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Item 1. Financial Statements

2026-08-14 compared with 2026-05-13 · 364 added, 178 removed, 176 unchanged (75% of the section changed)

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MAYWOOD ACQUISITION CORP.

BALANCE SHEET

AS OF MARCH 31, 2026 AND DECEMBER 31, 2025

Current assets:

Cash and cash equivalents

UNAUDITED BALANCE SHEETS

AS OF JUNE 30, 2026 AND DECEMBER 31, 2025

Prepaid expenses

Deferred offering costs associated with proposed public offering

Total current assets

LIABILITIES AND STOCKHOLDER’S EQUITY:

Investments held in Trust Account

$ 101,107,134

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable and accrued expenses

Related party payable

Promissory note – related party

Related party payable

Total current liabilities

Total liabilities

STOCKHOLDER’S EQUITY:

Preferred shares, $ 0.0001 par value;

COMMITMENTS AND CONTINGENCIES (NOTE 6)

Class A ordinary shares subject to possible redemption, 10,000,000 and no shares issued and outstanding at redemption values of approximately $ 10.07 and $ 0.00 per share as of June 30, 2026 and December 31, 2025, respectively

Shareholders' Equity:

Preference shares, $ 0.0001 par value;

5,000,000 shares authorized;

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Class A ordinary shares, $ 0.0001 par value, 500,000,000 shares authorized;

none issued and outstanding

490,000 and no shares issued and outstanding (excluding 10,000,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025, respectively

Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized;

4,040,541 issued and outstanding (1)

4,040,541 shares issued and outstanding as of June 30, 2026 and December 31, 2025 (1)

Additional paid-in capital

Accumulated deficit

Total stockholder’s equity

Total liabilities and stockholder’s equity

Includes an aggregate of up to 527,027 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

Retained earnings (accumulated deficit)

Total shareholders' equity

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity

$ 101,107,134

Includes an aggregate of 527,027 Class B ordinary shares that were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised in full or in part.

The over-allotment option expired unexercised on May 28, 2026, and such shares became subject to surrender for no consideration.

The surrender and cancellation of such shares had not been completed as of the date these unaudited financial statements were issued;

upon completion, 3,513,514 Class B ordinary shares will remain issued and outstanding (see Notes 5 and 7).

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

MAYWOOD ACQUISITION CORP.

UNAUDITED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

UNAUDITED STATEMENTS OF OPERATIONS

For the Three

June 30, 2026

For the Period from June 3, 2025 (Inception) Through June 30, 2025

June 30, 2026

For the Period from June 3, 2025 (Inception) Through June 30, 2025

Formation and operating costs

Offering costs attributable to over-allotment option liability

Total expenses

Interest income

Weighted average shares outstanding, basic and diluted (1)

Basic and diluted net loss per common share

Excludes an aggregate of up to 527,027 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

The Company was incorporated on June 3, 2025.

Accordingly, no comparative financial information is presented for the three months ended March 31, 2025, as the Company had not yet been incorporated.

Dividend income earned on investments held in Trust Account

Change in fair value of over-allotment option liability

Total other income

Net income (loss)

Weighted average redeemable Class A ordinary shares outstanding, basic and diluted

Basic and diluted net income (loss) per redeemable Class A ordinary share

Weighted average non-redeemable Class A ordinary shares outstanding, basic and diluted

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

Weighted average Class B ordinary shares outstanding, basic and diluted

Basic and diluted net income (loss) per Class B ordinary share (1)

For the 2026 periods, weighted average Class B ordinary shares outstanding exclude 527,027 Class B ordinary shares that were subject to forfeiture.

The underwriters’ over-allotment option expired unexercised on May 28, 2026, and such shares became subject to surrender for no consideration and remain excluded from weighted average shares outstanding (see Notes 5 and 7).

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

MAYWOOD ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026 (UNAUDITED) AND

FOR THE PERIOD FROM JUNE 3, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025

Ordinary Shares

Stockholder’s

Balance as of June 3, 2025 (inception)

Issuance of Class B ordinary shares to Stone Bay, LLC (1)

UNAUDITED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND

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

Class A Ordinary Shares

Class B Ordinary Shares

Retained Earnings (accumulated

Total Shareholders'

Balance, December 31, 2025

Net loss for the period

Balance, March 31, 2026 (Unaudited)

Includes an aggregate of up to 527,027 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

Balance, March 31, 2026

Issuance of private placement units – Class A ordinary shares

Issuance of representative shares to underwriter

Proceeds allocated to public warrants

Proceeds allocated to public rights

Offering costs allocated to equity-classified instruments (2)

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

( 8,666,754 )

Subsequent remeasurement of Class A ordinary shares subject to possible redemption

Net income for the period

Balance, June 30, 2026

Class A Ordinary Shares

Class B Ordinary Shares

Total Shareholders'

Balance as of June 3, 2025 (inception)

Issuance of Class B ordinary shares to Sponsor (1)

Balance, June 30, 2025

Includes an aggregate of 527,027 Class B ordinary shares that were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised in full or in part.

The option expired unexercised on May 28, 2026, and such shares became subject to surrender for no consideration;

the surrender and cancellation had not been completed as of the date these unaudited financial statements were issued (see Notes 5 and 7).

Transaction costs were allocated among the redeemable Class A ordinary shares, warrants, rights and other equity-classified instruments using the relative fair value method.

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

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UNAUDITED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND

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

June 30, 2026

For the Period from June 3, 2025 (Inception) Through June 30, 2025

Cash flows from operating activities:

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

Net income (loss)

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

Formation and operating costs paid by Sponsors through related party payable

Dividend income earned on investments held in Trust Account

Offering costs attributable to over-allotment option liability

Change in fair value of over-allotment option liability

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable and accrued expenses

Related party payable – administrative services

Net cash used in operating activities

Cash flows from investing activities:

Investment of cash in Trust Account

( 100,000,000 )

Net cash used in investing activities

( 100,000,000 )

Cash flows from financing activities:

Proceeds received from Sponsors under promissory note

Deferred offering costs associated with proposed public offering

Net cash used in financing activities

Net d ecrease in cash

Cash and cash equivalents – Beginning of period

Cash and cash equivalents – End of period

Non-cash financing activities:

Deferred offering costs included in accounts payable and accrued expenses

Deferred offering costs paid by Sponsors through related party payable

The Company was incorporated on June 3, 2025.

Accordingly, no comparative financial information is presented for the three months ended March 31, 2025, as the Company had not yet been incorporated.

Proceeds from Initial Public Offering

Proceeds from sale of Private Placement Units

Proceeds from promissory note – related party

Payment of offering costs

( 1,001,345 )

Net cash provided by financing activities

Net increase in cash

Cash – beginning of period

Cash – end of period

Supplemental disclosure of non-cash investing and financing activities:

Settlement of promissory note – related party against proceeds of Private Placement Units

Representative shares issued to underwriter as non-cash underwriting compensation

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

Proceeds allocated to over-allotment option liability

Subscription receivable from issuance of Class B ordinary shares to Sponsor

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

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Stone Bay, LLC and West Pike, LLC are the Company’s co-sponsors (together, the "Sponsors").

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

All activity through March 31, 2026 relates to the Company's formation and the proposed initial public offering ("Proposed Public Offering"), which is described in Note 3.

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

All activity through June 30, 2026 relates to the Company’s formation and its initial public offering (the "Initial Public Offering"), which is described in Note 3.

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

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Public Offering.

The Company generates non-operating income in the form of dividend income earned on the proceeds of the Initial Public Offering held in the Trust Account (as defined below).

The Company has selected December 31 as its fiscal year end.

The registration statement for the Proposed Public Offering was declared effective on April 13, 2026, and the Company subsequently consummated its Initial Public Offering on April 15, 2026.

Refer to Note 9 – Subsequent Events for additional information regarding the Initial Public Offering and related transactions.

The registration statement for the Initial Public Offering was declared effective on April 13, 2026, and the Company consummated its Initial Public Offering on April 15, 2026.

The underwriter’s 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments expired unexercised on May 28, 2026, and no additional Units were issued (see Notes 2, 5, 6 and 7).

Transaction costs related to the Initial Public Offering amounted to approximately $ 4,468,991 , consisting of $ 500,000 of cash underwriting fees, $ 3,348,381 representing the fair value of representative shares issued to the underwriter, and $ 620,610 of other offering costs, including legal, audit and filing fees.

Business Combination

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 value of the assets held in the trust account (the "Trust Account") to be established in connection with the Initial Public Offering (excluding taxes payable on the interest earned on the Trust Account) at the time of the execution of a definitive agreement for such Business Combination.

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 value of the assets held in the trust account (the "Trust Account") established in connection with the Initial Public Offering (excluding taxes payable on the interest earned on the Trust Account) at the time of the execution of a definitive agreement for such Business Combination.

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended.

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Trust Account

Upon the closing of the Initial Public Offering, $ 100,000,000 ($ 10.00 per Unit) of the gross proceeds from the Initial Public Offering will be placed in a U.S.-based Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

The funds held in the Trust Account will be invested or held in U.S.

government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S.

Treasuries, or held as cash or in an interest-bearing demand deposit account, until the earlier of the completion of a Business Combination or the distribution of the Trust Account as described below.

Following the closing of the Initial Public Offering on April 15, 2026, an amount of $ 100,000,000 ($ 10.00 per Unit) from the net proceeds of the Initial Public Offering and the Private Placement was placed in the Trust Account, which may be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.

To mitigate the risk of being deemed an unregistered investment company, the Company may instruct the trustee to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account.

As of June 30, 2026, investments held in the Trust Account amounted to $ 100,738,435 , held in a government money market fund with Continental Stock Transfer & Trust Company ("Continental") acting as trustee.

Cash of $ 307,155 was held outside of the Trust Account on June 30, 2026, and available for working capital purposes.

Redemption Rights

The Company will provide the holders of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either in connection with a shareholder meeting called to approve the Business Combination or by means of a tender offer.

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned thereon, net of taxes payable).

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned thereon, net of taxes payable).

There are no redemption rights with respect to the Company’s warrants or rights.

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The Company has elected to recognize changes in redemption value immediately as they occur and to adjust the carrying amount of the Public Shares to equal the redemption value at the end of each reporting period.

Accordingly, the Public Shares are classified as temporary equity until such time as a redemption event occurs.

Accordingly, the Public Shares are presented at redemption value and are classified as temporary equity until such time as a redemption event occurs.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from the initial carrying value to the redemption value.

Changes in the carrying value of redeemable Public Shares are recorded as adjustments to additional paid-in capital (to the extent available) and accumulated deficit.

The Company will have until 12 months from the closing of the Initial Public Offering (or 15 months in the event that a definitive Business Combination agreement has been publicly announced) to consummate a Business Combination.

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Going Concern Consideration

As of March 31, 2026, the Company had $ 852 in cash and working capital of $ 3,421 .

Subsequent to March 31, 2026, the Company has completed its Initial Public Offering and has sufficient liquidity to meet its working capital needs through the earlier of the consummation of a Business Combination or one year from the date of issuance of these unaudited financial statements.

As of June 30, 2026, the Company had $ 307,155 in cash held outside the Trust Account and working capital of $ 228,203 .

In order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans").

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

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the Company has sufficient liquidity to fund its operations for at least one year from the date these financial statements are issued.

Accordingly, no substantial doubt exists about the Company’s ability to continue as a going concern.

The Company has until April 15, 2027 (or July 15, 2027 in the event that a definitive Business Combination agreement has been publicly announced) to consummate a Business Combination.

If the Company is unable to complete a Business Combination by such date, the Company will be required to cease all operations except for the purpose of winding up, redeem the Public Shares and thereafter liquidate and dissolve, unless the completion period is validly extended.

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

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, "Presentation of Financial Statements – Going Concern," management has determined that the Company’s mandatory liquidation and subsequent dissolution, should a Business Combination not be completed by April 15, 2027, raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date these unaudited financial statements are issued.

Management intends to address this uncertainty through the completion of a Business Combination or a valid extension of the completion period;

however, there can be no assurance that these plans will be successful.

These unaudited financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Basis of Presentation

The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

In the opinion of management, the accompanying financial statements contain all adjustments, consisting of normal recurring nature, necessary for a fair presentation of our financial position, results of operations and cash flows for the period presented.

The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("US GAAP") for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"), including the instructions to Form 10-Q and Article 8 of Regulation S-X.

Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been omitted pursuant to such rules and regulations.

In the opinion of management, the accompanying unaudited financial statements contain all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented.

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.

The accompanying unaudited financial statements should be read in conjunction with the Company’s audited financial statements as of December 31, 2025 included in the Company’s final prospectus dated April 13, 2026 and the audited balance sheet as of April 15, 2026 included as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2026.

Emerging Growth Company

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Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

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

1 unchanged sentence

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

The Company had $852 as cash and cash equivalents as of March 31, 2026.

The Company had $ 307,155 in cash and no cash equivalents held outside the Trust Account as of June 30, 2026.

Investments Held in Trust Account

As of June 30, 2026, the assets held in the Trust Account, amounting to $ 100,738,435 , were invested in the BlackRock Liquidity Funds Treasury Trust Fund (Ticker:

TTTXX), an institutional government money market fund that invests solely in U.S.

Treasury obligations and repurchase agreements collateralized by such obligations and that meets the conditions of Rule 2a-7 under the Investment Company Act.

The Company’s investments held in the Trust Account are presented at fair value, which is based on the fund’s published net asset value of $1.00 per share (see Note 8).

Dividend income earned on the investments held in the Trust Account is recognized when earned and is presented in the accompanying unaudited statements of operations.

Such earnings are legally restricted and, other than to pay taxes, if any, are not available for the Company’s working capital purposes prior to a Business Combination or liquidation.

Deferred Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

The Company complies with the requirements of ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, "Expenses of Offering." Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

FASB ASC 470-20, "Debt with Conversion and Other Options," addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares, warrants, and rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and rights and then to the Class A ordinary shares.

Offering costs allocated to the Public Shares are charged to temporary equity, and offering costs allocated to the warrants and share rights in the Units, the Private Placement Units, and the Restricted Class A Ordinary Shares are charged to shareholders' deficit, as the warrants and rights included in the Units and Private Placement Units, after management's evaluation, are accounted for under equity treatment.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value.

Shares of conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, ordinary shares are classified as a component of stockholder’s equity.

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, upon completion of the Proposed Public Offering, the Class A ordinary shares will be presented at redemption value as temporary equity, outside of the stockholder’s equity section of the Company’s balance sheet.

The Class B ordinary shares are classified as a component of stockholder’s equity since they are not subject to possible redemption outside of the Company’s control.

The Company will account for the Public and Private Placement Share Rights, as defined below, to be 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 their assigned value.

The Company applied the guidance in ASC 470-20 by analogy to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares, warrants, and rights, using the residual method by allocating Initial Public Offering proceeds first to the assigned value of the warrants and rights and then to the Class A ordinary shares.

Offering costs allocated to the Public Shares were charged against the carrying amount of the Class A ordinary shares subject to possible redemption (temporary equity), and offering costs allocated to the warrants and rights included in the Units and the Private Placement Units, and to the other equity-classified instruments, were charged to shareholders’ equity (additional paid-in capital), as such instruments, after management’s evaluation, are accounted for as equity.

Offering costs allocated to the over-allotment option liability, which is classified as a liability under ASC 480, were expensed as incurred and are presented separately in the accompanying unaudited statements of operations.

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity, as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from the initial book value to the redemption value.

Changes in the carrying value of redeemable shares are recorded as adjustments to additional paid-in capital (to the extent available) and accumulated deficit.

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

As of June 30, 2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Number of Shares

Public offering proceeds

$ 100,000,000

Proceeds allocated to public rights

( 3,457,237 )

Proceeds allocated to public warrants

Proceeds allocated to over-allotment option liability

Allocation of offering costs related to redeemable shares

( 4,264,043 )

Accretion of carrying value to redemption value

Balance as of April 15, 2026

Subsequent remeasurement of carrying value to redemption value

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

$ 100,738,435

The Class B ordinary shares are classified as a component of shareholders’ equity since they are not subject to possible redemption outside of the Company’s control.

The Company accounted for the Public and Private Placement Share 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." The Company evaluated the rights and concluded that they meet the criteria for equity classification.

Accordingly, the rights are classified as equity at their assigned value upon issuance and are not subject to subsequent remeasurement.

Warrant Instruments

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Accordingly, the warrants are classified as equity at their assigned value upon issuance and are not subject to subsequent remeasurement.

As of June 30, 2026, there were 10,000,000 Public Warrants and 140,000 Private Placement Warrants outstanding.

Over-Allotment Option

In connection with the Initial Public Offering, the Company granted the underwriter a 45 -day option from the date of the prospectus to purchase up to 1,500,000 additional Units.

The over-allotment option was a freestanding financial instrument indexed to the Company’s contingently redeemable Public Shares and was accounted for as a liability in accordance with ASC 480.

The liability was initially measured at fair value on April 15, 2026 and subsequently remeasured at fair value, with changes in fair value recognized in earnings.

The option expired unexercised on May 28, 2026, at which time its fair value was zero.

Accordingly, on April 15, 2026 the Company recognized an over-allotment option liability of $ 70,726 out of the proceeds of the Initial Public Offering, which reduced the proceeds allocated to the Class A ordinary shares subject to possible redemption, and recognized a corresponding gain of $ 70,726 upon expiration of the option.

Offering costs of $ 3,155 allocated to the over-allotment option liability were expensed.

No over-allotment option liability was outstanding as of June 30, 2026 (see Note 8).

The Company complies with the accounting and reporting requirements of ASC 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes.

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For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of March 31, 2026.

There were no unrecognized tax benefits as of June 30, 2026.

The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.

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In accordance with Cayman income tax regulations, income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s unaudited financial statement.

Consequently, income taxes are not reflected in the Company’s unaudited financial statements.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

At June 30, 2026, the Company had approximately $ 57,155 in excess of federally insured limits.

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Net Loss Per Common Share

Net loss per common share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.

An aggregate of 527,027 Class B ordinary shares that are subject to forfeiture if the underwriters' over-allotment option is not exercised have been excluded from the calculation of weighted average shares outstanding (see Notes 5 and 7).

At March 31, 2026, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted loss per common share is the same as basic loss per common share for the period presented

Net Income (Loss) Per Ordinary Share

The Company complies with the accounting and disclosure requirements of ASC Topic 260, "Earnings Per Share." The Company has three classes of shares for purposes of computing net income (loss) per share:

Class A ordinary shares subject to possible redemption, non-redeemable Class A ordinary shares and Class B ordinary shares.

Income and losses are allocated ratably between the classes based on the weighted average number of shares outstanding during the periods, as the classes share ratably in the Company’s income and losses.

Basic and diluted net income (loss) per ordinary share is computed by dividing the net income (loss) allocable to each class by the weighted average number of ordinary shares of that class outstanding during the period.

The 527,027 Class B ordinary shares that were subject to forfeiture are excluded from the calculation of weighted average shares outstanding for the 2026 periods;

the underwriters’ over-allotment option expired unexercised on May 28, 2026, and such shares became subject to surrender for no consideration and remain excluded from weighted average shares outstanding (see Notes 5 and 7).

The Public and Private Placement Rights were excluded from diluted net income (loss) per ordinary share because the issuance of the underlying shares is contingent upon the completion of a Business Combination.

The Public and Private Placement Warrants were excluded because their effect would have been antidilutive.

Accordingly, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:

Three Months Ended June 30, 2026

Non-Redeemable

Allocation of net income (loss)

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per share

Period from June 3, 2025 (Inception) Through June 30, 2025

Non-Redeemable

Allocation of net income (loss)

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per share

Six Months Ended June 30, 2026

Non-Redeemable

Allocation of net income (loss)

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per share

Period from June 3, 2025 (Inception) Through June 30, 2025

Non-Redeemable

Allocation of net income (loss)

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per share

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of 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.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, and gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The fair value hierarchy and the Company’s assets and liabilities measured at fair value are described in Note 8.

Fair Value of Financial Instruments

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

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, "Fair Value Measurement," approximates the carrying amounts represented in the accompanying unaudited balance sheets, primarily due to their short-term nature.

Recently Issued Accounting Pronouncements

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

Improvements to Reportable Segment Disclosures, which enhances annual and interim segment disclosures, including additional information on segment expenses, the role of the Chief Operating Decision Maker (CODM), and how segment performance is evaluated.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024.

Early adoption is permitted.

The adoption of this ASU resulted in additional disclosures but did not have a material impact on the Company’s financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires more detailed information in the effective tax rate reconciliation and income taxes paid.

As an emerging growth company that has elected to use the extended transition period for complying with new or revised accounting standards, the guidance is effective for the Company for its annual period beginning January 1, 2026.

Given that there is currently no taxation imposed by the government of the Cayman Islands, the Company does not expect the adoption of this guidance to have a material impact on its financial statements.

Management does not believe any other recently issued, but not yet effective, accounting standards will have a material impact on the Company’s financial statements.

NOTE 3 – PROPOSED PUBLIC OFFERING

Pursuant to the Proposed Public Offering, the Company intends to offer for sale up to 10,000,000 Units at a price of $ 10.00 per Unit.

Each Unit will consist of one Class A ordinary share (the "Public Shares"), one right to receive one-fourth (1/4) of one Class A ordinary share (each, a "Public Share Right") upon the consummation of an initial Business Combination, and one redeemable warrant (each, a "Public Warrant").

Each whole warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment, and will become exercisable on the later of 30 days after the completion of a Business Combination or 12 months from the closing of the Initial Public Offering.

NOTE 3 – INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering consummated on April 15, 2026, the Company sold 10,000,000 Units at a price of $ 10.00 per Unit, generating gross proceeds of $100,000,000.

Each Unit consists of one Class A ordinary share (the "Public Shares"), one right to receive one-fourth (1/4) of one Class A ordinary share (each, a "Public Share Right") upon the consummation of an initial Business Combination, and one redeemable warrant (each, a "Public Warrant").

Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment, and will become exercisable on the later of 30 days after the completion of a Business Combination or 12 months from the closing of the Initial Public Offering.

The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

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If the Company does not complete a Business Combination within the prescribed time period, the rights will expire worthless.

No fractional shares will be issued upon conversion of the Public Share Rights, and holders will not receive cash in lieu of fractional shares.

The Company also intends to grant the underwriter a 45 -day option from the date of the prospectus to purchase up to an additional 1,500,000 Units (15% of the Units to be sold in the Proposed Public Offering) at the Initial Public Offering price, less underwriting discounts and commissions, to cover over-allotments, if any.

Refer to Note 9 – Subsequent Events for information regarding the consummation of the Initial Public Offering on April 15, 2026.

No fractional Class A ordinary shares will be issued upon conversion of the Public Share Rights, and holders will not receive cash in lieu of fractional shares.

NOTE 4 – PRIVATE PLACEMENT

In connection with the closing of the Proposed Public Offering, West Pike, LLC, one of the Company's co-sponsors, has agreed to purchase an aggregate of 140,000 Private Placement Units at a purchase price of $ 10.00 per Private Placement Unit, in a private placement that will close simultaneously with the consummation of the Initial Public Offering, for aggregate gross proceeds of $ 1,400,000 .

Each Private Placement Unit will consist of one Class A ordinary share, one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of the Company's initial Business Combination, and one redeemable warrant (the "Private Placement Warrants").

The Private Placement Units will be identical to the Units to be sold in the Initial Public Offering, except that, so long as they are held by the Sponsors or their permitted transferees:

Simultaneously with the closing of the Initial Public Offering on April 15, 2026, West Pike, LLC, one of the Company’s sponsors, purchased an aggregate of 140,000 private placement units (the "Private Placement Units"), at a purchase price of $ 10.00 per unit, generating gross proceeds of $ 1,400,000 .

Each Private Placement Unit consists of one Class A ordinary share, one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of the Company’s initial business combination, and one redeemable warrant (the "Private Placement Warrants").

The Private Placement Units are identical to the units sold in the Initial Public Offering, except that:

(i) the Private Placement Units, including the securities underlying such units, may not be transferred, assigned or sold until 30 days after the completion of the Company’s initial business combination, subject to certain limited exceptions;

(ii) the Private Placement Warrants are not redeemable by the Company;

and (iii) the Private Placement Warrants may be exercised on a cashless basis at the option of the holder.

The Sponsor, officers and directors have entered into a letter agreement with the Company pursuant to which they have agreed to:

and (ii) the Private Placement Units are entitled to registration rights.

The Sponsors, officers and directors have entered into a letter agreement with the Company pursuant to which they have agreed to:

(i) waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of the Company’s initial business combination;

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If the Company does not complete an initial business combination within the required time period, the Private Placement Rights and Private Placement Warrants will expire worthless, and the Private Placement Shares will not participate in liquidating distributions from the Trust Account.

Refer to Note 9 – Subsequent Events for information regarding the consummation of the Private Placement on April 15, 2026.

NOTE 5 – RELATED PARTY TRANSACTIONS

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On June 4, 2025, the Company approved the acquisition by Stone Bay, LLC of an aggregate of 2,424,324 Class B ordinary shares (the "Founder Shares") for an aggregate purchase price of $ 25,000 , or approximately $ 0.01 per share, to cover certain of the Company’s offering costs.

Up to 527,027 of the Founder Shares are subject to surrender by Stone Bay, LLC for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part.

Up to 527,027 of the Founder Shares were subject to surrender by Stone Bay, LLC for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part.

In October 2025, the Company effected a share capitalization, resulting in the issuance of an additional 1,616,217 Class B ordinary shares (Founder Shares) to Stone Bay, LLC for no additional consideration.

Following the share capitalization, Stone Bay, LLC holds an aggregate of 4,040,541 Founder Shares.

Following the share capitalization, Stone Bay, LLC held an aggregate of 4,040,541 Founder Shares.

All share and per-share amounts have been retroactively restated to reflect the share capitalization.

The underwriters’ over-allotment option expired unexercised on May 28, 2026.

As a result, the 527,027 Founder Shares that were subject to forfeiture became subject to surrender by Stone Bay, LLC to the Company for no consideration.

As of June 30, 2026 and the date these unaudited financial statements were issued, the legal execution of the surrender and cancellation, including the corresponding update of the Company’s register of members, had not been completed, and 4,040,541 Class B ordinary shares remained issued and outstanding.

Upon completion of the surrender and cancellation, Stone Bay, LLC will hold 3,513,514 Founder Shares, and 3,513,514 Class B ordinary shares will remain issued and outstanding.

Promissory Note — Related Party

In August 2025, Stone Bay, LLC, one of the Company’s sponsors, agreed to loan the Company up to $ 300,000 (the “Promissory Note”) to be used to pay a portion of the expenses of the Proposed Public Offering.

As of March 31, 2026, the Company had an outstanding balance of $ 139,000 under this note.

In August 2025, Stone Bay, LLC, one of the Company’s sponsors, agreed to loan the Company up to $ 300,000 (the "Promissory Note") to be used to pay a portion of the expenses of the Initial Public Offering.

As of December 31, 2025, $ 89,000 was outstanding under the Promissory Note.

During the six months ended June 30, 2026, the Company received additional drawdowns totaling $ 80,000 , consisting of $ 50,000 during the three months ended March 31, 2026 and $ 30,000 during the three months ended June 30, 2026.

On April 15, 2026, upon the closing of the Initial Public Offering, $ 70,000 of the outstanding balance was settled through a non-cash offset arrangement between the Company’s co-sponsors in connection with the funding of the Private Placement, whereby $70,000 of the $ 1,400,000 Private Placement purchase price was applied against the Promissory Note in lieu of a cash payment.

Following these transactions, $99,000 remained outstanding under the Promissory Note as of June 30, 2026 ($89,000 plus $80,000 of drawdowns, less the $70,000 non-cash settlement) .

The Promissory Note is non-interest bearing and is payable upon the closing of the Initial Public Offering out of the proceeds not held in the Trust Account or, if not repaid at such time, on or before December 31, 2026.

Related Party Payable

As of March 31, 2026, the Sponsor and its affiliate had paid $ 5,421 on behalf of the Company for formation and offering-related expenses.

This amount is recorded as a related party payable in the accompanying unaudited balance sheet as of March 31, 2026.

As of June 30, 2026, the related party payable balance of $ 10,189 recorded in the accompanying unaudited balance sheet comprised $ 6,021 of formation and offering-related expenditures paid by the Sponsors and their affiliate on behalf of the Company and $ 4,168 accrued under the administrative services agreement described below.

Administrative Services Agreement

In connection with the closing of the Initial Public Offering in April 2026, the Company entered into an administrative services agreement with an affiliate of the Sponsors, pursuant to which the Company will pay $ 1,667 per month for office space, utilities, and secretarial and administrative support.

No amounts were incurred or payable under this agreement as of March 31, 2026.

Refer to Note 9 – Subsequent Events for additional information.

Payments commenced on April 15, 2026, the date the Company’s securities were first listed on Nasdaq.

For the three and six months ended June 30, 2026, the Company incurred $ 4,168 of fees under this agreement, all of which was accrued and unpaid as of June 30, 2026.

Related Party Loans

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Such units would be identical to the Private Placement Units.

As of March 31, 2026, no Working Capital Loans were outstanding.

As of June 30, 2026, no Working Capital Loans were outstanding.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

7 unchanged sentences

Underwriting Agreement

In connection with the proposed initial public offering (the “Offering”), the Company entered into an engagement letter with D.

In connection with the Initial Public Offering, the Company entered into an engagement letter with D.

Boral Capital LLC (the "Underwriter") to act as sole book-running manager.

Pursuant to the agreement, the Underwriter will be entitled to a cash underwriting fee of $ 500,000 , payable upon the closing of the Offering, and will be issued representative shares equal to 3.5 % of the total Units sold in the Offering.

The representative shares are subject to the lock-up and transfer restrictions required by FINRA Rule 5110(e) and may be registered for resale at the Company’s discretion following the expiration of the applicable lock-up period.

The Company also agreed to reimburse the Underwriter for out-of-pocket expenses not to exceed $ 25,000 , which includes a $ 10,000 advance previously paid by the Sponsors and credited against the final reimbursement.

Pursuant to the agreement, the Underwriter was entitled to a cash underwriting fee of $ 500,000 , payable upon the closing of the Initial Public Offering, and was issued 350,000 representative shares (equal to 3.5% of the total Units sold in the Initial Public Offering).

The representative shares are subject to the lock-up and transfer restrictions required by FINRA Rule 5110(e) and may be registered for resale following the expiration of the applicable lock-up period.

The engagement letter does not provide for any deferred underwriting commission or other contingent fee payable from the Trust Account upon completion of the Company’s initial Business Combination.

The Company granted the Underwriter a 45-day option from the date of the prospectus to purchase up to 15 % of the Units sold in the Offering to cover over-allotments, if any, at the Offering price less underwriting discounts and commissions .

All underwriting fees, representative-share issuance costs, and reimbursable expenses will be treated as offering costs and charged to additional paid-in capital upon the completion of the Offering, in accordance with ASC 340.

Refer to Note 9 – Subsequent Events for information regarding the consummation of the Initial Public Offering and the payment of underwriting fees

NOTE 7 – STOCKHOLDER’S EQUITY

Preferred Shares — The Company is authorized to issue up to 5,000,000 preferred 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.

At March 31, 2026, there were no shares of preferred stock issued or outstanding.

The Company granted the Underwriter a 45-day option from the date of the prospectus to purchase up to 1,500,000 additional Units (15% of the Units sold in the Initial Public Offering) to cover over-allotments , if any, at the Initial Public Offering price less underwriting discounts and commissions.

The over-allotment option expired unexercised on May 28, 2026, and no additional Units were issued.

NOTE 7 – SHAREHOLDERS’ EQUITY

Preference Shares — The Company is authorized to issue up to 5,000,000 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.

At June 30, 2026, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue up to 500,000,000 Class A ordinary shares, par value $ 0.0001 per share.

Holders of the Company’s Class A ordinary shares are entitled to one vote per share.

At March 31, 2026, there were no Class A ordinary shares issued or outstanding.

The Company’s Class A ordinary shares which are subject to possible redemption, will be presented as temporary equity in accordance with ASC 480-10-S99.

The redemption provisions are not solely within the control of the Company and, accordingly, such shares will be classified outside of permanent equity.

As of June 30, 2026, there were 10,000,000 Class A ordinary shares issued and outstanding subject to possible redemption, which are presented as temporary equity in accordance with ASC 480-10-S99.

The redemption provisions are not solely within the control of the Company and, accordingly, such shares are classified outside of permanent equity.

In addition, as of June 30, 2026, there were 490,000 Class A ordinary shares issued and outstanding that are not subject to redemption, which are included in shareholders’ equity, consisting of the 140,000 Class A ordinary shares underlying the Private Placement Units and the 350,000 representative shares issued to the Underwriter.

Class B Ordinary Shares — The Company is authorized to issue up to 50,000,000 Class B ordinary shares, par value $ 0.0001 per share.

Holders of the Company’s Class B ordinary shares are entitled to one vote per share.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law;

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law;

provided that prior to the closing of a Business Combination, only holders of Class B ordinary shares have the right to vote on the appointment or removal of directors and on continuing the Company in a jurisdiction outside the Cayman Islands.

On June 04, 2025, the Sponsor purchased 2,424,324 Class B ordinary shares (“Founder Shares”) for an aggregate purchase price of $ 25,000 .

Up to 527,027 of the Founder Shares are subject to surrender by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part.

In October 2025, the Company effected a share capitalization, resulting in the issuance of an additional 1,616,217 Class B ordinary shares (Founder Shares) to the Sponsor for no additional consideration.

Following the share capitalization, the Sponsor holds an aggregate of 4,040,541 Founder Shares.

On June 4, 2025, the Sponsors purchased 2,424,324 Class B ordinary shares ("Founder Shares") for an aggregate purchase price of $ 25,000 .

Up to 527,027 of the Founder Shares were subject to surrender by the Sponsors for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part.

In October 2025, the Company effected a share capitalization, resulting in the issuance of an additional 1,616,217 Class B ordinary shares (Founder Shares) to the Sponsors for no additional consideration.

Following the share capitalization, the Sponsors held an aggregate of 4,040,541 Founder Shares.

All share and per-share amounts have been retroactively restated to reflect the share capitalization.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, at a ratio such 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, 26% of the sum of the total number of all ordinary shares outstanding upon completion of the Proposed Public Offering plus all Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination (excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A shares of ordinary shares issued, or to be issued, to any seller in a Business Combination) less any Class A ordinary shares redeemed in connection with the Business Combination.

The underwriters’ over-allotment option expired unexercised on May 28, 2026.

Upon expiration of the option, the 527,027 Founder Shares that were subject to forfeiture became subject to surrender to the Company for no consideration;

the surrender and cancellation of such shares had not been completed as of the date these unaudited financial statements were issued.

As of June 30, 2026, there were 4,040,541 Class B ordinary shares issued and outstanding, of which 527,027 were subject to surrender.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, at a ratio such 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, 26% of the sum of the total number of all ordinary shares outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination (excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination) less any Class A ordinary shares redeemed in connection with the Business Combination.

In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

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If the Company is unable to complete an initial Business Combination within the prescribed time period and redeems the Public Shares, holders of rights will not receive any funds from the Trust Account with respect to such rights, and the rights will expire worthless.

As of March 31, 2026, there were no rights outstanding.

Warrants — Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment.

As of June 30, 2026, there were 10,140,000 rights outstanding, consisting of 10,000,000 public rights and 140,000 private rights.

Warrants — As of June 30, 2026, there were 10,000,000 Public Warrants and 140,000 Private Placement Warrants outstanding.

Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment.

The warrants become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Initial Public Offering, provided that a registration statement covering the Class A ordinary shares issuable upon exercise is effective or an exemption from registration is available.

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If such conditions are not satisfied, the holder of such warrant will not be entitled to exercise the warrant and such warrant may expire worthless.

Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants (except for the Private Placement Warrants while held by the Sponsors or its permitted transferees), in whole and not in part, at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice, if and only if the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period commencing at least 150 days after the completion of the initial Business Combination .

The Private Placement Warrants are identical to the Public Warrants, except that they are not redeemable by the Company so long as they are held by the Sponsors or its permitted transferees and may be exercised on a cashless basis at the option of the holder.

Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants, in whole and not in part, at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice, if and only if the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of the initial Business Combination and ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders .

The Private Placement Warrants are identical to the Public Warrants.

The warrant agreement includes customary anti-dilution provisions that adjust the number of shares issuable upon exercise and the exercise price in the event of share capitalizations, subdivisions, reorganizations or similar events.

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The warrant holders do not have the rights or privileges of holders of Class A ordinary shares, including voting rights or dividend rights, until they exercise their warrants and receive Class A ordinary shares.

As of March 31, 2026, there were no warrants outstanding.

NOTE 8 — FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

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

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2026, 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 – money market fund

$ 100,738,435

The Public Warrants, Private Placement Warrants, Public Rights and Private Placement Rights are classified within shareholders’ equity and are not subsequently remeasured.

The Public Shares are classified as temporary equity and are remeasured to redemption value as described in Note 2.

The assigned values discussed below represent non-recurring fair value measurements determined as of April 15, 2026, the issuance date, solely for purposes of allocating the gross proceeds and offering costs among the instruments issued.

The fair value of the warrants was $ 886,995 in the aggregate, or approximately $ 0.09 per warrant, comprising $ 874,748 attributable to the Public Warrants and $ 12,247 attributable to the Private Placement Warrants.

The fair value of the warrants was determined using a Binomial Lattice Model, which incorporates the contractual terms of the warrants, including the exercise price, redemption features, and expected term.

The Private Placement Warrants are identical to the Public Warrants.

The warrants have been classified within shareholders’ equity and are not subject to subsequent remeasurement.

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

April 15, 2026

Risk-free interest rate

Expected term (years)

Pre-business combination volatility

Post-business combination volatility

Exercise price

Underlying Class A ordinary share price

Redemption threshold price

Redemption threshold days

20 days within any 30-day period

Redemption price

Probability of completing a Business Combination

The fair value of the rights was $ 3,505,638 in the aggregate, or approximately $ 0.35 per right, comprising $ 3,457,237 attributable to the Public Rights and $ 48,401 attributable to the Private Placement Rights.

The fair value of the rights was determined using a Probability-Weighted Expected Return Method, reflecting the contingent nature of the payoff based on the consummation of a Business Combination.

The rights have been classified within shareholders’ equity and are not subject to subsequent remeasurement.

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

April 15, 2026

Risk-free interest rate

Expected term (years)

Underlying Class A ordinary share price

Probability of completing a Business Combination

The 350,000 representative shares issued to the underwriter were measured at their issuance-date fair value of $3,348,381, or $9.5668 per share , determined on a residual basis by reference to the fair value of a Unit less the fair value of the right and the warrant included in the Unit.

The representative shares were recorded as non-cash underwriting compensation and treated as a cost of the offering.

Over-Allotment Option Liability

The over-allotment option granted to the underwriter was a freestanding financial instrument indexed to the Company’s contingently redeemable Public Shares and was accounted for as a liability under ASC 480, measured at fair value with changes in fair value recognized in earnings (see Note 2).

The fair value of the option was determined using a Black-Scholes option pricing model.

The original contractual term was 45 days from the April 13, 2026 prospectus date;

as of the April 15, 2026 measurement date, the remaining contractual term was 43 days, or approximately 0.1178 years.

The measurement was categorized within Level 3 of the fair value hierarchy.

The following table presents the quantitative information regarding the inputs used in the Level 3 valuation of the over-allotment option:

April 15, 2026

Number of option Units

Underlying Unit fair value

Exercise price per Unit

Remaining contractual term (years)

Expected volatility

Risk-free interest rate

Fair value per option Unit

The option expired unexercised on May 28, 2026, and its fair value at that date was zero.

The following table presents the change in the fair value of the over-allotment option liability:

Over-Allotment Option Liability

Initial recognition at April 15, 2026

Change in fair value

Balance as of June 30, 2026

There were no transfers into or out of Level 3 during the three and six months ended June 30, 2026.

NOTE 9 — SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their unaudited financial statement information about operating segments, products, services, geographic areas, and major customers.

ASC Topic 280, "Segment Reporting," establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

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

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

Formation, general and administrative costs

Deferred offering costs associated with proposed public offering

The CODM primarily evaluates the Company’s performance based on total formation and operating costs, Deferred offering costs associated with proposed public offering and the level of available cash resources.

These measures are used to monitor liquidity, manage expenditures, and forecast cash requirements to ensure sufficient capital is available to fund ongoing operations, complete the proposed public offering, and pursue a potential business combination within the prescribed business combination period.

The CODM does not evaluate performance based on separate segment profit or loss measures.

The Company’s CODM has been identified as the Chief Executive Officer and Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company has one operating and reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income (loss), which is the same measure reported in the accompanying unaudited statements of operations.

The CODM uses net income (loss) to monitor budgeted versus actual formation and operating costs, to manage expenditures, and to assess the sufficiency of the Company’s liquidity to fund operations and pursue a Business Combination within the prescribed completion period.

The measure of segment assets is total assets as reported on the accompanying unaudited balance sheets.

Significant segment expenses and other segment items regularly provided to the CODM are as follows:

For the Three

June 30, 2026

For the Period from June 3, 2025 (Inception) Through June 30, 2025

June 30, 2026

For the Period from June 3, 2025 (Inception) Through June 30, 2025

Formation and operating costs

Offering costs attributable to over-allotment option liability

Interest income

Dividend income earned on investments held in Trust Account

Change in fair value of over-allotment option liability

Net income (loss)

Segment assets, representing total assets, were $ 101,107,134 as of June 30, 2026 and $ 128,653 as of December 31, 2025, consisting principally of investments held in the Trust Account, cash held outside the Trust Account and prepaid expenses.

NOTE 10 – SUBSEQUENT EVENTS

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

Based upon this review, other than as disclosed below and elsewhere in these unaudited condensed financial statements, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the unaudited condensed financial statements.

Initial Public Offering

On April 15, 2026, the Company consummated its Initial Public Offering of 10,000,000 Units at a price of $ 10.00 per Unit, generating gross proceeds of $ 100,000,000 .

Each Unit consists of one Class A ordinary share, one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of the Company's initial Business Combination, and one redeemable warrant.

Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment.

The Company granted the underwriter a 45 -day option from the date of the prospectus to purchase up to 1,500,000 additional Units (15% of the Units sold in the Initial Public Offering) at the Initial Public Offering price, less underwriting discounts and commissions, to cover over-allotments, if any.

As of the date of issuance of these financial statements, the over-allotment option had not been exercised.

Private Placement

Simultaneously with the closing of the Initial Public Offering on April 15, 2026, the Company consummated the sale of 140,000 Private Placement Units to West Pike, LLC, one of the Company's co-sponsors, at a purchase price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 1,400,000 .

Each Private Placement Unit consists of one Class A ordinary share, one right and one redeemable warrant.

The Private Placement Units (and the underlying securities) are subject to certain transfer restrictions until 30 days following the consummation of the Company's initial Business Combination, and the Private Placement Warrants are not redeemable by the Company so long as they are held by the Sponsors or their permitted transferees.

Representative Shares

In connection with the consummation of the Initial Public Offering, the Company issued 350,000 Class A ordinary shares (the "Representative Shares") to the underwriter and/or its designees as part of the underwriting compensation.

The Representative Shares are subject to transfer restrictions in accordance with FINRA Rule 5110(e) and are considered non-cash underwriting compensation.

Trust Account

Following the closing of the Initial Public Offering on April 15, 2026, $ 100,000,000 ($ 10.00 per Unit) of the gross proceeds from the Initial Public Offering was placed in a U.S.-based trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee.

The funds held in the Trust Account will be invested or held in U.S.

government treasury bills with a maturity of 185 days or less, in money market funds investing solely in U.S.

Treasuries, or held as cash or in an interest-bearing demand deposit account, until the earlier of the consummation of a Business Combination or the distribution of the Trust Account.

Transaction Costs

Transaction costs related to the Initial Public Offering amounted to approximately $ 4,302,199 , consisting of $ 500,000 of cash underwriting fees, $ 3,348,381 representing the fair value of Representative Shares issued to the underwriter, and $ 453,818 of other offering costs, including legal, audit and filing fees.

Transaction costs were allocated to the separable financial instruments issued in connection with the Initial Public Offering based on their relative fair values.

Costs allocated to equity-classified instruments were recorded as a reduction of additional paid-in capital, while costs allocated to liability-classified instruments, if any, were expensed as incurred.

Repayment of Promissory Note

Subsequent to March 31, 2026, the Company received an additional drawdown of $ 30,000 under the Promissory Note.

Upon the closing of the Initial Public Offering on April 15, 2026, $ 70,000 of the outstanding balance was settled through a non-cash offset arrangement between the Company's co-sponsors in connection with the funding of the Private Placement, leaving an outstanding balance of $ 99,000 as of April 15, 2026.

Administrative Services Agreement

In connection with the Initial Public Offering, the Company entered into an administrative services agreement with an affiliate one of the Sponsors, pursuant to which the Company will pay $ 1,667 per month for office space, utilities, and secretarial and administrative support.

Such payments commenced on April 15, 2026, the date the Company's securities were first listed on Nasdaq, and will continue until the earlier of the consummation of the Company's initial Business Combination or its liquidation.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through August 14, 2026, the date the unaudited financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the unaudited 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