial Business Combination, our Public Shareholders do not have the right to recommend

director candidates for nomination to our Board of Directors.

have adopted a Code of Business Conduct and Ethics, applicable to our directors, officers and employees (the “Code of Ethics”).

A copy of the Code of Ethics and the charters of the committees of our Board of Directors will be provided without charge upon request

If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or

grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer,

principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure

under applicable SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website.

The information

included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and

any references to our website are intended to be inactive textual references only.

foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions

of the Code of Ethics, a copy of which is attached hereto as Exhibit 14 and is incorporated herein by reference .

July 11, 2024, we adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities

by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations,

and applicable Nasdaq listing standards (the “Insider Trading Policy”).

As there is no standing nominating committee,

we do not have a nominating committee charter in place.

The Board of Directors also

consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to

stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting).

Our shareholders that

wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in our Amended and Restated

We have not formally established

any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying

and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge

of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Prior to our initial Business Combination, our Public Shareholders do not have the right to recommend director candidates for nomination

to our Board of Directors.

Code of Ethics

We have adopted the Code of

If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant

any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal

financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable

SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website.

The information included on our

website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references

to our website are intended to be inactive textual references only.

The foregoing description

of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics,

a copy of which is attached hereto as Exhibit 14.

Trading Policies

On July 11, 2024, we adopted the Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq Rules.

foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and

conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

Recovery and Clawback Policy

Under the Sarbanes-Oxley Act,

in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can

recoup those improper payments from our executive officers.

The SEC has also adopted the SEC Clawback Rule that directs national stock

exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have

misstated its financial results.

On July 11, 2024, our Board

of Directors approved the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), in order to comply

with the final Clawback rules adopted by the SEC under the Rule, and the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608 (the “Nasdaq

Clawback Rules”).

The Clawback Policy provides

for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined

in the SEC Clawback Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance

with the Nasdaq Clawback Rules.

The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct

or otherwise caused or contributed to the requirement of an accounting restatement.

Under the Clawback Policy, our Board of Directors

may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed

fiscal years preceding the date on which we are required to prepare an accounting restatement.

foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions

of the Clawback Policy, a copy of which is attached hereto as Exhibit 97 and is incorporated herein by reference.

conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.

Executive Compensation.

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Any such payments prior to an initial Business Combination are made from funds held outside the Trust Account.

quarterly Audit Committee review of such reimbursements, we do not have any additional controls in place governing our reimbursement

or payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities

on our behalf in connection with identifying and consummating an initial Business Combination.

quarterly Audit Committee review of such reimbursements, we do not have any additional controls in place governing our reimbursement or

payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our

behalf in connection with identifying and consummating an initial Business Combination.

are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors,

2 unchanged sentences

held outside the Trust Account:

of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related

and organizational expenses;

● reimbursement

for office space, utilities and secretarial and administrative support made available to

us by an affiliate of our sponsor, in an amount equal to $12,500 per month;

of consulting, success or finder fees to our independent directors, advisors, or their respective

affiliates in connection with the consummation of our initial business combination;

may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection

with our initial business combination and certain other transactions and pay such person

or entity a salary or fee in an amount that constitutes a market standard for comparable

transactions;

● Reimbursement

for any out-of-pocket expenses related to identifying, investigating, negotiating and completing

an initial business combination;

of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our

officers and directors to finance transaction costs in connection with an intended initial

business combination.

Up to $1,500,000 of such loans may be convertible into private placement

warrants of the post-business combination entity at a price of $1.00 per warrant at the option

of the lender.

Repayment of up to an aggregate of $340,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses pursuant to the IPO Promissory Note;

Reimbursement for office space, utilities and secretarial and administrative support made available to us by an affiliate of our Sponsor, in an amount equal to $12,500 per month, pursuant to the Administrative Services Agreement;

Payment of consulting, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation of our initial Business Combination;

We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;

Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination;

Repayment of any Working Capital Loans that may be made by our Sponsor, or an affiliate of our Sponsor, or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination.

Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender.

Such warrants would be identical to the Private Placement Warrants.

for the foregoing, the terms of such loans, if any, have not been determined and no written

agreements exist with respect to such loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting

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have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management.

It is unlikely the amount of such compensation will be known at the time of the proposed Business Combination, because the directors

of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation

to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either by a compensation

It is unlikely the amount of such compensation will be known at the time of the proposed Business Combination, because the directors of

the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation to

be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either by a compensation

committee constituted solely by independent directors or by a majority of the independent directors on our Board of Directors.

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Combination will be a determining factor in our decision to proceed with any potential Business Combination.

We are not party to any

agreements with our executive officers and directors that provide for benefits upon termination of employment.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

We are not party to any agreements

with our executive officers and directors that provide for benefits upon termination of employment.

Compensation Recovery and Clawback Policy

On July 11, 2024, our Board

of Directors approved the adoption of the Clawback Policy in order to comply with the SEC Clawback Rule, and the Nasdaq Rules, as set

forth in Nasdaq Listing Rule 5608, a copy of which is attached hereto as Exhibit 97 .

no time during the fiscal year covered by this Report were we required to prepare an accounting restatement that required recovery of

an erroneously awarded compensation pursuant to the Clawback Policy.

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth

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named below, with respect to the beneficial ownership of Ordinary Shares, by:

person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary

of our executive officers and directors that beneficially owns our Ordinary Shares;

our executive officers and directors as a group.

the table below, percentage ownership is based on 28,750,000 shares of our Ordinary Shares, consisting of (i) 23,000,000 Class A Ordinary

Shares and (ii) 5,750,000 Class B Ordinary Shares, issued and outstanding as of March 26, 2025.

On all matters to be voted upon, except

for (i) the appointment and removal of directors of the Board and (ii) a vote to continue our Company in a jurisdiction outside the Cayman

Islands, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required

by applicable law.

Only holders of Class B Ordinary Shares have the right to vote on the appointment and removal of directors prior to

the completion of our initial Business Combination and on a vote to continue our Company in a jurisdiction outside of the Cayman Islands.

Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis.

each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares;

each of our executive officers and directors that beneficially owns our Ordinary Shares;

all our executive officers and directors as a group.

In the table below, percentage

ownership is based on 28,750,000 shares of our Ordinary Shares, consisting of (i) 23,000,000 Class A Ordinary Shares and (ii) 5,750,000

Class B Ordinary Shares, issued and outstanding as of March 27, 2026.

On all matters to be voted upon, except for (i) the appointment

and removal of directors of the Board and (ii) continuing our Company in a jurisdiction outside the Cayman Islands, holders of the Class

A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law.

all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary

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as such Private Placement Warrants are not exercisable within 60 days of the date of this Report.

Ordinary Shares

and Address of Beneficial Owner (1)

One Sponsor LLC (2)(3)

van de Vyver (3)

executive officers, and directors as a group (6 individuals) (2)(3)

5% Shareholders

International Inc.

Financial LLC (5)

Capital Management, LLC (6)

Trust Merger Arbitrage Fund (7)

Partners LLP (8)

Mahoney Asset Management (9)

otherwise noted, the business address of each of the following entities or individuals is

c/o Launch One Acquisition Corp., 180 Grand Avenue, Suite 1530, Oakland CA 94612.

(2) Interests

shown consist solely of Founder Shares, classified as Class B Ordinary Shares.

shares will (unless otherwise provided in our initial Business Combination agreement) automatically

convert into Class A Ordinary Shares concurrently with or immediately following the

consummation of our initial Business Combination, and may be converted at any time prior

to our initial Business Combination, at the option of the holder, on a one-for-one basis,

subject to adjustment.

One Sponsor LLC, our Sponsor, is the record holder of such shares.

Ryan Gilbert is the sole

managing member of Launch One Sponsor LLC and holds voting and investment discretion with

respect to the ordinary shares held of record by the Sponsor.

Gilbert disclaims any beneficial

ownership of the securities held by the Sponsor other than to the extent of any pecuniary

interest he may have therein, directly or indirectly.

All of our officers and directors and

our advisor are members of our Sponsor.

Each such person disclaims any beneficial ownership

of the reported shares other than to the extent of any pecuniary interest they may have therein,

directly or indirectly.

(4) According

to a Schedule 13G/A filed with the SEC on February 10, 2025, by (i) MMCAP International Inc.

SPC, a Cayman Islands company (“MMCAP International”) and (ii) MM Asset Management

Inc., a company incorporated under the laws of Ontario, Canada (“MM Asset Management”).

The address of the principal business office of MMCAP International is c/o Mourant Governance

Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O.

Box 1348, Grand Cayman, KY1-1108,

Cayman Islands.

The address of the principal business office of MM Asset Management is 161

Bay Street, TD Canada Trust Tower Suite 2240, Toronto, ON M5J 2S1 Canada.

(5) According

to a Schedule 13G filed with the SEC on November 6, 2024, by (i) Magnetar Financial LLC,

a Delaware limited liability company (“Magnetar Financial”), (ii) Magnetar Capital

Partners LP, a limited partnership incorporated under the laws of Delaware (“Magnetar

Capital Partners”), (iii) Supernova Management LLC, a Delaware limited liability company

(“Supernova Management”), and (iv) David J.

Snyderman, a citizen of the United

States of America (“Mr.

The shares reported herein are held by Magnetar

Constellation Master Fund, Ltd (“Constellation Master Fund”), Magnetar Xing He

Master Fund Ltd (“Xing He Master Fund”), Magnetar SC Fund Ltd (“SC Fund”),

Purpose Alternative Credit Fund Ltd (“Purpose Credit Fund”), all Cayman Islands

exempted companies;

Magnetar Structured Credit Fund, LP (“Structured Credit Fund”)

a Delaware limited partnership;

Magnetar Alpha Star Fund LLC (“Alpha Star Fund”),

Magnetar Lake Credit Fund LLC (“Lake Credit Fund”), Purpose Alternative Credit

Fund - T LLC (“Purpose Credit Fund – T”), all Delaware limited liability

collectively (the “Magnetar Funds”).

Magnetar Financial serves as

the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting

and investment power over the Shares held for the Magnetar Funds’ accounts.

Capital Partners serves as the sole member and parent holding company of Magnetar Financial.

Class A Ordinary Shares

Class B Ordinary Shares

Approximate Percentage of

Name and Address of Beneficial Owner (1)

Launch One Sponsor LLC (2)(3)

Ryan Gilbert (3)

Chris Ehrlich (3)

Jurgen van de Vyver (3)

Brian Atwood (3)

Risa Stack (3)

All executive officers, and directors as a group (6 individuals) (2)(3)

Other 5% Shareholders

LMR Parties (4)

Magnetar Parties (5)

First Trust Parties (6)

Picton Mahoney Asset Management (7)

AQR Parties (8)

MMCAP Parties (9))

Mizuho Financial Group, Inc.

Berkley Parties (11)

Unless otherwise noted, the business address of each of the following entities or individuals is c/o Launch One Acquisition Corp., 180 Grand Avenue, Suite 1530, Oakland, California 94612.

Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares.

Such shares will (unless otherwise provided in our initial Business Combination agreement) automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination, and may be converted at any time prior to our initial Business Combination, at the option of the holder, on a one-for-one basis, subject to adjustment.

Launch One Sponsor LLC, our Sponsor, is the record holder of such Class B Ordinary Shares.

Ryan Gilbert is the sole managing member of Launch One Sponsor LLC and holds voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor.

Gilbert disclaims any beneficial ownership of the securities held by the Sponsor, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

All of our officers and directors and our advisor are members of our Sponsor.

Each such person disclaims any beneficial ownership of the reported Ordinary Shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

According to a Schedule 13G filed with the SEC on November 14, 2024 by (i) LMR Partners LLP, a United Kingdom limited liability partnership (“LMR”), (ii) LMR Partners Limited, a Hong Kong corporation (“LMR Limited”), (iii) LMR Partners LLC, a Delaware limited liability company (“LMR LLC”), (iv) LMR Partners AG, a Swiss corporation (“LMR AG”), (v) LMR Partners (DIFC) Limited, an United Arab Emirates corporation (“LMR DIFC”), (vi) LMR Partners (Ireland) Limited, a limited company incorporated in Ireland (“LMR Ireland”, collectively with LMR, LMR Limited, LMR LLC, LMR AG and LMR DIFC, the “LMR Investment Managers”), (vii) Ben Levine, a citizen of the United Kingdom (“Mr.

Levine”), and (viii) Stefan Renold, a citizen of Switzerland (“Mr.

Renold”, collectively with the LMR Investment Managers and Mr.

Levine, the “LMR Parties”).

The LMR Investment Managers serve as the investment managers to certain funds with respect to the Public Shares held by certain funds.

Levine and Renold are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds.

The principal business address of each of the LMR Parties is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.

According to a Schedule 13G filed with the SEC on November 6, 2024 by (i) Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”), (ii) Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), (iii) Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and (iv) David J.

Snyderman, a citizen of the United States (“Mr.

Snyderman”, collectively with Magnetar Financial, Magnetar Capital Partners and Supernova Management, the “Magnetar Parties”), in connection with Public Shares held for the following funds (collectively, the “Magnetar Funds”) (a) Magnetar Constellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund Ltd, Purpose Alternative Credit Fund Ltd, all Cayman Islands exempted companies and (b) Magnetar Structured Credit Fund, LP, a Delaware limited partnership and Magnetar Alpha Star Fund LLC, Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund - T LLC, all Delaware limited liability companies.

Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Public Shares held for the Magnetar Funds’ accounts.

Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial.

Supernova Management is the general partner of Magnetar Capital Partners.

The manager of

Supernova Management is Mr.

The address of the principal business office of each

of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr.

is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

(6) According

to a Schedule 13G/A filed with the SEC on February 14, 2025, by (i) AQR Capital Management,

LLC, a Delaware limited liability company (“AQR”), (ii) AQR Capital Management

Holdings, LLC, a Delaware limited liability company (“AQR Holdings”), (iii) AQR

Arbitrage, LLC, a Delaware limited liability company (collectively, with AQR and AQR Holdings

the “AQR Parties”).

The address of the principal business office for the AQR

Parties is One Greenwich Plaza, Greenwich, CT 06830.

(7) According

to a Schedule 13G filed with the SEC on November 14, 2024, by (i) First Trust Merger Arbitrage

Fund (“VARBX”), a series of Investment Managers Series Trust II, an investment

company registered under the Investment Company Act of 1940, (ii) First Trust Capital Management

(“FTCM”), an investment adviser registered with the SEC that provides investment

advisory services to, among others, (x) series of Investment Managers Series Trust II, an

investment company registered under the Investment Company Act of 1940, specifically First

Trust Multi-Strategy Fund and VARBX, (y) First Trust Alternative Opportunities Fund, an investment

company registered under the Investment Company Act of 1940, and (z) Highland Capital Management

Institutional Fund II, LLC, a Delaware limited liability company, (iii) First Trust Capital

Solutions L.P.

(“FTCS”), a Delaware limited partnership and control person of

FTCM, and (iv) FTCS Sub GP LLC (“Sub GP”), a Delaware limited liability company

and control person of FTCM.

The principal business address of FTCM, FTCS and Sub GP is 225

Wacker Drive, 21st Floor, Chicago, IL 60606.

The principal business address of VARBX is

235 West Galena Street, Milwaukee, WI 53212.

(8) According

to a Schedule 13G filed with the SEC on November 14, 2024, by (i) LMR Partners LLP, a United

Kingdom limited liability partnership, (ii) LMR Partners Limited, a Hong Kong corporation,

(iii) LMR Partners LLC, a Delaware limited liability company, (iv) LMR Partners AG, a Swiss

corporation, (v) LMR Partners (DIFC) Limited, a United Arab Emirates corporation, (vi) LMR

Partners (Ireland) Limited, a limited company incorporated in Ireland, (vii) Ben Levine,

a citizen of the United Kingdom, and (viii) Stefan Renold, a citizen of Switzerland.

Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC)

Limited and LMR Partners (Ireland) Limited (collectively, the “LMR Investment Managers”)

serve as the investment managers to certain funds holding the shares reported herein.

Levine and Stefan Renold are in control of the investment and voting decisions of the LMR

Investment Managers with respect to the securities held by such funds.

The address of the

principal business office for each of the LMR Investment Managers.

Ben Levine, and Stefan

Renold is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J

8AJ, United Kingdom.

(9) According

to a Schedule 13G/A filed with the SEC on February 10, 2025, by Picton Mahoney Asset Management,

a company incorporated under the laws of Ontario, Canada.

The address of the principal

business office of Picton Mahoney Asset Management is 33 Yonge Street, #320, Toronto, ON

Sponsor beneficially owns 20.00% of the issued and outstanding Ordinary Shares.

Only holders of Class B Ordinary Shares have the

right to appoint directors in any election held prior to or in connection with the completion of our initial Business Combination.

of our Public Shares do not have the right to appoint any directors to our Board of Directors prior to our initial Business Combination.

Because of this ownership block, our Sponsor may be able to effectively influence the outcome of all other matters requiring approval

by our shareholders, including amendments to our Amended and Restated Charter and approval of significant corporate transactions including

our initial Business Combination.

Authorized for Issuance under Equity Compensation Plans

Certain Relationships and Related Transactions, and Director Independence.

The manager of Supernova Management is Mr.

The principal business address of each of the Magnetar Parties is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201

According to a Schedule 13G filed with the SEC on November 14, 2024 by (i) First Trust Capital Management L.P.

(“FTCM”), (ii) First Trust Capital Solutions L.P.

(“FTCS”) and (iii) FTCS Sub GP LLC (“Sub GP” and collectively with FTCM and FTCS, the “First Trust Parties”).

FTCM is an investment adviser registered with the SEC that provides investment advisory services to, among others, (x) series of Investment Managers Series Trust II, an investment company registered under the Investment Company, specifically First Trust Multi-Strategy Fund and First Trust Merger Arbitrage Fund, (y) First Trust Alternative Opportunities Fund, an investment company registered under the Investment Company Act, and (z) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the “Client Accounts”).

FTCS is a Delaware limited partnership and control person of FTCM.

Sub GP is a Delaware limited liability company and control person of FTCM.

As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including the Public Shares) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any Public Shares held in the Client Accounts.

FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported in the Schedule 13G.

No one individual controls FTCS or Sub GP.

FTCS and Sub GP do not own any Public Shares for their own accounts.

The principal business address of each of the First Trust Parties is 225 W.

Wacker Drive, 21st Floor, Chicago, Illinous 60606.

According to a Schedule 13G filed with the SEC on October 17, 2024, by Picton Mahoney Asset Management, a company incorporated under the laws of Ontario, Canada (“Picton”).

The principal business address of Picton is 33 Yonge Street, #320, Toronto, ON M5E 1G4.

According to a Schedule 13G filed with the SEC on November 14, 2024 by (i) AQR Capital Management, LLC, a Delaware limited liability company (“AQR”), (ii) AQR Capital Management Holdings, LLC, a Delaware limited liability company (“AQR Holdings”), (iii) AQR Arbitrage, LLC, a Delaware limited liability company (collectively, with AQR and AQR Holdings, the “AQR Parties”).

The principal business address of each of the AQR Parties is One Greenwich Plaza, Suite 130, Greenwich, Connecticut 06830.

According to a Schedule 13G/A filed with the SEC on February 13, 2026, by (i) MMCAP International Inc.

SPC, a Cayman Islands company (“MMCAP International”) and (ii) MM Asset Management Inc., a company incorporated under the laws of Ontario, Canada (“MM Asset Management”, and together with MMCAO International, the “MMCAP Parties”).

The principal business address of MMCAP International is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O.

Box 1348, Grand Cayman, KY1-1108, Cayman Islands.

The principal business address of MM Asset Management is 161 Bay Street, TD Canada Trust Tower Suite 2240, Toronto, ON Canada M5J 2S1.

According to a Schedule 13G filed with the SEC on February 12, 2026, by Mizuho Financial Group, Inc.

Mizuho., Mizuho Bank, Ltd.

and Mizuho Americas LLC may be deemed to be indirect beneficial owners of Public Shares directly held by Mizuho Securities USA LLC, which is their wholly-owned subsidiary.

The principal business address of Mizuho is 1 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan.

According to a Schedule 13G filed with the SEC on February 10, 2026, by (i) W.

Berkley Corporation, a Delaware corporation (“W.R.

Berkley”) and (ii) Berkley Insurance Company, a Delaware company (“BIC” and together with W.R.

Berkley, the “Berkley Parties”).

The principal business address of the Berkley Parties is 475 Steamboat Road Greenwich, Connecticut 06830.

Securities Authorized for Issuance under Equity

Compensation Plans

Changes in Control

Certain Relationships and Related

Transactions, and Director Independence.

February 21, 2024, our Sponsor paid $25,000 to cover certain expenses on our behalf in consideration of 5,750,00 Founder Shares.

number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would

be a maximum of 23,000,000 Units if the underwriters’ over-allotment option was exercised in full, and therefore that such Founder

Shares would represent approximately 20% of the outstanding shares after the Initial Public Offering (not including the Class A Ordinary

Shares underlying the Private Placement Units).

Of the 5,750,000 Class B Ordinary Shares outstanding, up to 750,000 shares were subject

to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part.

On July 15, 2024,

the underwriters exercised the over-allotment option in full, so those 750,000 Class B Ordinary Shares are no longer subject to forfeiture.

to the Warrant Subscription Agreements, our Sponsor and Cantor purchased an aggregate of 6,000,000 Private Placement Warrants, at a price

of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,000,000 in the Private Placement that closed simultaneously

with our Initial Public Offering.

Each Private Placement Warrant entitles the holder thereof to purchase one Class A Ordinary Share

at $11.50 per share.

Of those 6,000,000 Private Placement Warrants, our Sponsor purchased 4,000,000 Private Placement Warrants, and Cantor

purchased 2,000,000 Private Placement Warrants.

The Private Placement Warrants are identical to the Public Warrants included as part

of the Units sold in our Initial Public Offering, subject to certain limited exceptions as described in this Report.

If we do not complete

our initial Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

The Private Placement

Warrants are subject to the transfer restrictions set forth in the Warrant Subscription Agreements.

to the Administrative Services Agreement, we currently utilize office space at 180 Grand Avenue, Suite 1530, Oakland CA 94612 from Launchpad

Capital Management Company LLC, an affiliate of our Sponsor.

We pay such Sponsor affiliate $12,500 per month for office space and secretarial

and administrative support services provided to members of our Management Team;

upon completion of our initial Business Combination or

our liquidation, we will cease paying these monthly fees.

As of December 31, 2024, we have paid $70,565 pursuant to the Administrative

Services Agreement.

of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum

of 23,000,000 Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent approximately

20% of the outstanding Ordinary Shares after the Initial Public Offering (not including the Class A Ordinary Shares underlying the Private

Placement Warrants).

Of the 5,750,000 Class B Ordinary Shares outstanding, up to 750,000 shares were subject to forfeiture to the extent

that the Over-Allotment Option was not exercised in full or in part.

On July 15, 2024, the Underwriters exercised the Over-Allotment Option

in full, so those 750,000 Class B Ordinary Shares are no longer subject to forfeiture.

to the Private Placement Warrants Purchase Agreements, our Sponsor and Cantor purchased an aggregate of 6,000,000 Private Placement Warrants,

at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,000,000 in the Private Placement.

Placement Warrant entitles the holder thereof to purchase one Class A Ordinary Share at $11.50 per share.

Of those 6,000,000 Private

Placement Warrants, our Sponsor purchased 4,000,000 Private Placement Warrants, and Cantor purchased 2,000,000 Private Placement Warrants.

The Private Placement Warrants are identical to the Public Warrants, subject to certain limited exceptions as described in the IPO Registration

If we do not complete our initial Business Combination within the Combination Period, the Private Placement Warrants will expire

The Private Placement Warrants are subject to the transfer restrictions set forth in the Private Placement Warrants Purchase

on July 11, 2024, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $12,500

per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement.

the year ended December 31, 2025, the Company incurred $150,000 in fees for these services, of which $62,500 is included in accrued expenses

in the balance sheets of the financial statements included elsewhere this Report.

For the period from February 21, 2024 (inception) through

December 31, 2024, the Company incurred and paid $70,565 in fees for these services pursuant to the Administrative Services Agreement.

Sponsor, executive officers and directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred

in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

Business Combinations.

Our Audit Committee reviews, on a quarterly basis, all payments that were made to our Sponsor, officers, directors

or our or their affiliates.

in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business

Combinations.

Our Audit Committee reviews, on a quarterly basis, all payments that were made to our Sponsor, officers, directors or our

or their affiliates.

Any such payments prior to an initial Business Combination are made from funds held outside the Trust Account.

February 21, 2024, the Sponsor loaned us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant

to the IPO Promissory Note.

This loan was non-interest bearing and payable on the earlier of December 31, 2024, or the date on which

we consummated the Initial Public Offering.

We repaid all the outstanding balance of the note at the closing of the Initial Public Offering

on July 15, 2024.

Borrowings under the note are no longer available.

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

of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans as may be required

on a non-interest basis.

If we complete an initial Business Combination, we would repay such Working Capital Loans.

In the event that

the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay

such Working Capital Loans but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such Working

Capital Loans may be convertible into private placement warrants of the post Business Combination entity at a price of $1.00 per warrant

at the option of the lender.

Such warrants would be identical to the Private Placement Warrants.

Except as set forth above, the terms

of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital

Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor

or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any

and all rights to seek access to funds in our Trust Account.

to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate

of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights

to seek access to funds in our Trust Account.

Prior to the closing of our

Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $340,000 under the IPO Promissory Note to cover expenses

related to the Initial Public Offering.

Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2024

or the completion of our Initial Public Offering.

We borrowed $307,974 under the IPO Promissory Note and $335,314 was paid to the Sponsor

upon the consummation of our Initial Public Offering on July 15, 2024, including an amount of $27,340 in excess of the outstanding IPO

Promissory Note balance.

No additional borrowing is available under the IPO Promissory Note.

The excess payment of $27,340 was due to

our Company as of December 31, 2025 and 2024.

In addition, to fund working capital deficiencies or finance transaction

costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are

not obligated to, loan us Working Capital Loans, as may be required.

If we complete a Business Combination, we will repay such Working

Capital Loans.

In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust

Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000

of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a price of $1.00 per warrant.

The warrants would be identical to the Private Placement Warrants.

Other than as set forth above, the terms of such Working Capital Loans,

if any, have not been determined and no written agreements exist with respect to such Working Capital Loans.

As of December 31, 2025 and

2024, we did not have any borrowings under any Working Capital Loans.

of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans prior to our initial

Business Combination will be made using funds held outside the Trust Account.

our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees

from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy

solicitation or tender offer materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation

will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial

Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and

director compensation.

have entered into a registration rights agreement, dated as of July 11, 2024, with respect to the Founder Shares, Private Placement Warrants

and any warrants that may be issued upon conversion of any Working Capital Loans (and any underlying Class A Ordinary Shares).

to such agreement, holders of such securities have registration rights to require us to register a sale of any of its securities held

The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements

filed subsequent to the completion of an initial Business Combination.

We will bear the expenses incurred in connection with the filing

of any such registration statements.

rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering.

Our Board of Directors

has determined that each of Ms.

our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from

the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation

or tender offer materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will be known

at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination,

as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

have entered into the Registration Rights Agreement, with respect to the Founder Shares, Private Placement Warrants and any warrants that

may be issued upon conversion of any Working Capital Loans (and any underlying securities issued thereunder).

Pursuant to the Registration

Rights Agreement, holders of such securities have registration rights to require us to register a sale of any of its securities held by

The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent

to the completion of an initial Business Combination.

Notwithstanding anything to the contrary, Cantor may only make a demand on one occasion

and only during the five-year period beginning on the date the sales for the Initial Public Offering commenced.

In addition, Cantor

may participate in a “piggyback” registration only during the seven-year period beginning on the date the sales for the

Initial Public Offering commenced.

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

Our Sponsor, directors and

officers have also entered into the Letter Agreement, with us, pursuant to which, they have waived their rights to liquidating distributions

from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within

the Combination Period.

However, if our Sponsor, directors and officers acquire Public Shares in or after the Initial Public Offering,

they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our

initial Business Combination within the Combination Period.

Additionally, pursuant to

the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify

(i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100%

of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions

relating to shareholders’ rights or pre-initial Business Combination activity, in each case, unless we provide our Public Shareholders

with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to

the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously

released to us to pay our taxes, if any, divided by the number of then outstanding Public Shares.

Director Independence

Nasdaq Rules require that

a majority of our Board of Directors be independent within one year of our Initial Public Offering.

An “independent director”

is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the

listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

Our Board of Directors has determined that each of Ms.

Stack and Messrs.

Atwood and Ferguson are “independent directors” as defined in Nasdaq listing

standards and applicable SEC rules.

Our independent directors have regularly scheduled meetings at which only independent directors are

Principal Accountant Fees and Services.

following is a summary of fees paid or to be paid to Withum for services rendered.

Audit fees consist of fees for professional services rendered for the

audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings.

aggregate fees of Withum for professional services rendered for the audit of our annual financial statements, review of the financial

information included in our Forms 10-Q for the respective periods and other required filings with the SEC from February 21, 2024 (inception)

through December 31, 2024 totaled approximately $87,360.

The above amounts include interim procedures and audit fees, as well as attendance

at Audit Committee meetings.

Audit-Related

Audit-related fees consist of fees billed for assurance and related

services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit

Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial

accounting and reporting standards.

We did not pay Withum for any audit-related fees from February 21, 2024 (inception) through December

fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

We did not pay Withum

for tax services, planning or advice from February 21, 2024 (inception)

through December 31, 2024.

other fees consist of fees billed for all other services.

We did not pay Withum for any other services from February 21, 2024 (inception)

through December 31, 2024.

Our Audit Committee was formed upon the consummation of our Initial

Public Offering.

As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior

to the formation of our Audit Committee were approved by our Board of Directors.

Since the formation of our Audit Committee, and on a

going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and

to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services

described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit).

Atwood and Ferguson are “independent directors” as

defined in the Nasdaq Rules and applicable SEC rules.

Our independent directors have regularly scheduled meetings at which only independent

directors are present.

Principal Accountant Fees and

The following is a summary

of fees paid or to be paid to Withum for services rendered.

Audit fees consist of the

aggregate fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided

by Withum in connection with regulatory filings.

The aggregate fees of Withum for professional services rendered for the (i) audit of

our annual financial statements and (ii) review of the financial information included in our Forms 10-Q for the respective periods and

other required filings with the SEC for the year ended December 31, 2025 and the period from February 21, 2024 (inception) through December

31, 2024 totaled approximately $116,895 and $128,440, respectively.

The above amounts include interim procedures and audit fees, as well

as attendance at Audit Committee meetings.

Audit-Related Fees

Audit-related fees consist

of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our

financial statements and are not reported under “Audit Fees.” These services include attest services that are not required

by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Withum for any audit-related

fees for the year ended December 31, 2025 and the period from February 21, 2024 (inception) through December 31, 2024.

fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice.

During the year ended December 31, 2025 and for the period from February 21, 2024 (Inception) through December 31, 2024, we paid Withum

approximately $5,250 and $4,160 for the services Withum performed in connection with any tax-related services.

All Other Fees

other fees consist of the aggregate fees billed for all other services.

We did not pay Withum for any other services for

the year ended December 31, 2025 and the period from February 21, 2024 (inception) through December 31, 2024.

Pre-Approval Policy

Our Audit Committee was formed

upon the consummation of our Initial Public Offering.

As a result, the Audit Committee did not pre-approve all of the foregoing services,

although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors.

Since the formation

of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted

non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis

exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the

Exhibit and Financial Statement Schedules.

following documents are filed as part of this Report:

(1) Financial

of Independent Registered Public Accounting Firm (PCAOB ID 100)

Sheet as of December 31, 2024

of Operations for the period from February 21, 2024 (inception) through December 31, 2024

of Changes in Shareholders’ Deficit for the period from February 21, 2024 (inception) through December 31, 2024

of Cash Flows for the period from February 21, 2024 (inception) through December 31, 2024

The following documents are filed as part of this Report:

Financial Statements

(2) Financial

Statement Schedules

All financial statement schedules are omitted because they are not

applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes

thereto beginning on page F-1 of this Report.

hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits that are incorporated herein by reference

can be inspected on the SEC website at www.sec.gov.

Report of Independent Registered Public Accounting Firm (PCAOB ID 100)

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the year ended December 31, 2025 and the period from February 21, 2024 (inception) through December 31, 2024

Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and the period from February 21, 2024 (inception) through December 31, 2024

Statements of Cash Flows for the year ended December 31, 2025 and the period from February 21, 2024 (inception) through December 31, 2024

Notes to Financial Statements

Financial Statement Schedules

All financial statement schedules

are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in

the financial statements and notes thereto beginning on page F-1 of this Report.

We hereby file as part of

this Report the exhibits listed in the attached Exhibit Index.

Exhibits that are incorporated herein by reference can be inspected on

the SEC website at www.sec.gov.

Form 10-K Summary.

at our Company’s option.

ONE ACQUISITION CORP.

Omitted at our Company’s

LAUNCH ONE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm

Independent Registered Public Accounting Firm (PCAOB ID Number 100)

Financial Statements:

of Operations

of Changes in Shareholders’ Deficit

of Cash Flows

to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and the Board of Directors of

One Acquisition Corp.

on the Financial Statements

We have audited the accompanying balance sheet of Launch One Acquisition

as of December 31, 2024, the related statements of operations, changes in shareholders’ deficit, and cash flows for the period

from February 21, 2024 (inception) through December 31, 2024 and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2024 and the results of its operations and its cash flows for the period from February 21, 2024 (inception) through

December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to

be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit

of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control

over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control

over financial reporting.

Balance Sheets as of December

31, 2025 and 2024

Statements of Operations

for the year ended December 31, 2025 and for the period from February 21, 2024 (Inception) through December 31, 2024

Statements of Changes

in Shareholders’ Deficit for the year ended December 31, 2025 and for the period from February 21, 2024 (Inception) through

December 31, 2024

Statements of Cash Flows

for the year ended December 31, 2025 and for the period from February 21, 2024 (Inception) through December 31, 2024

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

Board of Directors and Shareholders

Launch One Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Launch One Acquisition Corp.

(the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the year ended December 31, 2025 and for the period from February 21, 2024 (Inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for period from February 21, 2024 (Inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by July 15, 2026, unless extended, then the Company will cease all operations except for the purpose of liquidating.

The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans regarding these matters are also described in Note 1.

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

Basis for Opinion

These financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statement.

We believe that our audit provides a reasonable basis for our opinion.

WithumSmith+Brown, PC

have served as the Company’s auditor since 2024.

ONE ACQUISITION CORP.

Current assets

prepaid insurance

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company's auditor since 2024.

New York, New York

March 27, 2026

PCAOB ID Number 100

LAUNCH ONE ACQUISITION CORP.

BALANCE SHEETS

Current assets

prepaid insurance

and investments held in Trust Account

$ 236,639,418

and Shareholders’ Deficit

Cash $ 30,146 $ 850,338

Other receivable 1,250 1,250

Due from Sponsor 27,340 27,340

Short-term prepaid insurance 53,596 103,180

Prepaid expenses 68,844 74,193

Total current assets 181,176 1,056,301

Long-term prepaid insurance — 53,596

Cash and marketable securities held in Trust Account 245,449,353 235,529,521

TOTAL ASSETS $ 245,630,529 $ 236,639,418

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT

Current liabilities

underwriting fee

and Contingencies (Note 6)

Ordinary Shares subject to possible redemption, 23,000,000 shares at redemption value of approximately $ 10.24 per share

Shareholders’

Accrued expenses $ 791,137 $ 109,180

Total current liabilities 791,137 109,180

Deferred Fee payable 10,950,000 10,950,000

Total Liabilities 11,741,137 11,059,180

Commitments and Contingencies (Note 6)

Class A Ordinary Shares subject to possible redemption, 23,000,000 shares at redemption value of approximately $ 10.67 and $ 10.24 per share as of December 31, 2025 and 2024, respectively 245,449,353 235,529,521

Shareholders’ Deficit

Preference shares, $ 0.0001 par value;

5,000,000 shares authorized;

none issued or outstanding

none issued or outstanding as of December 31, 2025 and 2024 — —

Class A Ordinary Shares, $ 0.0001 par value;

500,000,000 shares authorized;

none issued or outstanding (excluding 23,000,000 shares subject to possible redemption)

none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) as of December 31, 2025 and 2024 — —

Class B Ordinary Shares, $ 0.0001 par value;

50,000,000 shares authorized;

5,750,000 shares issued and outstanding

paid-in capital

( 9,949,858 )

Shareholders’ Deficit

( 9,949,283 )

Liabilities and Shareholders’ Deficit

$ 236,639,418

accompanying notes are an integral part of this financial statement.

ONE ACQUISITION CORP.

OF OPERATIONS

THE PERIOD FROM FEBRUARY 21, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

and administrative expenses

from operations

5,750,000 shares issued and outstanding as of December 31, 2025 and 2024 575 575

Additional paid-in capital — —

Accumulated deficit ( 11,560,536 ) ( 9,949,858 )

Total Shareholders’ Deficit ( 11,559,961 ) ( 9,949,283 )

TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT $ 245,630,529 $ 236,639,418

The accompanying notes are an integral

part of these financial statements.

LAUNCH ONE ACQUISITION CORP.

STATEMENTS OF OPERATIONS

General and administrative expenses $ 1,611,081 $ 400,002

Loss from operations ( 1,611,081 ) ( 400,002 )

Other income:

Interest earned on

cash and investments held in Trust Account

gain on marketable securities held in Trust Account

Interest earned on cash and marketable securities held in Trust Account 9,919,832 5,404,164

Interest earned on operating cash account 403 —

Unrealized gain on marketable securities held in Trust Account — 125,357

Total other income 9,920,235 5,529,521

Weighted average shares

outstanding, Class A ordinary shares

and diluted net income per share, Class A ordinary shares

Weighted average shares

outstanding, Class B ordinary shares

and diluted net income per share, Class B ordinary shares

accompanying notes are an integral part of this financial statement.

ONE ACQUISITION CORP.

OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE PERIOD FROM FEBRUARY 21, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

Net income $ 8,309,154 $ 5,129,519

Basic and diluted weighted average shares outstanding of redeemable Class A Ordinary Shares 23,000,000 12,378,981

Basic and diluted net income per share, redeemable Class A Ordinary Shares $ 0.29 $ 0.29

Basic and diluted weighted average shares outstanding, non-redeemable Class B Ordinary Shares 5,750,000 5,292,197

Basic and diluted net income per share, non-redeemable Class B Ordinary Shares $ 0.29 $ 0.29

The accompanying notes are an integral

part of these financial statements.

LAUNCH ONE ACQUISITION CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE YEAR ENDED DECEMBER 31,

FOR THE PERIOD FROM FEBRUARY 21,

2024 (INCEPTION) THROUGH DECEMBER 31, 2024

Ordinary Shares

1 unchanged sentence

Shareholders’

— February 21, 2024 (inception)

of Class B ordinary shares to Sponsor

for Class A ordinary shares to redemption value

( 6,759,099 )

( 15,079,377 )

( 21,838,476 )

of Private Placement Warrants

value of Public Warrants at issuance

Allocated value of

transaction costs

– December 31, 2024

$ ( 9,949,858 )

$ ( 9,949,283 )

accompanying notes are an integral part of this financial statement.

ONE ACQUISITION CORP.

OF CASH FLOWS

THE PERIOD FROM FEBRUARY 21, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

Cash Flows from Operating

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

of expense through promissory note – related party

earned on cash and investments held in Trust Account

( 5,404,164 )

gain on investments held in Trust Account

in operating assets and liabilities:

prepaid insurance

cash used in operating activities

Flows from Investing Activities:

of cash into Trust Account

( 230,000,000 )

cash used in investing activities

( 230,000,000 )

Flows from Financing Activities:

from sale of Units, net of underwriting discounts paid

from sale of Private Placements Warrants

of promissory note - related party

of offering costs

cash provided by financing activities

Change in Cash

– Beginning of period

– End of period

investing and financing activities:

underwriting fee payable

offering costs paid through promissory note – related party

offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

accompanying notes are an integral part of this financial statement.

ONE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Balance — February 21, 2024 (inception) — $ — — $ — $ — $ — $ —

Issuance of Class B Ordinary Shares to Sponsor — — 5,750,000 575 24,425 — 25,000

Accretion for Class A Ordinary Shares to redemption value — — — — ( 6,759,099 ) ( 15,079,377 ) ( 21,838,476 )

Sale of Private Placement Warrants — — — — 6,000,000 — 6,000,000

Fair value of Public Warrants at issuance — — — — 805,000 — 805,000

Allocated value of transaction costs — — — — ( 70,326 ) — ( 70,326 )

Net income — — — — — 5,129,519 5,129,519

Balance – December 31, 2024 — — 5,750,000 575 — ( 9,949,858 ) ( 9,949,283 )

Accretion for Class A Ordinary Shares to redemption value — — — — — ( 9,919,832 ) ( 9,919,832 )

Net income — — — — — 8,309,154 8,309,154

Balance – December 31, 2025 — $ — 5,750,000 $ 575 $ — $ ( 11,560,536 ) $ ( 11,559,961 )

The accompanying notes are an integral

part of these financial statements.

LAUNCH ONE ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

Net income $ 8,309,154 $ 5,129,519

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

Payment of expense through IPO Promissory Note – related party — 50,736

Interest earned on cash and marketable securities held in Trust Account ( 9,919,832 ) ( 5,404,164 )

Unrealized gain on marketable securities held in Trust Account — ( 125,357 )

Changes in operating assets and liabilities:

Prepaid expenses 5,349 ( 74,193 )

Other receivable — ( 1,250 )

Short-term prepaid insurance 49,584 ( 103,180 )

Long-term prepaid insurance 53,596 ( 53,596 )

Accrued expenses 681,957 109,180

Net cash used in operating activities ( 820,192 ) ( 472,305 )

Cash Flows from Investing Activities:

Investment of cash into Trust Account — ( 230,000,000 )

Net cash used in investing activities — ( 230,000,000 )

Cash Flows from Financing Activities:

Proceeds from sale of Units, net of underwriting discounts paid — 226,000,000

Proceeds from sale of Private Placements Warrants — 6,000,000

Due from Sponsor — ( 27,340 )

Repayment of IPO Promissory Note - related party — ( 307,973 )

Payment of offering costs — ( 342,044 )

Net cash provided by financing activities — 231,322,643

Net Change in Cash ( 820,192 ) 850,338

Cash – Beginning of period 850,338 —

Cash – End of period $ 30,146 $ 850,338

Noncash investing and financing activities:

Deferred fee payable $ — $ 10,950,000

Deferred offering costs paid through IPO Promissory Note - related party $ — $ 257,237

Deferred offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares $ — $ 25,000

The accompanying notes are an integral

part of this financial statement.

LAUNCH ONE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

One Acquisition Corp.

(the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation

on February 21, 2024.

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 had not selected any specific Business Combination target and the Company had not, nor had anyone on its behalf, engaged

in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination

with the Company.

of December 31, 2024, the Company had not commenced any operations.

All activities for the period from February 21, 2024 (inception)

through December 31, 2024 related to the Company’s formation and the initial public offering (“Initial Public Offering”),

which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination .

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

Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Launch One Acquisition Corp.

(the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on February 21, 2024 .

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 early-stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies.

As of December 31, 2025, the Company had not commenced any operations.

All activities for the period from February 21, 2024 (inception) through December 31, 2025 relate to the Company’s formation and the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company and negotiating the terms of and consummating a Business Combination.

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

The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering.

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

registration statement for the Company’s Initial Public Offering was declared effective on July 11, 2024.

On July 15, 2024, the

Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the shares of Class

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

of their over-allotment option in the amount of 3,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 , which

is described in Note 3.

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 6,000,000 warrants (the “Private

Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor,

Launch One Sponsor LLC (the “Sponsor”), and Cantor Fitzgerald & Co., the representative of the underwriters of the initial

Public Offering, generating gross proceeds of $ 6,000,000 , which is described in Note 4.

costs amounted to $ 15,574,281 , consisting of $ 4,000,000 of cash underwriting fee, $ 10,950,000 of deferred underwriting fee (see additional

discussion in Note 6), and $ 624,281 of other offering costs.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating

a Business Combination (less deferred underwriting commissions).

Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least

80 % of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes

payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination.

the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding

voting securities of the target or otherwise acquires a controlling interest in the target 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”).

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

the closing of the Initial Public Offering, on July 15, 2024, an amount of $ 230,000,000 ($ 10.00 per Unit) from the net proceeds of the

sale of the Units and the sale of the Private Placement Warrants was placed in the trust account (the “Trust Account”), with

Continental Stock Transfer & Trust Company acting as trustee and was invested in U.S.

government treasury obligations with a

maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment

Company Act which invest only in direct U.S.

government treasury obligations;

the holding of these assets in this form is intended

to be temporary and for the sole purpose of facilitating the intended Business Combination.

To mitigate the risk that the Company might

be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds

investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors

related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments

held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its

taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from

the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption

of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from

the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve

(the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly

submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association

to (A) 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 Company’s public shares if the Company has not consummated an initial Business Combination

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

Business Combination activity.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s

creditors, if any, which could have priority over the claims of the Company’s public shareholders.

Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon

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

Business Combination or (ii) without a shareholder vote by means of a tender offer.

The decision as to whether the Company will

seek shareholder approval of a proposed initial 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 shares at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business

Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding

public shares, subject to the limitations.

ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity at the completion of the

Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

(“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

Company has only the duration of the Completion Window to complete the initial Business Combination.

However, if the Company is unable

to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but

not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and

up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will

constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders

(including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under

Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive

their redemption rights with respect to their founder shares, private placement shares, and public shares in connection with the completion

of the Initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the

initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their founder shares, private placement shares, and public shares in connection

with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association;

their rights to liquidating distributions from the Trust Account with respect to their founder shares or private placement shares if

the Company fails to complete the 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 the initial Business

Combination within the Completion Window and to liquidating distributions from assets outside the trust account;

and (iv) vote any

founder shares and private placement shares held by them and any public shares purchased during or after the Initial Public Offering

(including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements

of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial

Business Combination.

Company’s Sponsor has agreed that it is liable to the Company if and to the extent any claims by a third party for services rendered

or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent,

confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below

the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date

of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the Trust Account Assets, less

taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed

a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply

to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including

liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

However, the Company has not asked

the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient

funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

August 29, 2024, Launch One Acquisition Corp.

announced that, commencing on September 3, 2024, the holders of the units issued in its

initial public offering (the “Units”), each Unit consisting of one Class A ordinary share of the Company, par value $ 0.0001

per share, and one-half of one warrant of the Company (the “Warrant”), with each whole Warrant entitling the holder thereof

to purchase one Class A Ordinary Share for $ 11.50 per share, may elect to separately trade the Class A Ordinary Shares and the Warrants

included in the Units.

No fractional Warrants were issued upon separation of the Units and only whole Warrants are traded.

A Ordinary Shares and the Warrants are traded on the Nasdaq Global Market under the symbols “LPAA” and “LPAAW,”

respectively.

Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s

transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.

and Capital Resources

of December 31, 2024, the Company had operating cash of $ 850,338 and a working capital of $ 947,121 .

The Company intends to use the funds

held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target

businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or

owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a

Business Combination.

connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,”

as of December 31, 2024, the Company does not believe it will need to raise additional funds in order to meet the expenditures required

for operating its business.

However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth

due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient

funds available to operate its business prior to its Business Combination.

Moreover, the Company may need to obtain additional financing

either to complete its Business Combination or because the Company may become obligated to redeem a significant number of its Public

Shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection

with such Business Combination.

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying financial statement is presented in U.S.

dollars and has been prepared in accordance with accounting principles generally

accepted in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations

of the Securities and Exchange Commission (the “SEC”).

Growth Company

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 of 2002, reduced disclosure obligations

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

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

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

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

not have a class of securities registered under the Securities Exchange Act of 1934, as amended) 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.

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 statement

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

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

preparation of the financial statement in conformity with U.S.

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 financial

statement and the reported amounts of revenues and expenses during the reporting period.

The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S.

Securities and Exchange Commission (the “SEC”) on June 13, 2024 (File No.

333-280188), was declared effective on July 11, 2024 (as amended, the “IPO Registration Statement”).

On July 15, 2024, the Company consummated the initial public offering of 23,000,000 units (the “Units”), which included the full exercise of the Over-Allotment Option (as defined in Note 6) in the amount of 3,000,000 units (the “Option Units”), at $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 (the “Initial Public Offering”), as discussed in Note 3.

Each Unit consists of one Class A ordinary share, par value $ 0.0001 per share, of the Company (the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Units, the “Public Shares”) and one-half of one redeemable warrant of the Company (each, a “Public Warrant”).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 6,000,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a price of $ 1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Launch One Sponsor LLC (the “Sponsor”), and Cantor Fitzgerald & Co.

(“Cantor”), the representative of the several underwriters of the Initial Public Offering (the “Underwriters”), generating gross proceeds of $ 6,000,000 (the “Private Placement”), which is described in Note 4.

Each Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment.

Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants.

Transaction costs amounted to $ 15,574,281 , consisting of $ 4,000,000 of cash underwriting fee, the Deferred Fee (as defined in Note 6) of $ 10,950,000 , and $ 624,281 of other offering costs.

The Company’s management (“Management”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less the Deferred Fee).

The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of the Deferred Fee held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination.

However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target 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”).

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

Following the closing of the Initial Public Offering, on July 15, 2024, an amount of $ 230,000,000 from the net proceeds of the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”) located in the United States, with Continental Stock Transfer & Trust Company (“Continental”), acting as trustee.

The funds in the Trust Account may be invested in U.S.

Department of the Treasury (“Treasury”) obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct Treasury obligations;

the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination.

To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on Management’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the Private Placement will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination by July 15, 2026, or by such earlier liquidation date as the Company’s board of directors (the “Board”) may approve (the “Combination Period”), subject to applicable law, or (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 (the “Amended and Restated Articles”) to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) 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 the Company’s creditors, if any, which could have priority over the claims of the holders of the Public Shares (the “Public Shareholders”).

The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial 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 at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, if any), divided by the number of then outstanding Public Shares, subject to the limitations of applicable law and the Amended and Restated Articles.

As of December 31, 2025, the amount of the Trust Account was $ 10.67 per Public Share.

The Ordinary Shares (as defined in Note 5) subject to redemption were recorded at a redemption value and classified as temporary equity subsequent to the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”).

The Company has only the duration of the Combination Period to complete the initial Business Combination.

However, if the Company is unable to complete its initial Business Combination within the Combination Period, the Company will cease all operations except for the purpose of winding up and as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable, if any, and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

The Sponsor, officers and directors have entered into a letter agreement with the Company, dated July 11, 2024 (the “Letter Agreement”), pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5) and Public Shares in connection with (x) the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination and (y) a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity;

(ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, 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 the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account;

and (iii) vote any Founder 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure its shareholders that the Sponsor would be able to satisfy those obligations.

Liquidity, Capital Resources, and Going Concern

As of December 31, 2025, the Company had $ 30,146 in its operating bank account and working capital deficit of $ 609,961 .

The Company intends to continue to use the funds held outside the Trust Account primarily to complete the Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Going Concern,” as of December 31, 2025, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

Management plans to address this uncertainty through a Business Combination.

If a Business Combination is not consummated by the end of the Combination Period, currently July 15, 2026, there will be a mandatory liquidation and subsequent dissolution of the Company.

Management has determined that the liquidity condition, the date of mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period.

The Company intends to complete the initial Business Combination before the end of the Combination Period.

However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S.

dollars and has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

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 of 2002, as amended, 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 accompanying financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 the accompanying financial statements in conformity with GAAP requires 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 accompanying financial statements and the reported amounts of revenues and expenses during the reporting periods.

Actual results could differ from those estimates.

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 financial statement, which management considered in formulating

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

Accordingly, the actual results could differ

significantly from those estimates.

and Investments Held in Trust Account

December 31, 2024, substantially all of the assets held in the Trust Account were held in U.S.

Treasury Bills.

The marketable securities

are presented at fair value on the balance sheet.

Gains and losses resulting from the change in fair value of marketable securities held

in the Trust Account are included in interest earned on marketable securities held in Trust Account in the statement of operations.

the period from February 21, 2024 (inception) through December 31, 2024, the Company did not withdraw any interest earned on the Trust

Value of Financial Instruments

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 sheet, primarily due to its short-term

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access

to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses

of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial

Public Offering.

FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from

the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering

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

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

Offering costs allocated to the

Class A ordinary shares were charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants

were charged to shareholders’ deficit as Public and Private Placement Warrants after management’s evaluation were accounted

for under equity treatment.

Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach

to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between

the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted

tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are

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

Topic 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’s management determined that the Cayman Islands is

the Company’s major tax jurisdiction.

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

as income tax expense.

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

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

from its position.

Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently

not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s

tax provision was zero for the periods presented.

Company accounted for the 11,500,000 public warrants (the “Public Warrants”) underlying the Units issued in connection with

the Initial Public Offering and the 6,000,000 Private Placement Warrants (defined below) sold in the private placement consummated simultaneously

with the Initial Public Offering in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

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 accompanying 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 $ 30,146 and $ 850,338 in cash and no cash equivalents as of December 31, 2025 and 2024, respectively.

Cash and Marketable Securities Held in Trust Account

The Company’s portfolio of investments is comprised of cash and Treasury bills, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in Treasury bills and generally have a readily determinable fair value, or a combination thereof.

When the Company’s investments held in the Trust Account are comprised of Treasury bills, the investments are classified as trading securities, which are presented at fair value.

Gains and losses resulting from the change in fair value of these securities are included in unrealized gain on marketable securities held in the Trust Account in the accompanying statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

At December 31, 2025, the assets held in the Trust Account of $ 245,449,353 were held in money market funds.

At December 31, 2024, substantially all of the assets held in the Trust Account of $ 235,529,521 were held in Treasury bills.

For the year ended December 31, 2025 and for the period from February 21, 2024 (inception) through December 31, 2024, the Company recorded $ 9,919,832 and $ 5,404,164 of interest earned on cash and marketable securities held in Trust Account, respectively, in the accompanying statements of operations.

For the year ended December 31, 2025 and for the period from February 21, 2024 (inception) through December 31, 2024, the Company did not withdraw any interest earned on the Trust Account.

Fair Value of Financial Instruments

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

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Offering Costs

The Company complies with the requirements of the FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs - SEC Materials,” and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Public Shares and Public Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Warrants and then to the Public Shares.

Offering costs allocated to the Public Shares were charged to temporary equity.

Offering costs allocated to the Warrants were charged to shareholders’ deficit as the Warrants were accounted for under equity treatment based on the equity classification of the underlying financial instruments, after Management’s evaluation.

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

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

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

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

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

Management determined that the Cayman Islands is the Company’s major tax jurisdiction.

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

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

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

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

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

Warrant Instruments

The Company accounted for the 11,500,000 Public Warrants issued in connection with the Initial Public Offering and the 6,000,000 Private Placement Warrants sold in the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

Such guidance

provides that the warrants described above were not precluded from equity classification.

Equity-classified contracts are initially measured

at fair value (or allocated value).

Subsequent changes in fair value are not recognized as long as the contracts continue to be classified

in equity in accordance with ASC 480 and ASC 815.

There were 17,500,000 warrants outstanding, including 11,500,000 Public Warrants and

6,000,000 Private Placement Warrants as of December 31, 2024.

Income per Ordinary Share

income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the

period, excluding ordinary shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 750,000

ordinary shares that would have been subject to forfeiture had the over-allotment option not been exercised by the underwriters (see

the Period from

Such guidance provides that the Warrants described above were not precluded from equity classification.

Equity-classified contracts are initially measured at fair value (or allocated value).

Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.

There were 17,500,000 Warrants outstanding, including 11,500,000 Public Warrants and 6,000,000 Private Placement Warrants as of December 31, 2025 and 2024.

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period.

Accretion associated with the redeemable Class A Ordinary Shares is excluded from income per ordinary share as the redemption value approximates fair value.

The calculation of diluted net income does not consider the effect of the Public Warrants (including the full exercise of the Over-Allotment Option) and the Private Placement Warrants to purchase an aggregate of 6,000,000 Class A Ordinary Shares in the calculation of diluted income per Ordinary Share, because in the calculation of diluted income per Ordinary Share, their exercise is contingent upon future events.

As a result, diluted net income per Ordinary Share is the same as basic net income per Ordinary Share for the year ended December 31, 2025 and for the period from February 21, 2024 (inception) through December 31, 2024.

All accretions associated with the redeemable Class A Ordinary Shares are excluded from earnings per Ordinary Share as the redemption value approximates fair value.

For the Year Ended

December 31, 2025 For the Period from

February 21, 2024

1 unchanged sentence

December 31, 2024

Class A Class B Class A Class B

Basic and diluted net income per Ordinary Share

of net income, as adjusted

and diluted weighted average ordinary shares outstanding

Basic and diluted net

income per ordinary share

A Ordinary Shares Subject to Possible Redemption

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

liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

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.

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 December 31, 2024, 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.

At December 31, 2024,

the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Allocation of net income $ 6,647,323 $ 1,661,831 $ 3,593,321 $ 1,536,198

Basic and diluted weighted average Ordinary Shares outstanding 23,000,000 5,750,000 12,378,981 5,292,197

Basic and diluted net income per Ordinary Share $ 0.29 $ 0.29 $ 0.29 $ 0.29

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the initial Business Combination.

In accordance with FASB ASC Topic 480-10-S99, “Distinguishing Liabilities from Equity”, 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.

At 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 Public Shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, at December 31, 2025 and 2024, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the accompanying balance sheets.

At December 31, 2025 and 2024, the Class A Ordinary Shares subject to possible redemption reflected in the accompanying balance sheets are reconciled in the following table:

Gross proceeds $ 230,000,000

$ 230,000,000

Proceeds allocated to Public Warrants ( 805,000 )

Class A Ordinary Shares issuance costs ( 15,503,955 )

( 15,503,955 )

Accretion of carrying value to redemption

Class A ordinary

shares subject to possible redemption, December 31, 2024

$ 235,529,521

Accounting Pronouncements

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

Improvements to Reportable

Segment Disclosures.

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment

expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount

of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose

the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing

segment performance and deciding how to allocate resources.

Public entities will be required to provide all annual disclosures currently

required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures

required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective

for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early

adoption permitted.

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

effect on the Company’s financial statement.

3 — INITIAL PUBLIC OFFERING

to the Initial Public Offering, on July 15, 2024, the Company sold 23,000,000 Units, which includes the full exercise by the underwriters

of their over-allotment option in the amount of 3,000,000 Units, at a price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary

share and one-half of one redeemable Public Warrant.

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

a price of $ 11.50 per share, subject to adjustment (see Note 4).

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.

Warrants — As

of December 31, 2024, there were 17,500,000 warrants outstanding, including 11,500,000 Public Warrants and 6,000,000 Private Placement

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment

as discussed herein.

The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will

expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption

or liquidation.

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

issuable upon exercise of the warrants is then effective and a prospectus relating thereto is current.

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.

In the event that the conditions in the two immediately preceding sentences are

not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may

have no value and expire worthless.

In no event will the Company be required to net cash settle any warrant.

In the event that a registration

statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase

price for the unit solely for the Class A ordinary share underlying such unit.

the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days,

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

to the registration statement for the Initial Public Offering 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 Company’s initial Business Combination

and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration

of the warrants in accordance with the provisions of 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 (60th) 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 the 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, the Company will not be required to file or maintain in effect a registration

statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify

the shares under applicable blue sky laws to the extent an exemption is not available.

the holders exercise their public warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants

for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A

ordinary shares issuable upon exercise of the warrants, multiplied by the excess of the “fair market value” of the Class A

ordinary shares over the exercise price of the warrants by (y) the fair market value.

The “fair market value” is the

average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day

prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the

holders of warrants, as applicable.

of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00 :

The Company may redeem

the outstanding warrants:

whole and not in part;

● at a price of $ 0.01 per warrant;

● upon a minimum of 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”);

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

Additionally,

if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares,

or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or

similar event, the number of Class A ordinary shares issuable upon exercise of each warrant will be increased in proportion to such

increase in the outstanding ordinary shares.

A rights offering made to all or substantially all holders of ordinary shares entitling

holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of

a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in

such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable

for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights

offering and (y) the fair market value.

For these purposes (i) if the rights offering is for securities convertible into or

exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken

into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair

market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day

period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable

exchange or in the applicable market, regular way, without the right to receive such rights.

4 — PRIVATE PLACEMENT

Simultaneously

with the closing of the Initial Public Offering, the Sponsor and Cantor Fitzgerald & Co.

purchased an aggregate of 6,000,000 private

placement warrants (each, a “Private Placement Warrant”), at a price of $ 1.00 per Private Placement Warrant, or $ 6,000,000

in the aggregate, in a private placement.

Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement

Warrants and Cantor Fitzgerald & Co.

purchased 2,000,000 Private Placement Warrants.

Each whole warrant entitles the registered holder

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

The Private Placement Warrants are identical to the Public Warrants

sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor Fitzgerald & Co.

or their permitted

transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these

Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days

after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect

to private placement warrants held by Cantor Fitzgerald & Co.

and/or its designees, will not be exercisable more than five years

from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8).

Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive

their redemption rights with respect to their founder shares, private placement shares, and public shares in connection with the completion

of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the

initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their founder shares, private placement shares, and public shares in connection

with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to

modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination

or to redeem 100 % of the public shares if the Company has not consummated an initial Business Combination within the Completion Window

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

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

placement shares if the Company fails to complete the 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

the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account;

and (iv) vote any founder shares and private placement shares held by them and any public shares purchased during or after the Initial

Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with

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

of the initial Business Combination.

5 — RELATED PARTY TRANSACTIONS

February 21, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the

Company’s expenses, for which the Company issued 5,750,000 founders shares to the Sponsor.

Up to 750,000 of the founder shares

may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised.

Accretion of carrying value to redemption value 21,838,476

Class A Ordinary Shares subject to possible redemption, December 31, 2024 235,529,521

Accretion of carrying value to redemption value 9,919,832

Class A Ordinary Shares subject to possible redemption, December 31, 2025 $ 245,449,353

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

In the Initial Public Offering that closed on July 15, 2024, the Company sold 23,000,000 Units, which included the full exercise of the Over-Allotment Option in the amount of 3,000,000 Option Units, at a price of $ 10.00 per Unit.

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

Each Public Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment (see Note 7).

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 6,000,000 Private Placement Warrants, at a price of $ 1.00 per Private Placement Warrant, or $ 6,000,000 in the aggregate, in the Private Placement.

Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants.

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

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

The Sponsor, officers and directors have entered into the Letter Agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with (x) the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination and (y) a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity;

and (iii) vote any Founder 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) in favor of the initial Business Combination.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On February 21, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 5,750,000 of the Company’s Class B ordinary shares, par value $ 0.0001 per share (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”), to the Sponsor (such shares, the “Founder Shares”).

Up to 750,000 of the Founder Shares were subject to surrender by the Sponsor for no consideration depending on the extent to which the Over-Allotment Option was exercised.

On July 15, 2024, the Underwriters exercised their Over-Allotment Option in full as part of the closing of the Initial Public Offering.

As such, the 750,000 Founder Shares are no longer subject to forfeiture.

Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary

shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination

or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial

Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary

shares for cash, securities or other property.

Any permitted transferees will be subject to the same restrictions and other agreements

of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”).

Notwithstanding the foregoing,

if (1) 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 150 days after the initial Business Combination or (2) if the Company consummates a transaction

after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for

cash, securities or other property, the founder shares will be released from the Lock-up.

Note — Related Party

Sponsor has agreed to loan the Company an aggregate of up to $ 340,000 , as amended on July 12, 2024, to be used for a portion of the expenses

of the Initial Public Offering.

The loan is non-interest bearing, unsecured and due at the earlier of December 31, 2024 or the closing

of the Initial Public Offering.

The Company had no borrowings under the promissory note as of December 31, 2024, and the loan is no longer

available to be drawn upon.

Company paid the Sponsor an amount $ 27,340 in excess of the outstanding promissory note balance at the closing of the Initial Public

The excess payment of $ 27,340 is due to the Company as of December 31, 2024.

Administrative

Services Agreement

Company entered into an agreement, commencing on July 11, 2024, through the earlier of consummation of the initial Business Combination

and the liquidation, to pay an affiliate of the Sponsor $ 12,500 per month for office space, utilities and secretarial and administrative

support services provided to members of the management team.

For the year ended December 31, 2024, the Company incurred and paid $ 70,565

in fees for these services.

order to finance transaction costs in connection with a 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 (the “Working

Capital Loans”).

The holders of the Founder Shares have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property.

Any permitted transferees will be subject to the same restrictions and other agreements of such holders of the Founder Shares with respect to any Founder Shares (the “Lock-up”).

Notwithstanding the foregoing, if (x) 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 150 days after the initial Business Combination or (y) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.

IPO Promissory Note — Related Party

The Sponsor agreed to loan the Company an aggregate of up to $ 340,000 , to be used for a portion of the expenses of the Initial Public Offering pursuant to an unsecured promissory note (as amended, the “IPO Promissory Note”).

The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2024, or the closing of the Initial Public Offering.

Since inception through the Initial Public Offering, the Company had borrowed $ 307,974 under the IPO Promissory Note.

The Company repaid $ 335,314 on July 15, 2024.

The Company had no borrowings under the IPO Promissory Note as of December 31, 2025 and 2024, and the IPO Promissory Note is no longer available to be drawn upon.

Due from Sponsor

The Company paid the Sponsor an amount $ 27,340 in excess of the outstanding IPO Promissory Note balance at the closing of the Initial Public Offering.

The excess payment of $ 27,340 is due to the Company as of December 31, 2025 and 2024.

Administrative Services Agreement

The Company entered into an administrative services agreement, commencing on July 11, 2024, through the earlier of consummation of the initial Business Combination and the Company’s liquidation, to pay an affiliate of the Sponsor $ 12,500 per month for office space, utilities and secretarial and administrative support services provided to members of Management.

For the year ended December 31, 2025, the Company incurred $ 150,000 in fees for these services, of which $ 62,500 is included in accrued expenses in the accompanying balance sheets.

For the period from February 21, 2024 (inception) through December 31, 2024, the Company incurred and paid $ 70,565 in fees for these services.

Working Capital Loans

In order to finance transaction costs in connection with a 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 (the “Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans.

that a 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 private placement warrants of the post Business Combination entity at a price of $ 1.00

per warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants.

As of December 31, 2024,

no such Working Capital Loans were outstanding.

6 — COMMITMENTS AND CONTINGENCIES

and Uncertainties

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from

the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine

conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the

United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions

against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society

for Worldwide Interbank Financial Telecommunication payment system.

Certain countries, including the United States, have also provided

and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number

The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been

taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring

states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

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

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to

instability and lack of liquidity in capital markets.

of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions

resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions,

could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company

may ultimately consummate an initial Business Combination.

holders of the founder shares, Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants

and Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans have registration rights

to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company

acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on

the effective date of the Initial Public Offering.

The holders of these securities are entitled to make up to three demands, excluding

short form demands, that the Company registers such securities.

In addition, the holders have certain piggyback registration rights with

respect to registration statements filed subsequent to the completion of the initial Business Combination.

The Company will bear the

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

underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 units to

cover over-allotments, if any.

On July 15, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected

to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a price of $ 10.00 per Unit.

underwriters were entitled to a cash underwriting discount of $ 4,000,000 ( 2.0 % of the gross proceeds of the units offered in the Initial

Public Offering, excluding any proceeds from units sold pursuant to the underwriters’ over-allotment option).

Additionally, the

underwriters are entitled to a deferred underwriting discount of 4.50 % of the gross proceeds of the Initial Public Offering held in the

Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.50 % of the gross proceeds sold pursuant

to the underwriters’ over-allotment option, or $ 10,950,000 in the aggregate, payable upon the completion of the Company’s

initial Business Combination subject to the terms of the underwriting agreement.

7 — SHAREHOLDERS’ DEFICIT

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

At December 31, 2024, there were no preference shares issued or outstanding.

Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par

value of $ 0.0001 each.

At December 31, 2024, there were no shares of Class A ordinary shares issued or outstanding, excluding 23,000,000

Class A ordinary shares subject to possible redemption.

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

value of $ 0.0001 each.

As of December 31, 2024, there were 5,750,000 Class B ordinary shares issued and outstanding.

The founder shares will automatically convert into Class A ordinary

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

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

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

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

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

connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A

ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such

adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion

of all Class B ordinary shares will equal, in the aggregate, 20 % 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 underlying the private placement warrants issued

to the sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with

the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller

in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to

the Company’s officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary

shares by public shareholders in connection with an initial Business Combination;

provided that such conversion of founder shares will

never occur on a less than one-for-one basis.

of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share

held on all matters to be voted on by shareholders.

Unless specified in the amended and restated memorandum and articles of association

or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated

memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders

as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company

is generally required to approve any matter voted on by the Company’s shareholders.

Approval of certain actions requires a special

resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes

cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general

meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending

the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.

There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination,

the holders of more than 50 % of the ordinary shares voted for the appointment of directors can elect all of the directors.

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

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

Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents,

in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

Holders of the

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

These provisions of the amended and restated

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

90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes

cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general

meeting of the Company.

NOTE 8 — FAIR

VALUE MEASUREMENTS

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets

or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability.

following table presents information about the Company’s assets that are measured at fair value on December 31, 2024, and indicates

the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Treasury Bills held in Trust

$ 235,529,521

following table presents information about the Company’s assets that are measured at fair value on July 15, 2024, and indicates

the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Fair value of Public Warrants for

Class A ordinary shares subject to redemption allocation

fair value of Public Warrants was determined using Monte Carlo Simulation Model.

The Public Warrants 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:

Underlying stock price

Exercise price

Risk-free rate

NOTE 9 — SEGMENT

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

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

Operating segments are defined as components

of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating

decision maker, or group, in deciding how to allocate resources and assess performance.

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

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

resources and assessing financial performance.

In the event that a 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 warrants of the post-Business Combination entity at a price of $ 1.00 per warrant at the option of the lender.

Such warrants would be identical to the Private Placement Warrants.

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

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control.

The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the Unites States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities.

The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

Registration Rights Agreement

The holders of the (i) Founder Shares, (ii) Private Placement Warrants (and underlying securities) and (iii) warrants that may be issued upon conversion of the Working Capital Loans, have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement, dated July 11, 2024, between such holders and the Company (the “Registration Rights Agreement”).

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

In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination.

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

Underwriting Agreement

The Underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any (the “Over-Allotment Option”).

On July 15, 2024, simultaneously with the closing of the Initial Public Offering, the Underwriters elected to fully exercise the Over-Allotment Option to purchase the additional 3,000,000 Option Units at a price of $ 10.00 per Option Unit.

The Underwriters were entitled to a cash underwriting discount of $ 4,000,000 ( 2.0 % of the gross proceeds of the Units in the Initial Public Offering, excluding any proceeds pursuant to the Over-Allotment Option).

Additionally, the Underwriters are entitled to a deferred underwriting fee of 4.50 % of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the Over-Allotment Option and 6.50 % of the gross proceeds sold pursuant to the Over-Allotment Option, or $ 10,950,000 in the aggregate, payable upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement, dated July 11, 2024, by and between the Company and Cantor (such fee, the “Deferred Fee”).

NOTE 7 — SHAREHOLDERS’ DEFICIT

Preference Shares

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

As of December 31, 2025 and 2024, there were no preference shares issued or outstanding.

Class A Ordinary Shares

The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $ 0.0001 each.

As of December 31, 2025 and 2024, there were no Class A Ordinary Shares issued or outstanding, excluding 23,000,000 Class A Ordinary Shares subject to possible redemption.

Class B Ordinary Shares

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

As of December 31, 2025 and 2024, there were 5,750,000 Class B Ordinary Shares issued and outstanding.

The Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 20 % 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 Over-Allotment Option and excluding the Class A Ordinary Shares underlying the Private Placement Warrants issued to the Sponsor), plus (ii) all Class A Ordinary Shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A Ordinary Shares by Public Shareholders in connection with an initial Business Combination;

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

Holders of the Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

Unless specified in the Amended and Restated Articles or as required by the Companies Act (As Revised) of the Cayman Islands or stock exchange rules, an ordinary resolution under Cayman Islands law and the Amended and Restated Articles, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders.

Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Amended and Restated Articles, such actions include amending the Amended and Restated Articles and approving a statutory merger or consolidation with another company.

There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50 % of the Ordinary Shares voted for the appointment of directors can elect all of the directors.

Prior to the consummation of the initial Business Combination, only holders of the Class B Ordinary Shares (i) have the right to vote on the appointment and removal of directors and (ii) are entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

Holders of Class A Ordinary Shares are not entitled to vote on these matters during such time.

These provisions of the Amended and Restated Articles may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

As of December 31, 2025 and 2024, there were 17,500,000 Warrants outstanding, including 11,500,000 Public Warrants and 6,000,000 Private Placement 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 as discussed herein.

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

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

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.

In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless.

In no event will the Company be required to net cash settle any Warrant.

In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Public Warrant will have paid the full purchase price for the unit solely for the Class A Ordinary Share underlying such unit.

Under the terms of the Warrant Agreement, dated July 11, 2024, by and between the Company and Continental (the “Warrant Agreement”), the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of the Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO 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 until the expiration of the Warrants in accordance with the provisions of 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 (60th) 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 the 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 Public 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, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the Class A Ordinary Shares under applicable blue sky laws to the extent an exemption is not available.

If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the Public Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares issuable upon exercise of the Public Warrants, multiplied by the excess of the “fair market value” of the Class A Ordinary Shares over the exercise price of the Public Warrants by (y) the fair market value.

The “fair market value” is the average reported closing price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of Public Warrants, as applicable.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00

The Company may redeem the outstanding Warrants:

● in whole and not in part;

● at a price of $ 0.01 per Warrant;

● upon a minimum of 30 days’ prior written notice of redemption;

● if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of Class A Ordinary Shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading days within a 30 -trading day period commencing at least 30 days after completion of the initial Business Combination and ending three business days before the Company sends the notice of redemption to the warrant holders.

Additionally, if the number of outstanding Class A Ordinary Shares is increased by a share capitalization payable in Class A Ordinary Shares, or by a subdivision of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A Ordinary Shares issuable upon exercise of each Warrant will be increased in proportion to such increase in the outstanding Ordinary Shares.

A rights offering made to all or substantially all holders of Ordinary Shares entitling holders to purchase Class A Ordinary Shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A Ordinary Shares equal to the product of (i) the number of Class A Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Ordinary Shares) and (ii) the quotient of (x) the price per Class A Ordinary Share paid in such rights offering and (y) the fair market value.

For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A Ordinary Shares, in determining the price payable for Class A Ordinary Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A Ordinary Shares as reported during the ten ( 10 ) trading day period ending on the trading day prior to the first date on which the Class A Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

NOTE 8 — FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability.

Level 1 assets include investments in money market funds that invest solely in Treasury bills.

At December 31, 2025, assets held in the Trust Account were comprised of $ 927 in cash and $ 245,448,426 in a money market fund, which was invested primarily in Treasury bills.

During the year ended December 31, 2025, the Company did not withdraw any interest income from the Trust Account.

As of December 31, 2024, assets held in the Trust Account were comprised of $ 786 in cash and $ 235,528,735 invested in Treasury bills.

NOTE 9 — SEGMENT INFORMATION

FASB 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 (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, Management has determined that there is only one reportable segment.

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

statement of operations as net income.

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 net income and total assets, which include the following:

Trust Account

$ 235,529,521

the Period from February 21,

2024 (Inception) Through

The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the statements of operations as net income.

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

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income and total assets, which include the following:

2025 December 31,

Cash and marketable securities held in Trust Account $ 245,449,353 $ 235,529,521

Cash $ 30,146 $ 850,338

General and administrative expenses $ 1,611,081 $ 400,002

Interest earned on the Trust Account

CODM reviews interest earned on the 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.

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 or similar transaction within the business combination period.

The CODM also reviews general and administrative

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

and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a

regular basis.

other segment items included in net income are reported on the statement of operations and described within their respective disclosures.

The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant

accounting policies.

10 — SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement

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

in the financial statement.

Agreement, dated July 11 , 202 4 , by and between the Company

and Restated Memorandum and Articles of Association.

Unit Certificate.

Class A Ordinary Share Certificate.

Warrant Certificate.

Agreement, dated July 11, 2024 , by and between the Company and Continental

Stock Transfer & Trust Company , as warrant agent.

of Registered Securities.*

Note, dated as of February 21, 2024 , issued to the Sponsor.

Subscription Agreement, dated February 21, 2024 , by and between the Company and the Sponsor.

Management Trust Account Agreement, dated July 11, 2024 , by and between the Company and Continental

Stock Transfer & Trust Company , as trustee.

Rights Agreement, dated July 11, 2024 , by and among the Company, the Sponsor and the holders

party thereto.

Subscription Agreement, dated July 11, 2024 , by and between the Company and the Sponsor.

Subscription Agreement, dated July 11, 2024, by and between the Company and Cantor.

Agreement, dated July 11, 2024 , by and among the Company, its officers, directors and the Sponsor.

Administrative

Services Agreement, dated July 11, 2024 , by and between the Company and

Launchpad Capital Management Company LLC, an affiliate of the Sponsor .

of Indemnity Agreement.

Interest earned on cash and marketable securities held in Trust Account $ 9,919,832 $ 5,404,164

The CODM reviews interest earned on the 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 Investment Management Trust Agreement, dated July 11, 2024, by and between the Company and Continental.

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 or similar transaction within the Combination Period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative expenses, as reported on the accompanying statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income are reported on the accompanying statements of operations and described within their respective disclosures.

The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the accompanying balance sheets date up to the date that the accompanying financial statements were issued.

Based upon this review, other than as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying financial statements.

As previously disclosed, on June 25, 2025, the Company entered into a Business Combination Agreement (as amended, the “Minovia BCA”) with (i) the Sponsor, in the capacity as the representative from and after the effective time of the SPAC Merger (as defined in the Minovia BCA) for the shareholders of the Company and Pubco (as defined below) (other than the shareholders of Minovia (as defined below) as of immediately prior to the effective time of the Minovia Merger (as defined in the Minovia BCA) and their successors and assigns) in accordance with the terms and conditions of the Minovia BCA (the “SPAC Representative”), (ii) Minovia Therapeutics Ltd., an Israeli company limited by shares (together with its successors, “Minovia”), (iii) Natalie Yivgi-Ohana, in the capacity as the representative from and after the effective time of the Minovia Merger for the Minovia shareholders as of immediately prior to the effective time of the Minovia Merger (and their successors and assigns) (the “Seller Representative”), (iv) Mito US One Ltd., an Israeli company limited by shares (together with its successors, “Pubco”) (v) Mito Sub Israel Ltd., an Israeli company limited by shares and a wholly owned subsidiary of Pubco (“Minovia Merger Sub”, together with the SPAC Representative, Minovia, Seller Representative and Pubco, the “Minovia BCA Parties”)) and (vi) a to be-formed Cayman Islands exempted company that, upon execution and delivery of a joinder to the Minovia BCA, will be a party to the Minovia BCA (“SPAC Merger Sub”).

As of January 30, 2026, the Company entered into the Minovia Termination Agreement with the Minovia BCA Parties, pursuant to which the Minovia BCA Parties mutually agreed to terminate the Minovia BCA in its entirety pursuant to Section 8.1(a) thereof.

Concurrently with the termination of the Minovia BCA, each of the Ancillary Agreements (as defined in the Minovia BCA) were automatically terminated.

As a result, the Minovia BCA and Ancillary Agreements are of no further force and effect.

In addition, each party released the other parties from any and all liabilities and damages relating to the transaction documents, breaches thereunder and the proposed transactions.

The Company is seeking, with the Sponsor, alternative ways to consummate an initial Business Combination.

On March 20, 2026, the Company entered into a Working Capital Promissory Note (the “ Working Capital Note ”) with the Sponsor, pursuant to which the Sponsor may loan up to $ 1,000,000 to the Company in up to three tranches in substantially the same amounts and on substantially the same terms as the loans under that certain agreement, between the Sponsor and Keystone Capital Partners, LLC (“ Keystone ”), as agent for the lenders party thereto (the “ Lenders ” and such agreement, the “ Credit Agreement ”), including an initial loan to the Company of $ 500,000 upon execution and two additional loans of $ 250,000 each (in the case of the Working Capital Note, at the Sponsor’s sole election) in the event that the Company (A) enters into a letter of intent, memorandum of understanding or other agreement with respect to the Company’s initial Business Combination or (B) calls a shareholder meeting to extend its deadline to consummate its initial Business Combination, (ii) an original issue discount of 20 % on each loan, such that the principal amount of each loan is 125 % of the amount borrowed, (iii) annual interest of 8 %, with a default interest rate of an additional 18 % (for a total of 26 %), to the maximum extent permitted by applicable law, (iv) a prepayment penalty of 10 % (and in the case of the Working Capital Note, only to the extent with the written consent of the Sponsor), (v) a maturity date for all such loans, interest and other obligations under the Working Capital Note of the consummation of the Company’s initial Business Combination or the effective date of the winding up of the Company (or if earlier, upon an event of default), and (vi) an obligation to reimburse the Sponsor for its expenses in connection with obtaining the funds for the initial loan under the Working Capital Note (up to $ 25,000 to be withheld at the funding of the initial loan, which will be used to reimburse Keystone for its expenses under the Credit Agreement) and for any expenses of the Sponsor in connection with any refinancing of the debt or the enforcement of the Working Capital Note and for any reimbursement or indemnification obligations of the Sponsor under the Credit Agreement and related documents, subject in each case to a cap of $ 20,000 per occurrence (other than with respect to indemnification obligations), which expense reimbursement obligations will be taken out of the proceeds of any additional loans under the Working Capital Note or otherwise upon the maturity date (or earlier event of default).

In light of the Company’s limited cash balance at year end, the Board and Management determined to secure additional working capital through the Working Capital Note to fund past and ongoing operational expenses.

In connection with the Working Capital Note, the Sponsor entered into the Credit Agreement, pursuant to which the Lenders agreed to provide loans to the Sponsor of up to $ 1,000,000 in the aggregate, to be funded in up to three tranches, consisting of an initial loan of $ 500,000 and two additional loans of $ 250,000 each (with such additional tranches subject to the consent of Keystone, not to be unreasonably withheld, delayed or conditioned), in each case subject to the terms and conditions of the Credit Agreement.

In connection with the Credit Agreement, the Sponsor also entered into a Pledge Agreement (the “ Pledge Agreement ”) with Keystone, pursuant to which the Sponsor pledged 2,932,500 Class B Ordinary Shares (representing approximately 51 % of the Founder Shares owned by the Sponsor), together with any proceeds thereof (the “ Pledged Collateral ”), as collateral to secure the obligations under the Credit Agreement.

The loans under the Credit Agreement are non-recourse to the Sponsor, and the Lenders’ sole recourse in the event of a default is to foreclose upon such Pledged Collateral, which would remain subject to the Company’s governing documents and applicable lock-up arrangements, including the terms of the Letter Agreement.

The Sponsor is required to use the proceeds of the loans under the Credit Agreement to fund loans to the Company to pay for its expenses, including transaction expenses for future deals, amounts previously owed for prior Business Combination efforts and for administrative expenses.

The loans under the Credit Agreement mature upon the earlier of the Company’s initial Business Combination or the Company’s liquidation.

The Credit Agreement includes events of default for the Company’s failure to file with the SEC by a certain agreed upon date a proxy statement to call for a Company shareholder meeting to extend the Company’s deadline to consummate its initial Business Combination or for the Company’s failure to enter into a definitive Business Combination agreement with a target company or business prior to a certain agreed upon date.

However, the Credit Agreement and Pledge Agreement solely bind the Sponsor and do not restrict the actions of the Company.

The Company, the Sponsor and Cantor, also entered into a waiver letter pursuant to which the restrictions on transfers contained in the Letter Agreement were waived solely to permit the pledge of the Pledged Collateral and any transfer thereof upon enforcement of the related security interest, but with the Lenders taking such Pledged Collateral subject to the terms of the Letter Agreement.

Underwriting Agreement, dated July 11, 2024, by and between the Company and Cantor.

Amended and Restated Memorandum and Articles of Association.

Specimen Unit Certificate.

Specimen Class A Ordinary Share Certificate.

Specimen Warrant Certificate.

Warrant Agreement, dated July 11, 2024, by and between the Company and Continental, as warrant agent.

Description of Registered Securities.(3)

Securities Subscription Agreement, dated February 21, 2024, by and between the Company and the Sponsor.

Form of Indemnity Agreement.

Investment Management Trust Account Agreement, dated July 11, 2024, by and between the Company and Continental, as trustee.

Registration Rights Agreement, dated July 11, 2024, by and among the Company, the Sponsor and the holders party thereto.

Private Placement Warrants Purchase Agreement, dated July 11, 2024, by and between the Company and the Sponsor.

Private Placement Warrants Purchase Agreement, dated July 11, 2024, by and between the Company and Cantor.

Letter Agreement, dated July 11, 2024, by and among the Company, its officers, directors and the Sponsor.

Administrative Services Agreement, dated July 11, 2024, by and between the Company and Launchpad Capital Management Company LLC, an affiliate of the Sponsor.

Promissory Note, dated as of February 21, 2024, issued to the Sponsor.

Amendment No.

1 to the Promissory Note, dated July 12, 2024, issued to the Sponsor.

Termination and Release Agreement, dated as of January 30, 2026, by and among the Company, the SPAC Representative, Minovia, the Seller Representative, Pubco and Company Merger Sub.

Working Capital Note, dated as of March 20, 2026 by and between the Sponsor and the Company.

Code of Ethics.

Trading Policies and Procedures, adopted July 11 , 202 4 .*

Certification

of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification

of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification

of the Principal Executive Officer pursuant to 18 U.S.C.

Insider Trading Policies and Procedures, adopted July 11, 2024.

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Principal Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Certification

of the Principal Financial Officer pursuant to 18 U.S.C.

Certification of the Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Related to Recovery of Erroneously Awarded Compensation, adopted July 11 , 202 4 *

Committee Charter.*

XBRL Instance Document.*

XBRL Taxonomy Extension Schema Document.*

XBRL Taxonomy Extension Calculation Linkbase Document.*

XBRL Taxonomy Extension Definition Linkbase Document.*

XBRL Taxonomy Extension Label Linkbase Document.*

XBRL Taxonomy Extension Presentation Linkbase Document.*

Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

(1) Incorporated

by reference to the Company’s Registration Statement on Form S-1 (File No.

initially filed with the SEC on June 13, 2024.

(2) Incorporated

by reference to the Company’s Current Report on Form 8-K, filed with the SEC on July

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed

on its behalf by the undersigned, thereunto duly authorized.

One Acquisition Corp.

Policy Related to Recovery of Erroneously Awarded Compensation, adopted July 11, 2024.

Audit Committee Charter.(3)

Compensation Committee Charter.

Inline XBRL Instance Document.*

Inline XBRL Taxonomy Extension Schema Document.*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

Inline XBRL Taxonomy Extension Definition Linkbase Document.*

Inline XBRL Taxonomy Extension Label Linkbase Document.*

Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

Filed herewith.

Furnished herewith.

The exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K.

We agree to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request.

Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No.

333-280188) filed with the SEC on June 13, 2024.

Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on July 15, 2024.

Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 26, 2025.

Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 3, 2026.

Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on March 26, 2026.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by

the undersigned, thereunto duly authorized.

March 27, 2026

Launch One Acquisition Corp.

/s/ Chris Ehrlich

Chris Ehrlich

Executive Officer

Chief Executive Officer

(Principal Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in

the capacities and on the dates indicated.

/s/ Chris Ehrlich

Chief Executive Officer and Director

March 27, 2026

Chris Ehrlich

Executive Officer

Executive Officer)

(Principal Executive Officer)

/s/ Jurgen van de Vyver

Chief Financial Officer

March 27, 2026

Jurgen van de Vyver

Financial Officer

Financial and Accounting Officer)

of the Board of Directors

(Principal Financial and Accounting Officer)

/s/ Ryan Gilbert

Chairman of the Board of Directors

March 27, 2026

/s/ Rodney A.

March 27, 2026

/s/ Risa Stack

March 27, 2026

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-K

Item 9A. Controls and Procedures