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Item 1. Financial Statements

2026-08-12 compared with 2026-05-15 · 176 added, 122 removed, 366 unchanged (45% of the section changed)

1 unchanged sentence

YORKVILLE ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEET

March 31, 2026

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2026

December 31, 2025

19 unchanged sentences

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

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

17,250,000 shares issued and outstanding at redemption value of $ 10.31 and $ 10.22 per share at June 30, 2026 and December 31, 2025, respectively

Shareholders’ Deficit

1 unchanged sentence

1,000,000 shares authorized;

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

none issued and outstanding at June 30, 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) at March 31, 2026 and December 31, 2025, respectively

581,250 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) at June 30, 2026 and December 31, 2025

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

5,750,000 shares issued and outstanding at June 30, 2026 and December 31, 2025

Additional paid-in capital

9 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(inception) through

(Inception) to

General and administrative expenses

9 unchanged sentences

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).

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

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

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

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 (see Note 6).

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

3 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the Three Months Ended March 31, 2026

For the Three and Six Months Ended June 30, 2026

Ordinary Shares

7 unchanged sentences

( 1,594,402 )

Balance – March 31, 2026

Balance – March 31, 2026 (unaudited)

( 7,396,082 )

( 7,395,449 )

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

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

( 1,601,107 )

Balance – June 30, 2026 (unaudited)

( 7,576,081 )

( 7,575,448 )

For the Three Months Ended June 30, 2025 and For the Period from March 3, 2025 (Inception) Through June 30, 2025

Ordinary Shares

3 unchanged sentences

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).

Balance – March 31, 2025 (unaudited)

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 to redemption value

( 9,352,606 )

( 4,268,345 )

( 13,620,951 )

Balance – June 30, 2025 (unaudited)

( 4,360,479 )

( 4,359,846 )

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 (see Note 6).

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

8 unchanged sentences

General and administrative costs 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 on investments in Trust Account

6 unchanged sentences

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 offering costs

Proceeds from Promissory Note – related party

4 unchanged sentences

Non-Cash Investing and Financing Activities:

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

Deferred offering costs included in accrued offering costs

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

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

5 unchanged sentences

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 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.

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

All activity for the period from March 3, 2025 (inception) through June 30, 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.

The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.

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.

5 unchanged sentences

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 (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.

Transaction costs for the Initial Public Offering amounted to $ 9,424,463 , consisting of $ 1,155,750 of cash underwriting fees, $ 5,175,000 of deferred underwriting fees (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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Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

Business Combination Agreement

Termination of Business Combination Agreement

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

The Company, SPAC Sub, Crypto.com, Crypto.com Sub, TMTG and the Sponsor are referred to herein as the “Parties.”

On August 7, 2026, the Parties entered into a Mutual Termination and Release Agreement (the “Termination Agreement”), pursuant to which the Business Combination Agreement was terminated by the mutual consent of the Parties, effective as of August 7, 2026, due to market conditions.

As a result of the mutual termination of the Business Combination Agreement, that agreement became of no further force and effect, except as set forth in the Termination Agreement.

The mutual termination of the Business Combination Agreement also terminated and made void the transaction agreements that were entered into in connection with the Business Combination Agreement.

Liquidity, Capital Resources and Going Concern

As of June 30, 2026, the Company had $ 181,617 of cash and a working capital deficit of $ 2,400,448 .

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).

1 unchanged sentence

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205 - 40, “Presentation of Financial Statements — Going Concern”, subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

Based on the foregoing, these factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the financial statements are issued.

The Company has until June 27, 2027 to consummate a Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by this time.

If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.

Further, the Company has incurred and expects to continue to incur significant costs in pursuit of a Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

In addition, if the Company is unable to complete a Business Combination within the Combination Period (by June 27, 2027), the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period.

As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern.

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

Management plans to address this uncertainty through a Business Combination.

The Company cannot be assured that its plans to consummate an Initial Business Combination will be successful.

Note 2 — Significant Accounting Policies

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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 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.

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 period presented.

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.

Accordingly, the accompanying unaudited condensed

consolidated 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 consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal 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 period ended December 31, 2025.

The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Emerging Growth Company Status

5 unchanged sentences

Use of Estimates

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.

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

Making estimates requires management to exercise significant judgment.

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

5 unchanged sentences

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

The Company considers all short-term investments not held in Trust with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 181,617 and $ 212,099 of cash and no cash equivalents, respectively, as of June 30, 2026 and December 31, 2025.

Investments Held in Trust Account

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.

At June 30, 2026 and December 31, 2025, the assets in the Trust Account, amounting to $ 179,533,784 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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Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance 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.

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

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

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

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

As of June 30, 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 period presented.

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

Derivative Financial Instruments

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

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.

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

Net Income Per Ordinary Share

Derivative liabilities are classified in the balance sheets 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.

As of June 30, 2026 and December 31, 2025, there were no derivative liabilities.

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

Net income (loss) 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 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

June 30, 2026

Non-redeemable

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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

For the Six Months Ended

June 30, 2026

Non-redeemable

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 income per ordinary share

The earnings per share presented in the statements of operations for the three months ended June 30, 2025 and for the period from March 3, 2025 (inception) through June 30, 2025 is based on the following:

Three Months Ended

June 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

For the Period from March 3, 2025

(Inception) through

March 31, 2025

Basic and diluted weighted average Class B Ordinary Shares outstanding

Basic and diluted net loss per share

June 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

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 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:

Accordingly, as of June 30, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheet.

As of June 30, 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

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( 9,231,784 )

Accretion of Class A ordinary shares subject to possible redemption

Remeasurement of Class A ordinary shares subject to possible redemption

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 March 31, 2026

Remeasurement of Class A ordinary shares subject to possible redemption

Class A ordinary shares subject to possible redemption at June 30, 2026

Accounting Standards Not Yet Adopted

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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):

In December 2025, the FASB issued 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.

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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 statement of operations as net income or loss.

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

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

Investments held in Trust Account

For the Three

March 3, 2025

(Inception) to

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.

Income on investments in Trust Account

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

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.

1 unchanged sentence

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.

All other segment items included in net loss are reported on the condensed consolidated statements 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.

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.

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 subdivisions, 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.

Promissory Note — Related Party

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The Promissory Note was non-interest bearing, unsecured and due at the earlier of March 25, 2026, or the closing of the Initial Public Offering.

As of June 30, 2025, the Company had borrowed $ 124,723 under the Promissory Note.

As of June 30, 2025, the closing of the Initial Public Offering, the Company had borrowed $ 124,723 under the Promissory Note.

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

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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.

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.

As of June 30, 2026 and December 31, 2025, there is $ 0 and $ 45,000 , respectively, in due to related party related to the agreement.

The Company incurred $ 11,250 and $ 56,250 , respectively, for the three and six months ended June 30, 2026.

The Company incurred $ 0 for the three months ended June 30, 2025 and for the period from March 3, 2025 (inception) through June 30, 2025.

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

Related Party Loans

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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”).

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.

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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.

On May 4, 2026, the Company entered into an amendment to the Working Capital Note increasing the aggregate principal amount to $ 500,000 .

Additionally, on May 4, 2026, the Company drew an additional $ 250,000

against the Working Capital Note.

As of June 30, 2026, there is $ 500,000 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.

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

As of June 30, 2026 and December 31, 2025, the Company had no borrowings under the Extension Loans.

Note 7 — Commitments and Contingencies

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The ongoing wars between Russia and Ukraine and between Israel and Hamas, Iran and its proxies in certain of the neighboring countries in the Middle East 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.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

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

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Registration Rights

The holders of the Founder Shares, placement units, Working Capital Units and Extension Units that may be issued upon conversion of loans made by the Sponsor or one of its affiliates, and their permitted transferees, will have registration rights to require the Company to register a sale of any of its securities held by them (in the case of the Founder Shares, only after conversion to our Class A ordinary shares) pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering.

These holders will be entitled to make up to three demands, excluding short form registration demands, that we register such securities for sale under the Securities Act.

In addition, these holders will have “piggy-back” registration rights to include such securities in other registration statements filed by us and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period.

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

The holders of the Founder Shares, placement units, Working Capital Units and Extension Units that may be issued upon conversion of loans made by the Sponsor or one of its affiliates, and their permitted transferees, will have registration rights to require the Company to register a sale of any of its securities held by them (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares) pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering.

These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act.

In addition, these holders will have “piggyback” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period.

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

Underwriting Agreement

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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 .

As a result of termination of the Business Combination Agreement, the deferred underwriting discount will remain $ 0.30 per Unit, or $ 5,175,000 .

Representative Shares

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The fair value of the Representative Shares was determined to be $ 10.00 per share as the Representative Shares were issued at approximately the same time as the units sold at $ 10.00 per unit in the Initial Public Offering.

The Company accounted for the Representative Shares as an expense of the Initial Public Offering, resulting in a charge directly to shareholder’s equity and will not require remeasurement after issuance.

The Company accounted for the Representative Shares as an expense of the Initial Public Offering, resulting in a charge directly to shareholders’ deficit and will not require remeasurement after issuance.

Clear Street (and any of its designees to whom the Representative Shares are issued) agree not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of a Business Combination.

In addition, the Representative Shares are deemed to be underwriting compensation by the Financial Industry Regulatory Authority, Inc.

(“FINRA”) pursuant to FINRA Rule 5110 and will, accordingly, be subject to certain transfer restrictions or a period of 180 days beginning on the date of commencement of sales of the Units in the Initial Public Offering.

(“FINRA”) pursuant to FINRA Rule 5110 and will, accordingly, be subject to certain transfer restrictions for a period of 180 days beginning on the date of commencement of sales of the Units in the Initial Public Offering.

Furthermore, Clear Street agreed (and any of its designees to whom the Representative Shares are issued agree) (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Completion Window.

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

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

As of June 30, 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.

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.

As of June 30, 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.

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.

As of June 30, 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 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 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;

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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.

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.

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.

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 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.

Warrants — As of June 30, 2026 and December 31, 2025, there were 5,867,240 warrants outstanding, 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.

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If a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective by the sixtieth (60 th ) business day after the closing of the initial Business Combination, Public 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 Public 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 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.

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 “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.

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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

The following table presents information about the Company’s recurring fair value measurements as of June 30, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

June 30, 2026

Investments held in Trust Account

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Note 10 — Subsequent Events

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.

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

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

On August 7, 2026, the Parties entered into the Termination Agreement, pursuant to which the Business Combination Agreement was terminated by the mutual consent of the Parties, effective as of August 7, 2026, due to market conditions.

As a result of the mutual termination of the Business Combination Agreement, that agreement became of no further force and effect, except as set forth in the Termination Agreement.

The mutual termination of the Business Combination Agreement also terminated and made void the transaction agreements that were entered into in connection with the Business Combination Agreement.

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