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Item 1. Financial Statements

2026-05-15 compared with 2025-11-14 · 191 added, 184 removed, 297 unchanged (56% of the section changed)

1 unchanged sentence

YORKVILLE ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2025

CONDENSED CONSOLIDATED BALANCE SHEET

March 31, 2026

December 31, 2025

Current assets

Prepaid expenses

Due from related party

Prepaid expenses – current

Total current assets

Prepaid expenses

Non-current assets

Investments held in Trust Account

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit:

Prepaid expenses - non-current

Total non-current assets

Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit:

Current liabilities

Accrued expenses

Due to related party

Promissory note – related party

Accounts payable

Total current liabilities

Non-current liabilities

Deferred underwriting commissions

Total non-current liabilities

Total Liabilities

1 unchanged sentence

Class A Ordinary Shares subject to possible redemption, $ 0.0001 par value;

17,250,000 shares issued and outstanding at redemption value of $ 10.12 per share

17,250,000 shares issued and outstanding at redemption value of $ 10.31 and $ 10.22 per share at March 31, 2026 and December 31, 2025, respectively

Shareholders’ Deficit

1 unchanged sentence

1,000,000 shares authorized;

none issued or outstanding

none issued and outstanding at March 31, 2026 and December 31, 2025

Class A Ordinary Shares, $ 0.0001 par value;

200,000,000 shares authorized;

581,250 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

5,750,000 shares issued and outstanding (1)

581,250 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) at March 31, 2026 and December 31, 2025, respectively

Class B ordinary shares, $ 0.0001 par value, 20,000,000 shares authorized;

5,750,000 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

1 unchanged sentence

( 7,396,082 )

( 6,745,035 )

Total Shareholders’ Deficit

( 7,395,449 )

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

Includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 6).

On June 30, 2025, the underwriters fully exercised their over-allotment option.

As such, no Class B ordinary shares were forfeited.

( 6,744,402 )

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

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

2 unchanged sentences

(inception) through

September 30,

Formation, general and administrative expenses

General and administrative expenses

Loss from operations

( 1,640,771 )

( 1,734,769 )

Other income:

2 unchanged sentences

Other income, net

Net income (loss)

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

Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption

Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption

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

Basic and diluted net loss per share, non-redeemable Class A ordinary shares

Basic weighted average shares outstanding, non-redeemable Class B ordinary shares (1)

Basic net loss per share, non-redeemable Class B ordinary shares

Diluted weighted average shares outstanding, non-redeemable Class B ordinary shares

Diluted net loss per share, non-redeemable Class B ordinary shares

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

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

5,000,000 (1)

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

Excludes an aggregate of up to 750,000 Class B ordinary shares, $0.0001 par value subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 6).

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND FOR THE PERIOD FROM MARCH 3, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025

For the Three Months Ended March 31, 2026

Ordinary Shares

1 unchanged sentence

Shareholders’

Balance – March 3, 2025 (inception)

Class B ordinary shares issued to Sponsor

Balance - March 31, 2025

Fair Value of Public Warrants included in Public Units

Capital contribution from Sponsor

Sale of Private Placement Units

Issuance of Representative Shares

Allocated value of transaction costs to warrants

Remeasurement of Class A ordinary shares subject to possible redemption to redemption value

( 9,352,606 )

( 4,268,345 )

( 13,620,951 )

Balance – June 30, 2025

Balance – December 31, 2025

( 6,745,035 )

3 unchanged sentences

( 1,594,402 )

Balance – September 30, 2025

Balance – March 31, 2026

( 7,396,082 )

( 7,395,449 )

For the Period from March 3, 2025 (Inception) Through March 31, 2025

Ordinary Shares

Shareholders’

Balance – March 3, 2025 (inception)

Class B ordinary shares issued to Sponsor (1)

Balance - March 31, 2025

Includes an aggregate of up to 750,000 Class B ordinary shares, $0.0001 par value subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 6).

On June 30, 2025, the underwriters fully exercised their over-allotment option.

As such, no Class B ordinary shares were forfeited.

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

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM MARCH 3, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025

(Inception) Through

Cash Flows from Operating Activities:

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

Formation, general and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares

Formation, general and administrative expenses paid by Sponsor under promissory note – related party

Income of investments in Trust Account

Net income (loss)

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

General and administrative costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Income on investments in Trust Account

( 1,594,402 )

1 unchanged sentence

Prepaid expenses

Due from related party

Due to related party

Accounts payable

1 unchanged sentence

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash in Trust Account

( 173,362,500 )

Net cash used in investing activities

( 173,362,500 )

Cash Flows from Financing Activities:

Proceeds from sale of Units

Proceeds from Private Placement Units

Payment of underwriting fee

( 1,155,750 )

Capital contribution from Sponsor

Payment of promissory note – related party

Payment of offering costs

Proceeds from Promissory Note – related party

Net cash provided by financing activities

Net Change in Cash and Cash Equivalents

Cash and Cash Equivalents - Beginning

Cash and Cash Equivalents - Ending

Net change in Cash

Cash – Beginning of period

Cash – End of period

Non-Cash Investing and Financing Activities:

Deferred offering costs contributed by Sponsor through promissory note – related party

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Deferred underwriter fee payable

Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares

Deferred offering costs included in accrued offering costs

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

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

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

All activity for the period from March 3, 2025 (inception) through September 30, 2025 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), as defined below, and activities associated with identifying and negotiating a potential business combination.

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

All activity for the period from March 3, 2025 (inception) through March 31, 2026 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), as defined below, and activities associated with identifying and negotiating a potential business combination.

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

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Each whole Private Placement Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share.

Transaction costs for the Initial Public Offering amounted to $ 9,424,463 , consisting of $ 1,155,750 of cash underwriting fee, $ 5,175,000 of deferred underwriting fee, $ 2,294,250 for issuance of representative shares, and $ 799,463 of other offering costs.

Transaction costs for the Initial Public Offering amounted to $ 9,424,463 , consisting of $ 1,155,750 of cash underwriting fee, $ 5,175,000 of deferred underwriting fee (or $ 3,105,000 if in connection with the proposed Business Combination, as discussed further below), $ 2,294,250 for issuance of representative shares, and $ 799,463 of other offering costs.

The 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.

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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 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 sale of the Private Placement Units 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.

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 Units 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.

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The amount in the Trust Account is initially anticipated to be $ 10.05 per Public Share.

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

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

The Company will have only the duration of the Completion Window to complete the initial Business Combination.

4 unchanged sentences

and (iv) 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.

The Company’s 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) $ 10.05 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 $ 10.05 per share due to reductions in the value of the trust assets, less taxes payable (other than excise or similar taxes), 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.

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.

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On August 25, 2025, the Company executed a Business Combination Agreement (the “Business Combination Agreement”), with YA S3 Inc., a Florida corporation and an indirect wholly owned subsidiary of the Company (“SPAC Sub”), Foris Holdings KY Limited, a Cayman Islands exempted company known commercially as Crypto.com (“Crypto.com”), Crypto.com Strategy Holdings, a Cayman Islands exempted company (“Crypto.com Sub”), Yorkville Acquisition Sponsor, LLC, a Delaware limited liability company (“Sponsor”), and Trump Media & Technology Group Corp., a Florida corporation (“TMTG” and together with Crypto.com Sub and the Sponsor, the “Sellers”).

Pursuant to the terms of the Business Combination Agreement, the Sellers will contribute certain assets to the Company and SPAC Sub (as applicable) in exchange for Transaction Shares, the Forced Exercise Warrants and the Earnout Warrants (as applicable).

Pursuant to and concurrently with the execution of the Business Combination Agreement, Crypto.com entered into an Asset Contribution Agreement with Crypto.com Sub (the “Pre-Closing Crypto.com Contribution Agreement 1”) pursuant to which, immediately prior to, but contingent upon, the Closing, Crypto.com will contribute (the “Pre-Closing Crypto.com Contribution”) 6,313,000,212 Cronos tokens and all necessary physical devices required to establish and operate a Cronos proof of stake validator node and staking infrastructure (the “Cronos Assets”) to Crypto.com Sub.

Pursuant to and concurrently with the execution of the Business Combination Agreement, Crypto.com Sub entered into an Asset Contribution Agreement with the Company (the “Crypto.com Contribution and Sale Agreement” and, together with the Crypto.com Pre-Closing Contribution Agreement 1, the “Crypto.com Contribution Agreements”) pursuant to which, at the Closing, (a) Crypto.com Sub will (1) at the Closing, sell 90 % of the Cronos Assets to SPAC Sub and (2) immediately following the Closing, contribute 10 % of the Cronos Assets to the Company in consideration of an aggregate 100,000,000 shares of SPAC Class B Common Stock, and a Forced Exercise Warrant, exercisable for 10,000,000 shares of SPAC Class A Common Stock.

In connection with the consummation of the Crypto.com Contribution Agreement 2, at the Closing, Crypto.com will license to the Company, pursuant to a Trademark License Agreement, certain intellectual property and all operational knowhow and proprietary technology required to establish and operate a Cronos proof of stake validator node, and staking infrastructure.

Pursuant to and concurrently with the execution and delivery of the Business Combination Agreement, TMTG entered into a trademark license agreement (the “TMTG License Agreement”), with Trump Media Group, LLC, a Florida limited liability company, (“Asset Company”) pursuant to which, immediately prior to, but contingent upon, the Closing, TMTG will license the rights to use the “Trump Media Group” brand name and certain other Intellectual Property rights to the Asset Company (the “Pre-Closing TMTG Contribution” and together with the Pre-Closing Crypto.com Contribution, the “Pre-Closing Contributions”).

Pursuant to and concurrently with the execution and delivery of the Business Combination Agreement, TMTG entered into an asset contribution agreement with the Company (the “TMTG Contribution Agreement”) and, together with the Crypto.com Contribution Agreements and the TMTG License Agreement, the “Contribution Agreements”) pursuant to which, at the Closing, TMTG will contribute 100 % of the issued and outstanding membership interests of the Asset Company to the Company in consideration of 10,000,000 shares of SPAC Class A Common Stock, the Earnout Warrants (as described below) and a Forced Exercise Warrant, exercisable for 10,000,000 shares of SPAC Class A Common Stock.

At the Closing, subject to the terms and conditions set forth in the Business Combination Agreement and pursuant to the Contribution Agreements, the Sellers will sell to the Company (or SPAC Sub, as applicable), and the Company (or SPAC Sub, as applicable) will purchase from the Sellers, the Cronos Assets and the Asset Company Interests (as applicable) as follows:

(a) Crypto.com Sub will (i) sell to SPAC Sub, and SPAC Sub will purchase from Crypto.com Sub, all right, title and interest in and to 90 % of the Cronos Assets, free and clear of all Liens, in consideration of 90,000,000 shares of SPAC B Common Stock, and (ii) contribute to the Company, and the Company shall receive from Crypto.com Sub, all right, title and interest in and to 10 % of the Cronos Assets, free and clear of all Liens, in consideration of 10,000,000 shares of SPAC Class B Common Stock

and a Forced Exercise Warrant, exercisable for 10,000,000 shares of SPAC Class A Common Stock.

Pursuant to the terms of the Business Combination Agreement, the Sellers will contribute certain assets to the Company and SPAC Sub (as applicable) in exchange for Transaction Shares (as defined in the Business Combination Agreement), the Forced Exercise Warrants (as defined below) and the Earnout Warrants (as defined below) (as applicable).

Pursuant to and concurrently with the execution of the Business Combination Agreement (the “Business Combination Closing”), Crypto.com entered into an Asset Contribution Agreement with Crypto.com Sub (the “Pre-Closing Crypto.com Contribution Agreement 1”) pursuant to which, immediately prior to, but contingent upon, the Business Combination Closing, Crypto.com will contribute (the “Pre-Closing Crypto.com Contribution”) 6,313,000,212 Cronos tokens and all necessary physical devices required to establish and operate a Cronos proof of stake validator node and staking infrastructure (the “Cronos Assets”) to Crypto.com Sub.

Pursuant to and concurrently with the execution of the Business Combination Agreement, Crypto.com Sub entered into an Asset Contribution Agreement with the Company (the “Crypto.com Contribution and Sale Agreement” and, together with the Crypto.com Pre-Closing Contribution Agreement 1, the “Crypto.com Contribution Agreements”) pursuant to which, at the Business Combination Closing, (a) Crypto.com Sub will (1) at the Business Combination Closing, sell 90 % of the Cronos Assets to SPAC Sub and (2) immediately following the Business Combination Closing, contribute 10 % of the Cronos Assets to the Company in consideration of an aggregate 100,000,000 shares of SPAC Class B common Stock (“SPAC Class B Common Stock”), and a Forced Exercise Warrant, exercisable for 10,000,000 shares of SPAC Class A common stock (“SPAC Class A Common Stock”).

In connection with the consummation of the Crypto.com Contribution and Sale Agreement, at the Business Combination Closing, Crypto.com will license to the Company, pursuant to a Trademark License Agreement, certain intellectual property and all operational knowhow and proprietary technology required to establish and operate a Cronos proof of stake validator node, and staking infrastructure.

Pursuant to and concurrently with the execution and delivery of the Business Combination Agreement, TMTG entered into a trademark license agreement (the “TMTG License Agreement”), with Trump Media Group, LLC, a Florida limited liability company, (“Asset Company”) pursuant to which, immediately prior to, but contingent upon, the Business Combination Closing, TMTG will license the rights to use the “Trump Media Group” brand name and certain other intellectual property rights to the Asset Company (the “Pre-Closing TMTG Contribution” and together with the Pre-Closing Crypto.com Contribution, the “Pre-Closing Contributions”).

Pursuant to and concurrently with the execution and delivery of the Business Combination Agreement, TMTG entered into an asset contribution agreement with the Company (the “TMTG Contribution Agreement”) and, together with the Crypto.com Contribution Agreements and the TMTG License Agreement, the “Contribution Agreements”) pursuant to which, at the Business Combination Closing, TMTG will contribute 100 % of the issued and outstanding membership interests of the Asset Company (the “Asset Company Interests”) to the Company in consideration of 10,000,000 shares of SPAC Class A Common Stock, the Earnout Warrants (as described below) and a Forced Exercise Warrant, exercisable for 10,000,000 shares of SPAC Class A Common Stock (the “Forced Exercise Warrant”).

At the Business Combination Closing, subject to the terms and conditions set forth in the Business Combination Agreement and pursuant to the Contribution Agreements, the Sellers will sell to the Company (or SPAC Sub, as applicable), and the Company (or SPAC Sub, as applicable) will purchase from the Sellers, the Cronos Assets and the Asset Company Interests (as applicable) as follows:

(a) Crypto.com Sub will (i) sell to SPAC Sub, and SPAC Sub will purchase from Crypto.com Sub, all right, title and interest in and to 90 % of the Cronos Assets, free and clear of all liens, in consideration of 90,000,000 shares of SPAC Class B Common Stock, and (ii) contribute to the Company, and the Company shall receive from Crypto.com Sub, all right, title and interest in and to 10 % of the Cronos Assets, free and clear of all liens, in consideration of 10,000,000 shares of SPAC Class B Common Stock and a Forced Exercise Warrant, exercisable for 10,000,000 shares of SPAC Class A Common Stock.

The consideration will be allocated to SPAC Sub and the Company pursuant to the Crypto.com Contribution and Sale Agreement.

(b) TMTG will sell to the Company, and the Company will purchase from TMTG, all right, title and interest in and to the Asset Company Interests, free and clear of all liens, in consideration of 10,000,000 shares of SPAC Class A Common Stock and a Forced Exercise Warrant, exercisable for 10,000,000 shares of SPAC Class A Common Stock.

(c) Additionally, in exchange for such Asset Company Interests, the Company will issue three Earnout Warrants to TMTG, each exercisable for a number of shares of SPAC Class A Common Stock equal to 7 % of the Company’s outstanding capital stock at the time of the Closing, rounded to the nearest whole number.

Each Earnout Warrant will be exercisable within 30 days of the occurrence of the applicable triggering event as described in the Earnout Warrants.

(d) The Company will issue to the Sponsor a Forced Exercise Warrant exercisable (on or after the Closing Date) for 2,000,000 shares of SPAC Class A Common Stock.

Each Earnout Warrant will be exercisable within 30 days of the occurrence of the applicable triggering event as described in the Earnout Warrants (each, an “Earnout Warrant”).

(d) The Company will issue to the Sponsor a Forced Exercise Warrant exercisable (on or after the Business Combination Closing) for 2,000,000 shares of SPAC Class A Common Stock.

See Form 8-K filed with the SEC on August 26, 2025 for further discussion on the Business Combination.

Liquidity and Capital Resources

As of September 30, 2025, the Company had $ 290,238 of cash and a working capital deficit of $ 936,432 .

As of March 31, 2026, the Company had $ 60,261 of cash and a working capital deficit of $ 2,258,970 .

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through receipt of $ 25,000 from the Sponsor in exchange for the issuance of Founder Shares, and up to $ 300,000 under the Promissory Note (as defined in Note 6).

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Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”).

Securities and Exchange Commission (“SEC”).

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, the financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

Accordingly, the accompanying unaudited condensed financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which contains the audited financial statements and notes thereto.

The financial information as of December 31, 2025 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Emerging Growth Company Status

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.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

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Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period.

The preparation of the condensed consolidated financial statements in conformity with U.S.

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 condensed consolidated financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgement.

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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

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

One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities.

Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, YA S3 Inc., which is inactive.

All intercompany balances and transactions are eliminated in consolidation.

1 unchanged sentence

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 $ 290,238 in cash and no cash equivalents as of September 30, 2025.

The Company had $ 60,261 and $ 212,099 of cash and no cash equivalents, respectively as of March 31, 2026 and December 31, 2025.

Investments Held in Trust Account

As of September 30, 2025, the assets held in Trust Account, amounting to $ 174,599,568 , were held in money market funds.

At March 31, 2026 and December 31, 2025, the assets in the Trust Account, amounting to $ 177,932,677 and $ 176,338,275 , respectively, were held in money market funds backed by treasury securities in accordance with the Trust Agreement.

Offering Costs Associated with the Initial Public Offering

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Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Warrants and Private Placement Units were charged to shareholders’ deficit as the Public and Private Placement Warrants, after management’s evaluation, were accounted for under equity treatment.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability in an orderly transaction between market participants at the measurement date.

12 unchanged sentences

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

As of September 30, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

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

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

The Company is considered to be a Cayman Islands exempted 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.

As such, the Company’s tax provision was zero for the period presented.

Derivative Financial Instruments

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Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the condensed consolidated balance sheet date.

Net Loss Per Ordinary Share

As of March 31, 2026 and December 31, 2025, there were no derivative liabilities.

Net Income Per Ordinary Share

The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares.

1 unchanged sentence

The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”.

Net loss per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period.

Net income per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period.

Accretion associated with redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The Company has not considered the effect of the 5,750,000 Public Warrants in the calculation of diluted net loss per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares:

Three Months Ended

September 30, 2025

The Company has not considered the effect of the Public Warrants in the calculation of diluted net income per share, since the exercise of such warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares for the three months ended March 31, 2026:

For the Three Months Ended

March 31, 2026

Non-redeemable

Basic and diluted net loss per ordinary shares:

Allocation of net loss, basic and diluted

Basic and diluted net income per ordinary shares:

Allocation of net income, basic and diluted

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net loss per ordinary share

For the Period from March 3, 2025

Basic and diluted net income per ordinary share

The earnings per share presented in the statement of operations for the period from March 3, 2025 (inception) through March 31, 2025 is based on the following:

For the Period from

March 3, 2025

(inception) Through

September 30, 2025

Non-redeemable

Basic net loss per ordinary shares:

Allocation of net loss, basic

Basic weighted average ordinary shares outstanding

Basic net loss per ordinary share

Diluted net loss per ordinary shares:

Allocation of net loss, diluted

Diluted weighted average ordinary shares outstanding

Diluted net loss per ordinary share

March 31, 2025

Basic and diluted weighted average Class B Ordinary Shares outstanding

Basic and diluted net loss per share

Warrant Instruments

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The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of September 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheet.

As of September 30, 2025, the Class A ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheet are reconciled in the following table:

Accordingly, as of March 31, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheet.

As of March 31, 2026, the Class A ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheet are reconciled in the following table:

Gross proceeds from Initial Public Offering

4 unchanged sentences

Accretion of Class A ordinary shares subject to possible redemption

Class A ordinary shares subject to possible redemption at June 30, 2025

Class A ordinary shares subject to possible redemption at December 31, 2025

Accretion of Class A ordinary shares subject to possible redemption

Class A ordinary shares subject to possible redemption at September 30, 2025

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07 on March 3, 2025, the date of its inception.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

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

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures” (“ASU 2024-03”), which requires entities to disclose details about specific expenses, such as inventory purchases, employee compensation, depreciation, amortization and depletion, included within commonly presented income statement expense captions.

The disaggregated expense captions must be disclosed in a tabular format in the notes to the financial statements.

ASU 2024-03 is effective for annual periods beginning on January 1, 2027 and interim periods beginning on January 1, 2028.

The Company is currently evaluating the impact of adopting ASU 2024-03 on its financial statements and related disclosures.

In December 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-11, “Interim Reporting (Topic 270):

Narrow-Scope Improvements” (“ASU 2025-11”), which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting.

The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2025-11 on its consolidated financial statements and related disclosures.

Note 3 — Initial Public Offering

Pursuant to the Initial Public Offering on September 30, 2025, the Company sold 17,250,000 Units at a purchase price of $ 10.00 per Unit, which includes the full exercise of the underwriters’ over-allotment option in the amount of 2,250,000 Units.

Pursuant to the Initial Public Offering on June 30, 2025, the Company sold 17,250,000 Units at a purchase price of $ 10.00 per Unit, which includes the full exercise of the underwriters’ over-allotment option in the amount of 2,250,000 Units.

Each Unit consists of one Class A ordinary share and one -third of one redeemable warrant.

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

Each Public Warrant will become exercisable at the later of 12 months from the closing of this offering and 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Each Public Warrant will not become exercisable until 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Note 4 — Private Placement

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 351,825 Private Placement Units, at a price of $ 10.00 per unit, or $ 3,518,250 in the aggregate.

Each Private Placement Unit consists of one Private Placement Share and

one-third of one Private Placement Warrant.

Each Private Placement Unit consists of one Private Placement Share and one -third of one Private Placement Warrant.

Each whole Private Placement Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share.

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

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss.

The measure of segment assets is reported on the condensed consolidated 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 or loss and total assets, which include the following:

September 30,

Cash held in Trust Account

Investments held in Trust Account

For the Three

March 31, 2026

September 30,

Formation, general and administrative expenses

Income on investments in Trust Account

General and administrative expenses

Income earned on cash and marketable securities held in Trust Account

The CODM reviews cash held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

Formation, 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 Completion Window.

The CODM also reviews formation, general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Formation, general and administrative expenses, as reported on the condensed consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net loss are reported on the condensed consolidated statements of operations and described within their respective disclosures.

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 Completion Window.

The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative expenses, as reported on the condensed consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net loss are reported on the condensed consolidated statement of operations and described within their respective disclosures.

Note 6 — Related Party Transactions

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If the initial Business Combination is not completed within 24 months from the closing of the Initial Public Offering, the Sponsor will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it.

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, rights issuances, 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) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

issuances, 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) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Promissory Note — Related Party

3 unchanged sentences

On July 2, 2025, the Company repaid the Promissory Note in full to the Sponsor.

The Promissory Note was non-interest bearing and no amounts are outstanding as of September 30, 2025.

The Promissory Note was non-interest bearing and no amounts are outstanding as of December 31, 2025.

Borrowings under the Promissory Note are no longer available.

Due From Related Party

The Company made payments of $ 16,204 on behalf of a related party.

As of September 30, 2025, the Company had an outstanding balance of $ 16,204 included in due from related party on the accompanying unaudited condensed balance sheets.

Due to Related Party

On December 30, 2025, the Board of Directors (the “ Board ”) of Yorkville Acquisition Corp., approved the payment by the Company of a monthly advisory fee of $ 15,000 payable to the Company’s Chief Executive Officer, Kevin McGurn, in connection with identifying, investigating, negotiating and completing the Company’s initial Business Combination and related matters.

The advisory fee is effective as of October 2025 and will continue on a monthly basis until the earlier of (i) the closing and completion of the Company’s initial business combination and (ii) the liquidation of the Company.

As of March 31, 2026 and December 31, 2025, there is $ 15,000 and $ 45,000 , respectively, in due to related party related to the agreement.

The Company incurred $ 45,000 and $ 0 , respectively, for the three months ended March 31, 2026 and for the period from March 3, 2025 (inception) through March 31, 2025.

Amounts have been included in general and administrative expenses in the accompanying statement of operations.

Related Party Loans

In addition, in order to finance transaction costs in connection with its initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans.

In the event that the initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

If the Sponsor makes any Working Capital Loans, such loans may be convertible into private placement-equivalent units of the post-Business Combination entity at a price of $ 10.00 per unit (“Working Capital Units”), with each unit comprised of one Class A ordinary share (“Working Capital Share”) and one-third of one warrant to purchase one Class A ordinary share at an exercise price of $ 11.50 per share (“Working Capital Warrant”).

As of September 30, 2025, the Company had no borrowings under the Working Capital Loans.

If the Company completes its initial Business Combination, the Company would repay the Working Capital Notes.

In the event that the initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Notes but no proceeds held in the Trust Account would be used to repay the Working Capital Notes.

If the Sponsor makes any Working Capital Notes, of which up to $ 1,500,000 of such Working Capital Notes may be convertible into private placement-equivalent units of the post-Business Combination entity at a price of $ 10.00 per unit (“Working Capital Units”), with each unit comprised of one Class A ordinary share (“Working Capital Share”) and one -third of one warrant to purchase one Class A ordinary share at an exercise price of $ 11.50 per share (“Working Capital Warrant”).

On February 11, 2026, the Company issued a convertible unsecured promissory note (the “Working Capital Note”) in the aggregate principal amount of $ 250,000 to the Sponsor in order to provide the Company with additional working capital.

Pursuant to the terms of the Working Capital Note, the principal balance shall not accrue interest;

shall be payable by the Company on the earlier of the date on which Company consummates its initial Business Combination or the date that the winding up of the Company is effective;

and is convertible at the Sponsor’s election upon the consummation of the Company’s initial business combination.

Should the Sponsor elect to convert all or a portion of the principal balance, the elected principal balance amount will convert, at a price of $ 10.00 per unit, into units identical to the Private Placement Units issued in connection with the Company’s Initial Public Offering (each, a “Working Capital Unit”), rounded down to the nearest whole number.

On February 19, 2026, the Company drew $ 250,000 against the Working Capital Note.

As of March 31, 2026, there is $ 250,000 outstanding under the Working Capital Note.

The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance of the Working Capital Note.

Additionally, in order to finance potential extensions, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company up to $ 3,450,000 in extension loans (assuming the underwriters exercise their over-allotment option and no Public Shares have been redeemed at the time of each extension), as may be required (“Extension Loans”).

The Extension Loans may be convertible private placement-equivalent units of the post-business combination entity at a price of $ 10.00 per unit (“Extension Units”), with each unit comprised of one Class A ordinary share (“Extension Share”) and one -third of one warrant to purchase one Class A ordinary share at an exercise price of $ 11.50 per share (“Extension Warrant”).

As of September 30, 2025, the Company had no borrowings under the Extension Loans.

As of March 31, 2026 and December 31, 2025, the Company had no borrowings under the Extension Loans.

Note 7 — Commitments and Contingencies

6 unchanged sentences

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the ongoing wars between Russian and Ukraine, Israel and Hamas, Iran and its proxies in certain of the neighboring countries in the Middle East 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.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the ongoing wars between Russia and Ukraine, Israel and Hamas, Iran and its proxies in certain of the neighboring countries in the Middle East 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.

Registration Rights

10 unchanged sentences

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

On August 25, 2025, the underwriters agreed to reduce the deferred underwriting discount to $ 0.18 per Unit sold in the Initial Public Offering, or $ 3,105,000 , in connection with the proposed Business Combination contemplated by the Business Combination Agreement.

If the Company consummates a Business Combination other than the proposed Business Combination, the deferred underwriting discount will remain $ 0.30 per Unit, or $ 5,175,000 .

Representative Shares

9 unchanged sentences

Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each.

At September 30, 2025, there were no preference shares issued or outstanding.

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

Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $ 0.0001 each.

At September 30, 2025, 581,250 shares of Class A ordinary shares were issued and outstanding, excluding 17,250,000 shares subject to possible redemption.

As of March 31, 2026 and December 31, 2025, there were 581,250 shares of Class A ordinary shares issued and outstanding, excluding 17,250,000 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001 each.

At September 30, 2025, there were 5,750,000 Class B ordinary shares issued and outstanding.

As of March 31, 2026 and December 31, 2025, 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 sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares 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;

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 this offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares 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 Notes) 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.

1 unchanged sentence

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.

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.

2 unchanged sentences

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.

Warrants — As of September 30, 2025, there were 5,867,275 warrants outstanding, including 5,750,000 Public Warrants and 117,275 Private Placement Warrants.

Warrants — As of March 31, 2026 and December 31, 2025, there were 5,867,240 warrants outstanding (including warrants that are constituent security of either the Units or the Private Placement Units), including 5,749,965 Public Warrants and 117,275 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 the later of 12 months from the closing of this offering and 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 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 Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current.

No Public Warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a Public Warrant unless the Class A ordinary share issuable upon such Public 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 Public Warrants.

In the event that the conditions in the two immediately

preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless.

In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless.

In no event will the Company be required to net cash settle any Public Warrant.

3 unchanged sentences

Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a Public 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.

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 underlying 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 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.

3 unchanged sentences

● at a price of $ 0.01 per Public Warrant;

● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”);

● upon a minimum of 30 day s’ 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 Public 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 Public Warrant holders.

1 unchanged sentence

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.

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 9 — Fair Value Measurements

7 unchanged sentences

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on September 30, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

September 30, 2025

Cash held in Trust Account

Recurring Fair Value Measurements

The following table presents information about the Company’s recurring fair value measurements as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

March 31, 2026

Investments held in Trust Account

December 31, 2025

Investments held in Trust Account

Non-Recurring Fair Value Measurements

Upon consummating the Initial Public Offering on June 30, 2025, the Public Warrants were valued using a Black-Scholes Simulation Model, resulting in a fair value of $ 3,526,667 .

The Public Warrants were valued using Level 3 inputs and 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:

The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants:

June 30, 2025

3 unchanged sentences

Risk-free rate

Selected volatility

Calculated value per warrant

Estimated implied volatility

Market adjustment

Calculated value per warrant

Note 10 — Subsequent Events

On October 16, 2025, the Company was reimbursed $ 16,204 for payments made on behalf of a related party.

As such, no amounts are due from related party.

The Company evaluated subsequent events and transactions that occurred after the accompanying balance sheet date through the date that the accompanying unaudited condensed financial statements were issued.

Based upon this review, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements, other than those disclosed below.

On April 22, 2026, Mr.

Kevin McGurn notified the board of directors of the Company of his resignation as Chief Executive Officer of the Company, effective immediately.

McGurn's resignation was not the result of any dispute or disagreement with the Company on any matter, whether related to the Company's operations, policies, practices or otherwise.

On April 22, 2026, Mr.

Troy Rillo was appointed as Chief Executive Officer of the Company by the Company's board of directors, effective immediately.

Mr Rillo will continue to serve as Chief Financial Officer of the Company.

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

What changed 10-Q

Item 1. Financial Statements