What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-15 compared with 2025-11-13 · 145 added, 239 removed, 331 unchanged (54% of the section changed)

Financial Statements

MCKINLEY ACQUISITION CORPORATION

UNAUDITED CONDENSED BALANCE SHEET

SEPTEMBER 30, 2025

ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

Current assets:

19 unchanged sentences

Commitments and Contingencies (Note 7)

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

17,250,000 shares issued and outstanding at redemption value of $ 10.06 per share 173,451,679

Class A ordinary shares subject to redemption, $ 0.0001 par value;

17,250,000 shares issued and outstanding at redemption value of $ 10.24 and $ 10.15 per share as of March 31, 2026 and December 31, 2025, respectively 176,657,691 175,137,749

Shareholders’ Deficit

4 unchanged sentences

239,000,000 shares authorized;

540,000 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) 55

551,250 shares issued and outstanding (excluding 17,250,000 shares subject to redemption) 56 56

Class B ordinary shares, $ 0.0001 par value;

1 unchanged sentence

6,543,103 shares issued and outstanding 654 654

Share receivable ( 500,000 )

Subscription note receivable ( 500,000 ) ( 500,000 )

Additional paid-in capital — —

2 unchanged sentences

Total Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit $ 178,231,254 176,922,057

The accompanying notes are an integral part of these unaudited condensed

financial statements.

MCKINLEY ACQUISITION CORPORATION

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

ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

2 unchanged sentences

(Inception) Through

September 30,

March 31, 2026

March 31, 2025

Loss from operations:

2 unchanged sentences

Insurance expense 16,644 —

Subscription expense 2,264 —

Net loss from operations ( 233,447 ) ( 8,601 )

2 unchanged sentences

Net other income 1,519,942 —

Net income $ 602,427 $ 539,006

Net income (loss) $ 1,286,495 $ ( 8,601 )

Basic weighted average Class A ordinary shares subject to possible redemption outstanding 17,250,000 —

6 unchanged sentences

Diluted net income per Class A & Class B ordinary shares not subject to possible redemption $ 0.05 $ —

The accompanying notes are an integral part of

these unaudited condensed financial statements.

MCKINLEY ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND FOR THE PERIOD FROM MARCH 27, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025

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

ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE MONTHS ENDED MARCH 31, 2026

ordinary shares

Additional Paid-In

Total Shareholder’s

Balance as of March 27, 2025 (inception) — $ — — $ — $ — $ — $ — $ —

Net loss — — — — — — ( 8,601 ) ( 8,601 )

Balance as of March 31, 2025 (Unaudited) — — — — — — ( 8,601 ) ( 8,601 )

Issuance of Class B ordinary shares to Sponsor — — 6,543,103 654 — 24,346 — 25,000

Net loss — — — — — — ( 54,820 ) ( 54,820 )

Balance as of June 30, 2025 (Unaudited) — — 6,543,103 $ 654 — $ 24,346 $ ( 63,421 ) $ ( 38,421 )

Sale of Public Units — — — — — 3,622,244 — 3,622,244

Sale of Private Placement Units 465,000 47 — — ( 500,000 ) 4,649,953 — 4,150,000

Capital contribution of membership interests — — — — — 12,765,331 — 12,765,331

Cost of raising capital for non-managing sponsor and underwriter interests — — — — — ( 12,765,331 ) — ( 12,765,331 )

Issuance of Representative Shares 75,000 8 — — — 749,992 — 750,000

Allocated value of transaction costs to Rights — — — — — ( 175,365 ) — ( 175,365 )

Exercise of over-allotment option — — — — — 149,000 — 149,000

Shareholders’

Balance as of January 1, 2026 551,250 $ 56 6,543,103 $ 654 $ ( 500,000 ) $ — $ ( 2,303,752 ) $ ( 2,803,042 )

Increase to deferred underwriting commissions due to exercise of over-allotment option (1) — — — — — — ( 675,000 ) ( 675,000 )

Remeasurement of Class A ordinary shares to redemption value — — — — — — ( 1,519,942 ) ( 1,519,942 )

Net income — — — — — — 1,286,495 1,286,495

Balance as of September 30, 2025 (Unaudited) 540,000 $ 55 6,543,103 $ 654 $ ( 500,000 ) $ — $ ( 2,101,395 ) $ ( 2,600,686 )

The accompanying notes are an integral part of

these unaudited condensed financial statements.

MCKINLEY ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MARCH 27, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025

Balance as of March 31, 2026 551,250 $ 56 6,543,103 $ 654 $ ( 500,000 ) $ — $ ( 3,212,199 ) $ ( 3,711,489 )

(1) As a result of the underwriters full exercise of the underwriters’ over-allotment option, the underwriters are entitled to additional deferred underwriting commissions of 3.0 % from the gross proceeds from the sale of the additional 2,250,000 Units, or $ 675,000 .

As such, the Company recorded an adjustment of $ 675,000 to increase the deferred underwriting commission payable to $ 5,175,000 .

FOR THE PERIOD FROM MARCH 27, 2025

(INCEPTION) THROUGH MARCH 31, 2025

ordinary shares

Shareholder’s

Balance as of March 27, 2025 (Inception) — — — $ — $ — $ — $ — $ —

Net loss — — — — — — ( 8,601 ) ( 8,601 )

Balance as of March 31, 2025 — — — $ — $ — $ — $ ( 8,601 ) $ ( 8,601 )

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

ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended

March 27, 2025

(Inception) Through

Cash Flows from Operating Activities:

Net income $ 539,006

Net income (loss) $ 1,286,495 $ ( 8,601 )

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

2 unchanged sentences

Prepaid expenses ( 50,309 ) ( 45,000 )

Due from related party 8,026 —

Accounts payable ( 8,833 ) 7,506

Accrued expenses 27,711 1,095

Administrative services fee payable – related party 10,452

Administrative service fee payable – related party 3,824 —

Net cash used in operating activities ( 253,028 ) ( 45,000 )

Cash Flows from Investing Activities:

Investment of cash into Trust Account ( 172,500,000 )

Net cash used in investing activities ( 172,500,000 )

Cash Flows from Financing Activities:

Proceeds from sale of Public Units 150,000,000

Proceeds from exercise of over-allotment option 22,500,000

Proceeds from sale of Private Placement Units 4,650,000

Payment of underwriter fees and commissions ( 1,575,000 )

Proceeds from issuance of Class B ordinary shares 25,000

Proceeds from Sponsor for purchase of Class B ordinary shares — 25,000

Proceeds from promissory note – related party — 20,000

Payment of promissory note – related party ( 185,000 )

Payment of offering costs ( 288,013 )

Share receivable ( 500,000 )

Net cash provided by financing activities — 45,000

4 unchanged sentences

Remeasurement of Class A ordinary shares to redemption value $ 1,519,942 $ —

The accompanying notes are an integral part of

these unaudited condensed financial statements.

MCKINLEY ACQUISITION CORPORATION

Increase to deferred underwriting commissions due to exercise of over-allotment option $ 675,000 $ —

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

ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

MARCH 31, 2026

Note 1 — Organization and Business Operations

2 unchanged sentences

The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.

As of September 30, 2025, the Company had not yet commenced operations.

All activity for the period from March 27, 2025 (inception) through September 30, 2025 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and following the Initial Public Offering, seeking a target business to acquire.

As of March 31, 2026, the Company had not yet commenced operations.

All activity for the period from March 27, 2025 (inception) through March 31, 2026 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and following the Initial Public Offering, seeking a target business to acquire.

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

10 unchanged sentences

Of the $ 4,650,000 purchase price, $ 500,000 has not yet been received and is included in the balance sheet as a subscription receivable, representative of the non-interest bearing, unsecured promissory note issued to the Sponsor (see Note 6).

Transaction costs amounted to $ 7,262,013 , consisting of $ 1,500,000 cash underwriting fee, $ 4,500,000 of deferred underwriting fee, and $ 1,262,013 of other offering costs.

Transaction costs amounted to $ 7,262,013 , consisting of $ 1,500,000 cash underwriting fee, $ 4,500,000 of deferred underwriting commissions, and $ 1,262,013 of other offering costs.

Deferred underwriting commissions increased to $ 5,175,000 due to the underwriters’ full exercise of the over-allotment option on August 15, 2025.

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 contingent, 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.

1 unchanged sentence

There is no assurance that the Company will be able to successfully effect a Business Combination.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Upon the closing of the Initial Public Offering and exercise of the underwriters’ over-allotment option, $ 150,000,000 of the proceeds from the Initial Public Offering and $ 22,500,000 of the proceeds from the exercise of the underwriters’ over-allotment option were deposited into the Trust Account (the “Trust Account”), respectively, and is invested only in cash held in a demand deposit account, U.S.

16 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.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The Company’s Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per 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”).

2 unchanged sentences

Going Concern and Liquidity

As of September 30, 2025, the Company had $ 1,883,395 cash and working capital of $ 1,841,061 .

As of March 31, 2026, the Company had $ 1,410,014 of cash and working capital of $ 1,438,915 .

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

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,” as of September 30, 2025, the Company does not have sufficient liquidity to meet its current obligations which is considered to be one year from the date of the issuance of the financial statements.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, Going Concern Considerations, as of March 31, 2026, the Company does not have sufficient liquidity to meet its obligations for a reasonable period of time which is considered to be one year from the date of the issuance of the financial statements.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

3 unchanged sentences

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

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.

Furthermore, changes to policy implemented by the U.S.

Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S.

and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S.

regulatory environment, inflation and other areas.

For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico.

On February 1, 2025, the U.S.

imposed a 25 % tariff on imports from Canada and Mexico, which were subsequently suspended for a period of one month, and a 10 % additional tariff on imports from China.

More recently on April 2, 2025, President Trump signed an executive order imposing a minimum 10 percent baseline tariff on all U.S.

imports, with higher tariffs applied to imports from 57 specific countries.

The baseline tariff rate became effective on April 5, while tariffs on imports from the 57 targeted nations, ranging from 11 to 50 percent, took effect on April 9.

On the same day, President Trump announced a 90-day ‘pause’ on reciprocal tariffs for all but China, which continues to face tariffs as high as 145%.

Historically, tariffs have led to increased trade and political tensions, between not only the U.S.

and China, but also between the U.S.

and other countries in the international community.

In response to tariffs, other countries have implemented retaliatory tariffs on U.S.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, and tariff on imports from foreign countries 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.

Various social and political circumstances in the U.S.

and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S.

and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S.

and worldwide.

Specifically, the conflict between Russia and Ukraine, and the conflicts in the Middle East, and resulting market volatility could adversely affect the Company’s ability to complete a Business Combination.

In response to the conflict between Russia and Ukraine, the U.S.

and other countries have imposed sanctions or other restrictive actions against Russia.

In addition to the Russia-Ukraine conflict, the U.S.-Israel-Iran conflict has had immediate and substantial effects on global trade, energy markets and financial markets.

Disruptions to critical maritime shipping routes have led major shipping companies and tanker operators to suspend or reroute operations, increasing transit times and freight costs and causing widespread supply chain disruptions.

Insurance coverage for certain high-risk areas has become more costly or unavailable, and regional airspace closures have adversely affected commercial aviation.

These developments have contributed to volatility in global commodity prices, including oil, and have resulted in declines in global equity markets and increased demand for safe-haven assets.

The evolving conflict environment has also led to heightened sanctions enforcement and increased compliance risks in financial markets.

Any of the above factors, including sanctions, export controls, tariffs, trade wars and other geopolitical actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

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

Note 2 — Significant Accounting Policies

15 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 1,883,395 cash and no cash equivalents as of September 30, 2025.

The Company had $ 1,410,014 and $ 1,663,042 in cash and no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

Cash Held in Trust Account

As of September 30, 2025, the assets held in the Trust Account, amounting to $ 173,451,679 , were held in cash.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

As of March 31, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $ 176,657,691 and $ 175,137,749 , respectively, were held in a demand deposit account.

Concentration of Credit Risk

2 unchanged sentences

Due From Related Party

The Company had a $ 30,478 receivable from the Sponsor as of September 30, 2025 (see Note 6).

The amount is expected to be repaid in full.

The Company had a $ 8,026 receivable from the Sponsor as of December 31, 2025 (see Note 6).

The amount was repaid in full with no amounts outstanding as of March 31, 2026.

Deferred Offering Costs

17 unchanged sentences

The Units were delivered to the underwriters in connection with the closing on August 19, 2025.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

As such, the Company recorded an additional $ 22,500,000 of gross proceeds to cash held in Trust Account and an additional $ 675,000 of deferred underwriting commissions as a result of the full exercise.

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

5 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 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.

In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid.

ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others.

Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction.

ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold.

ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.

The Company has assessed the impact of ASU 2023-09 and determined there is no material impact on its financial position, results of operations or cash flows.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBA”).

ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted.

The Company evaluated the impact of the new law and determined none of the tax provisions are expected to have a significant impact on the Company’s financial statements.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

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

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480).

Class A Ordinary Shares Subject to Redemption

The Company accounts for its Class A ordinary shares subject to redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480).

Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value.

2 unchanged sentences

In accordance with ASC 480-10-S99, the Company classifies the Class A ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

Given that the 15,000,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., rights), the initial carrying value of Class A ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20.

Given that the 17,250,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering and in connection with the full exercise of the underwriters’ over-allotment option were issued with other freestanding instruments (i.e., rights), the initial carrying value of Class A ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20.

If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

1 unchanged sentence

The initial accretion and subsequent remeasurements will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

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’ equity section of the Company’s balance sheet.

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

Gross proceeds from Initial Public Offering $ 150,000,000

Proceeds allocated to Public Rights ( 3,446,879 )

Proceeds allocated to over-allotment option liability ( 145,402 )

Offering costs allocated to Class A ordinary shares subject to possible redemption ( 6,941,246 )

Offering costs allocated to Public Rights ( 175,365 )

Underwriter exercise of over-allotment option 22,500,000

Accretion of Class A ordinary shares subject to possible redemption 11,660,571

Class A ordinary shares subject to possible redemption at September 30, 2025 $ 173,451,679

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Accordingly, as of March 31, 2026 and December 31, 2025, Class A ordinary shares subject to redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of March 31, 2026 and December 31, 2025, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Class A ordinary shares subject to redemption at December 31, 2025 175,137,749

Accretion of Class A ordinary shares subject to redemption 1,519,942

Class A ordinary shares subject to redemption at March 31, 2026 176,657,691

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The Company has two categories of shares for the purposes of calculating net income per ordinary share, which include redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares.

Income is allocated pro rata between the two categories of shares.

Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the period.

Diluted net income per share attributable to ordinary shareholders adjusts the basic net income per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants.

However, because the warrants are anti-dilutive, they have been excluded from the calculation of diluted income per ordinary share for the periods presented.

For the period from

For the Three Months Ended March 27, 2025

(inception) through

September 30, 2025 September 30, 2025

ordinary shares Non-redeemable

ordinary shares Redeemable

ordinary shares Non-redeemable

ordinary shares

Basic net income per ordinary share

Allocation of net income $ 353,885 $ 248,542 $ 228,487 $ 310,519

Basic weighted average shares outstanding 9,040,761 6,349,527 4,424,202 6,012,571

Basic net income per ordinary share $ 0.04 $ 0.04 $ 0.05 $ 0.05

For the period from

For the Three Months Ended March 27, 2025

(inception) through

September 30, 2025 September 30, 2025

ordinary shares

Non-redeemable

ordinary shares Redeemable

For the Three Months Ended

March 31, 2026

ordinary shares Non-redeemable

ordinary shares

Diluted net income per ordinary share

Basic and diluted net income per ordinary share

Allocation of net income $ 913,042 $ 373,453

Diluted weighted average shares outstanding 9,040,761 6,804,081 4,424,202 6,670,816

Diluted net income per ordinary share $ 0.04 $ 0.04 $ 0.05 $ 0.05

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Basic and diluted weighted average shares outstanding 17,250,000 7,055,603

Basic and diluted net income per ordinary share $ 0.05 $ 0.05

There were no redeemable Class A ordinary shares or non-redeemable Class A and Class B ordinary shares issued and outstanding as of March 31, 2025.

As such, there are no earnings per share to report for the period from March 27, 2025 (inception) through March 31, 2025.

The Company accounts for the Public and Private Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and will classify the rights under equity treatment at its fair value once determined upon the closing of the Initial Public Offering.

Accordingly, the Company evaluated and classified the rights under equity treatment at its fair value at the closing of the Initial Public Offering.

Correction of Error in the Prior Period Financial Statements

The Company identified an error in the balance of the deferred underwriting fee commissions as of December 31, 2025 as a result of the exercise of the underwriters’ over-allotment option on August 15, 2025.

The Company recorded an out of period adjustment to the financial statements as of, and for the three months ended, March 31, 2026 of $ 675,000 to adjust the balance from 4,500,000 as of December 31, 2025 to $ 5,175,000 as of March 31, 2026.

The adjustment appropriately reflects the underwriters’ entitlement to deferred commissions of 3.0 % of the proceeds generated from the 15,000,000 Units sold in the Initial Public Offering and 2,250,000 Units sold pursuant to the underwriter’s over-allotment option.

The Company determined the adjustment was not material to prior period financial statements.

Recent Accounting Standards

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 27, 2025, the date of its incorporation.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBA”).

ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted.

The Company is currently evaluating the impact of the new law.

However, none of the tax provisions are expected to have a significant impact on the Company’s financial statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“VIE”).

This standard clarifies the guidance in determining the accounting acquirer in certain transactions involving VIEs.

The update aims to improve consistency and comparability in financial reporting, especially when companies merge with a SPAC.

ASU 2025-03 requires entities to apply the same factors used for determining the accounting acquirer in other acquisition transactions.

The ASU is applied prospectively to all business combinations with acquisition dates occurring on or after the date of initial application.

The ASU is effective for all annual reporting periods (and interim periods in annual reporting periods) beginning after December 15, 2026.

Early adoption is permitted in interim or annual reporting periods in which financial statements have not yet been issued (or made available for issuance).

The Company has elected to early adopt ASU 2025-03 in 2026.

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

Note 3 — Initial Public Offering

4 unchanged sentences

As a result, holders must hold rights in multiples of ten in order to receive shares for all of their rights upon closing of an initial Business Combination.

The Company’s underwriters fully exercised their over-allotment option to purchase an additional 2,250,000 Public Units at $ 10.00 per unit in full on August 15, 2025.

The over-allotment units were delivered to the underwriters in connection with the closing on August 19, 2025, generating an additional $ 22,500,000 of proceeds which were deposited into the Trust Account.

Note 4 — Private Placement

2 unchanged sentences

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Non-managing Sponsor Investors

1 unchanged sentence

The Sponsor issued membership interests at a nominal purchase price ($ 0.004 ) to the non-managing sponsor investors, reflecting interests in an aggregate of 2,620,000 founder shares held by the Sponsor as a result of the non-managing sponsor investors purchase of Private Placement Units.

Additionally, the Sponsor issued membership interests to the non-managing sponsor investors reflecting interests in bonus shares, which provide for an additional distribution of founder shares to the sponsor members in the event the variable-weighted average price of Class A ordinary shares is less than $ 1.25 per share for the 30 -trading day period ending on the date that is later than (i) the day that all contractual lock-ups on the founder shares have expired, and (ii) the date on which a resale registration statement relating to the founder shares (or proceeds thereof) has been declared effective by the SEC (the “Lookback Date”) (the “Bonus Shares”).

Additionally, the Sponsor issued membership interests to the non-managing sponsor investors reflecting interests in bonus shares, which provide for an additional distribution of founder shares from the Sponsor to the non-managing sponsor members in the event the variable-weighted average price of Class A ordinary shares is less than $ 1.25 per share for the 30 -trading day period ending on the date that is later than (i) the day that all contractual lock-ups on the founder shares have expired, and (ii) the date on which a resale registration statement relating to the founder shares (or proceeds thereof) has been declared effective by the SEC (the “Lookback Date”) (the “Bonus Shares”).

The agreement with the non-managing investors was entered into directly with the Sponsor and makes reference to the Private Placement Units and founder shares of the Company.

The interests and Private Placement Units associated in the agreement are supported on one-for-one basis with the Company’s underlying Private Placement Units and founder shares.

The fact that the Sponsor provided the non-managing members with interests in founder shares and Bonus Shares for their participation in the private placement is a benefit to the Company and falls under SAB Topic 5A.

As such, the Company obtained valuations for the founder shares and the non-managing sponsors interests in Bonus Shares as of the date of the Initial Public Offering to account for the charge of such transfer of interests to the non-managing members.

6 unchanged sentences

The Transfer Agreement with the underwriter was entered into directly with the Sponsor.

The fact that the Sponsor sold the underwriter founder shares at a discount (“Discount”) and granted interest in Bonus Shares for their participation in the private placement is a benefit to the Company and falls under SAB Topic 5A.

The fact that the Sponsor sold the underwriter founder shares at a discount (“Discount”) and granted the underwriter an interest in the Bonus Shares for their participation in the private placement is a benefit to the Company and falls under SAB Topic 5A.

As such, the Company obtained valuations for the founder shares and the underwriter’s interests in the Bonus Shares as of the date of the Initial Public Offering to account for the charge of the Discount and their interests in the Bonus Shares.

1 unchanged sentence

Since the Discount and interest in Bonus Shares are considered offering costs, the Company recorded the aggregate fair value of $ 904,606 into equity for the transaction at the closing of the Initial Public Offering.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Note 5 — Segment Information

6 unchanged sentences

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 $ 1,410,014 $ 1,663,042

2 unchanged sentences

Three Months Ended

September 30, 2025 For the

March 27, 2025

September 30, 2025

March 31, 2025

Net loss from operations $ ( 233,447 ) $ ( 8,601 )

Interest income on Trust Account $ 1,519,942 $ —

Net income $ 602,427 $ 539,006

Net income (loss) $ 1,286,495 $ ( 8,601 )

The CODM reviews net loss from operations to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period.

5 unchanged sentences

The CODM also reviews the amount held in the Trust Account to review and forecast the amounts held in the Trust Account available to complete a business combination or similar transaction.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Note 6 — Related Party Transactions

10 unchanged sentences

The Founder Shares are identical to the Public Shares included in the Units being sold in the Initial Public Offering except that the Founder Shares automatically convert into Public Shares at the time of the initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the initial Business Combination, as may be determined by the directors of the Company) or earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below.

The sponsor has agreed to forfeit up to an aggregate of 853,448 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent approximately 20 % of the Company’s issued and outstanding shares after the Initial Public Offering.

If the Company increases or decreases the size of the offering, the Company will effect a share capitalization or share surrender, as applicable, immediately prior to the consummation of the Initial Public Offering in such amount as to maintain the Founder Share ownership of the Company’s shareholders prior to the Initial Public Offering at 20 % of the Company’s issued and outstanding ordinary shares upon the consummation of the Initial Public Offering.

The Sponsor will not be entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the initial Business Combination.

2 unchanged sentences

Administrative Services Agreement

The Company entered into an agreement with the Sponsor to pay an affiliate the Sponsor a total of up to $ 10,000 per month for office space and administrative and support service.

The Company entered into an agreement with the Sponsor to pay an affiliate the Sponsor a total of up to $ 10,000 per month for technology, software, computer systems, administrative support, secretarial services and infrastructure fee.

Payments commence on the effective date of the registration statement for the Initial Public Offering until the earlier of the Company’s consummation of an initial Business Combination or its liquidation.

For the three months ended September 30, 2025 and for the period from March 27, 2025 (inception) through September 30, 2025, the Company incurred $ 16,452 of fees under the administrative services agreement and has made payments of $ 6,000 , resulting in an accrual of $ 10,452 as of September 30, 2025.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

For the three months ended March 31, 2026 and for the period from March 27, 2025 (inception) through March 31, 2025, the Company incurred $ 30,000 and $ 0 of fees under the administrative services agreement, respectively.

As of March 31, 2026 and December 31, 2025, the Company has made payments of $ 42,000 and $ 24,000 , respectively, and applied $ 8,176 and $ 22,452 of the due from related party balance against unpaid amounts, respectively resulting in an administrative services agreement payable of $ 3,824 and $ 0 as of March 31, 2026 and December 31, 2025, respectively.

Promissory Note — Related Party

3 unchanged sentences

As of the date of the Initial Public Offering, the Company had borrowed $ 154,522 under the A&R Note.

In connection with the consummation of the Initial Public Offering and private placement on August 13, 2025, $ 185,000 of proceeds were used to repay the A&R Note in full, resulting in an overpayment of $ 30,478 which is recorded on the balance sheet as a related party receivable.

The overpayment is accounted for as a prepayment for the administrative services agreement of which $ 8,176 (inclusive of an additional $ 150 invoice payment made on behalf of a related party during the three months ended March 31, 2026) and $ 22,452 has been applied for the three months ended March 31, 2026 and for the period from March 27, 2025 (inception) through December 31, 2025, respectively, resulting in a remaining prepayment $ 0 and of $ 8,026 as of March 31, 2026 and December 31, 2025, respectively, recorded in due from related party.

Borrowings under the Note and A&R Note are no longer available subsequent to the consummation of the Initial Public Offering.

2 unchanged sentences

At the closing of an initial Business Combination, the Company will cancel the number of Private Placement Units proportional to the amount not drawn under the Private Placement Units Note and the Private Placement Units Note will be canceled.

The Private Placement Units Note was not yet issued and there are no amounts outstanding as of September 30, 2025.

The Private Placement Units Note was not yet issued and there are no amounts outstanding as of March 31, 2026 and December 31, 2025.

Related Party Loans

3 unchanged sentences

If the Sponsor makes any Working Capital Loans, up to $ 1,500,000 of 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 shares (“Working Capital Share”) and one right to receive one-tenth (1/10 th ) of one Class A ordinary share upon the consummation of an initial Business Combination.

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

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

Note 7 — Commitments and Contingencies

10 unchanged sentences

The Units were delivered to the underwriters in connection with the closing on August 19, 2025.

The $ 22,500,000 of proceeds was placed in the Trust Account.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The $ 22,500,000 of proceeds were placed in the Trust Account.

The underwriters were paid a cash underwriting discount of $ 0.10 per Unit, or $ 1,500,000 in the aggregate, upon the closing of the Initial Public Offering.

In addition, the underwriter are entitled to a contingent, deferred fee of $ 0.30 per Unit, or $ 4,500,000 in the aggregate.

In addition, the underwriters are entitled to a contingent, deferred fee of $ 0.30 per Unit, or $ 4,500,000 from the Units sold in the Initial Public Offering and $ 675,000 from the Units sold pursuant to the underwriter’s exercise of the over-allotment option in full, resulting in deferred underwriting commissions payable of $ 5,175,000 in the aggregate as of March 31, 2026.

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

Representative Shares

The Company issued 75,000 ordinary shares to the underwriters and/or its designees (the “Representative Shares”) at the consummation of the Initial Public Offering.

The Company issued an aggregate of 86,250 ordinary shares to the underwriters and/or its designees (the “Representative Shares”) at the consummation of the Initial Public Offering and in connection with the underwriters full exercise of the over-allotment option.

The Company accounts for the Representative Shares as an offering cost of the Initial Public Offering, resulting in a charge directly to shareholders’ equity.

4 unchanged sentences

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of 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 239,000,000 Class A ordinary shares at par value of $ 0.0001 each.

At September 30, 2025, there were 17,790,000 Class A ordinary shares issued and outstanding, including 17,250,000 Class A ordinary shares subject to possible redemption.

At March 31, 2026 and December 31, 2025, there were 17,801,250 Class A ordinary shares issued and outstanding, including 17,250,000 Class A ordinary shares subject to redemption.

Class B Ordinary Shares — The Company is authorized to issue a total of 10,000,000 Class B ordinary shares at par value of $ 0.0001 each.

On April 9, 2025, the Company issued 6,543,103 Class B ordinary shares to the Sponsor for $ 25,000 , or approximately $ 0.004 per share.

The Founder Shares include an aggregate of up to 853,448 shares subject to complete or partial forfeiture if the over-allotment option is not exercised by the underwriters in full or in part, so that the initial shareholders will collectively own 20 % of the Company’s issued and outstanding ordinary shares after the Initial Proposed Offering.

As of September 30, 2025, there were 6,543,103 Class B ordinary shares issued and outstanding.

As of March 31, 2026 and December 31, 2025, there were 6,543,103 Class B ordinary shares issued and outstanding.

The Founder Shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 % of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Except as set forth herein, holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

5 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.

Share Receivable

In connection with the Sponsor’s purchase of Private Placement Units in the private placement, a total of 50,000 units ($ 500,000 in the aggregate) were purchased by the Private Placement Units Note.

As there are no amounts outstanding under the Private Placement Units Note as of September 30, 2025, the Company has not yet received $500,000 of the proceeds and has recorded a share receivable on the balance sheet.

Except in cases where the Company is not the surviving Company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of one Class A ordinary share upon consummation of the initial Business Combination, even if the holder of a public right redeemed all Class A ordinary shares held by it in connection with the initial Business Combination or an amendment to the amended and restated memorandum and articles of association with respect to the pre-business combination activities.

10 unchanged sentences

Accordingly, the rights may expire worthless.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Note 9 — Fair Value Measurements

1 unchanged sentence

Recurring Fair Value Measurements

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

Level September 30,

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:

Level March 31,

Cash held in Trust Account 1 $ 176,657,691

Over-allotment option liability 3 $ —

The Company determined that the change in fair value of the over-allotment option liability from August 13, 2025, the date of the Company’s Initial Public Offering, to August 15, 2025, the date the underwriters’ over-allotment option was exercised in full, was de minimis.

The following table presents the change in fair value of Level 3 recurring fair value measurements:

Balance as of March 27, 2025 (inception) $ —

Change in fair value —

Balance as of March 31, 2025 —

Over-allotment option liability 149,000

Change in fair value —

Exercise of over-allotment option ( 149,000 )

Balance as of September 30, 2025 $ —

Non-recurring Fair Value Measurements

The following table presents information about the Company’s non-recurring fair value measurements on August 13, 2025 in connection with the consummation of the Company’s Initial Public Offering, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Level August 13,

Level December 31,

Cash held in Trust Account 1 $ 175,137,749

Over-allotment option liability 3 $ —

Fair value of Public Rights for Class A ordinary shares subject to possible redemption allocation 3 $ 3,446,879

Class B ordinary shares (per share) 3 $ 4.51

Non-managing sponsor interest in Bonus Shares 3 $ 51,725

Underwriter interest in Bonus Shares 3 $ 2,606

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The over-allotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheet.

6 unchanged sentences

The following is a summary of key inputs utilized:

Over-allotment

Unit price $ 9.98

2 unchanged sentences

Estimated volatility 3.63 %

Time to expiration 0.12

The Public Rights were valued using an iterative analysis based on market comparable.

The valuation was based on a peer group selection of comparable special purpose acquisition companies who were pre-business combination, included one right to redeem one-tenth of one Class A ordinary share as part of their units that were publicly trading, had consummated their initial public offerings within six months of the valuation date.

Utilizing this criteria a right price of $ 0.220 , reflective of the 75 th percentile peer group range, was selected.

An implied right price of $ 0.289 was determined through a backsolve approach, and after taking the weighted average of the two right prices determined the fair value of a Public Right was $ 0.241 .

The Bonus Shares were valued using a Monte Carlo simulation to estimate the fair value of the non-managing sponsor and underwriter interests in the Bonus Shares.

The simulation utilized a Geometric Brownian Motion, and on a risk-neutral basis, the price of Class A ordinary shares considering the contractual mechanisms for the Bonus Shares to be distributed.

Key inputs included a $ 9.74 value of the Company’s Class A ordinary shares, a risk-free interest rate based on the U.S.

Treasury yields for a term similar to the expected remaining life until the Lookback Date, and pre-business combination and post-business combination volatility based on precedent analysis.

Time to expiration (years) 0.12

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after September 30, 2025, the balance sheet date, up to the date the unaudited condensed financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustments or disclosure in the unaudited condensed financial statements.

The Company evaluated subsequent events and transactions that occurred after March 31, 2026, the balance sheet date, up to the date the financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustments or disclosure in the financial statements.

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

What changed 10-Q

Item 1. Financial Statements