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Item 1. Financial Statements

2026-05-15 compared with 2025-11-14 · 122 added, 150 removed, 312 unchanged (47% of the section changed)

1 unchanged sentence

PYROPHYTE ACQUISITION CORP.

UNAUDITED CONDENSED BALANCE SHEET

September 30, 2025

CONDENSED BALANCE SHEETS

Current Asset

1 unchanged sentence

Prepaid expenses 505,644 301,930

Due from Sponsor 353,445

Total current assets 522,067 744,430

4 unchanged sentences

Current liabilities:

Accounts payable $ 89,357 $ 38,948

Accrued expenses 70,000 25,000

4 unchanged sentences

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

20,041,150 ordinary shares at $ 10.08 per share 202,044,257

20,041,150 ordinary shares at $ 10.27 and 10.18 per share at March 31, 2026 and December 31, 2025, respectively 205,815,112 204,013,247

Shareholders’ deficit

9 unchanged sentences

Additional paid-in capital - -

Share subscription receivable ( 353,445 ) ( 353,445 )

Accumulated deficit ( 8,659,693 ) ( 8,321,258 )

1 unchanged sentence

Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 206,361,744 $ 204,802,905

(1) This number includes an aggregate of up to 946,428 Class B shares subject to forfeiture if the over-allotment option is not exercised

in full or in part by the underwriters.

On July 24, 2025, the underwriters partially exercised their over-allotment option and forfeited

their right to purchase the remaining 83,850 units under the over-allotment option.

As a result, the Sponsor forfeited 30,231 Class B

Ordinary shares.

All share and per share data have been retroactively applied.

The accompanying notes are an integral part

of these unaudited condensed financial statements.

The accompanying notes are an integral part of

these unaudited condensed financial statements.

PYROPHYTE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

September 30,

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

General and administrative expenses $ 338,452

Loss from operations ( 338,452 )

Gain on marketable securities (net), dividends and interest, held in Trust Account 1,632,757 1,632,757

Dividends and interest earned on marketable securities held in the Trust Account 1,801,865

Interest income 17

4 unchanged sentences

Basic and diluted net income per share, Class B non-redeemable ordinary shares $ 0.05

(1) This number excludes an aggregate of up to 946,428 Class B shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

On July 24, 2025, the underwriters partially exercised their over-allotment option and forfeited their right to purchase the remaining 83,850 units under the over-allotment option.

As a result, the Sponsor forfeited 30,231 Class B Ordinary shares.

All share and per share data have been retroactively applied.

The accompanying notes are an integral part

of these unaudited condensed financial statements.

The accompanying notes are an integral part of

these unaudited condensed financial statements.

PYROPHYTE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN

SHAREHOLDERS’ DEFICIT

For the three months ended September 30, 2025

and for the period from May 1, 2025 (inception) through September 30, 2025

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Shares Subject to Possible Redemption

Shareholders’

Balance as of May 1, 2025 (inception) - $ - - $ - - $ - $ - $ - $ -

Issuance of class B ordinary shares to Sponsor (1) - - - - 7,255,952 726 24,274 - 25,000

Net loss - - - - - - - ( 102,000 ) ( 102,000 )

Balance as of June 30, 2025 (unaudited) - $ - - $ - 7,255,952 $ 726 $ 24,274 $ ( 102,000 ) $ ( 77,000 )

Forfeiture of class B ordinary shares - - - - ( 30,231 ) ( 3 ) 3 - -

Proceeds from the sale of Class A Units 20,041,150 200,411,500 - - - - - - -

Paid underwriters fees - ( 2,625,000 ) - - - - - - -

Deferred underwriting fees payable - ( 9,399,690 ) - - - - - - -

Fair value of Public Warrants, at issuance - ( 3,724,648 ) - - - - 3,724,648 - 3,724,648

Allocated value of transaction costs to Class A Ordinary Shares

- ( 487,752 ) - - - - ( 255,209 ) - ( 255,209 )

Proceeds from the sale of private placement warrants - - - - - - 5,050,000 - 5,050,000

Balance as of January 1, 2026 20,041,150 $ 204,013,247 - $ - $ 7,225,721 $ 723 $ - $ ( 353,445 ) $ ( 8,321,258 ) $ ( 8,673,980 )

Remeasurement of Class A ordinary shares to redemption value - 1,801,865 - - - - - - ( 1,801,865 ) ( 1,801,865 )

Net income - - - - - - - - 1,463,430 1,463,430

Balance as of September 30, 2025 (unaudited) 20,041,150 $ 202,044,257 - $ - 7,225,721 $ 723 $ - $ ( 7,990,362 ) $ ( 7,989,639 )

(1) This number includes an aggregate of up to 946,428 Class B shares subject to forfeiture if the over-allotment option is not exercised

in full or in part by the underwriters.

On July 24, 2025, the underwriters partially exercised their over-allotment option and forfeited

their right to purchase the remaining 83,850 units under the over-allotment option.

As a result, the Sponsor forfeited 30,231 Class B

Ordinary shares.

All share and per share data have been retroactively applied.

The accompanying notes are an integral part

of these unaudited condensed financial statements.

Balance as of March 31, 2026 (unaudited) 20,041,150 $ 205,815,112 - $ - 7,225,721 $ 723 $ - $ ( 353,445 ) $ ( 8,659,693 ) $ ( 9,012,415 )

The accompanying notes are an integral part of

these unaudited condensed financial statements.

PYROPHYTE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

For the period from May 1, 2025 (inception)

through September 30, 2025

CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Cash Flows from Operating Activities

1 unchanged sentence

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

Gain on marketable securities (net), dividends and interest, held in Trust Account ( 1,632,757 )

Formation and operating expenses paid in exchange for Founder Shares 5,000

Dividends and interest earned on marketable securities held in the Trust Account ( 1,801,865 )

Changes in operating assets and liabilities:

Prepaid and other assets ( 360,379 )

Prepaid expenses ( 183,051 )

Accounts payable 50,409

Accrued expenses 45,000

Net cash used in operating activities ( 426,077 )

Cash Flows from Investing Activities

Investment of cash into Trust Account ( 200,411,500 )

Net cash used in investing activities ( 200,411,500 )

Cash Flows from Financing Activities

Proceeds from sale of Class A Units 200,411,500

Proceeds from sale of Private Placement Warrants net of increase in Due from Sponsor 4,396,555

Offering costs paid ( 3,047,961 )

Net cash provided by financing activities 201,760,094

Net increase in cash 721,227

Net decrease in cash ( 426,077 )

Cash - beginning of period 442,500

Cash - end of period $ 16,423

Supplemental disclosure of noncash investing and financing activities:

Private Placement Warrants issued through forgiveness of promissory note - related party $ ( 300,000 )

Offering costs paid through the issuance of founders shares $ 20,000

Offering costs paid through promissory note - related party $ 300,000

Deferred underwriting fees payable $ 9,399,690

The accompanying notes are an integral part

of these unaudited condensed financial statements.

Pyrophyte Acquisition Corp.

Notes to Unaudited Condensed Financial Statements

September 30, 2025

The accompanying notes are an integral part of

these unaudited condensed financial statements.

NOTE 1— ORGANIZATION AND BUSINESS OPERATIONS

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II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on May 1, 2025.

The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which is referred to as the initial business combination.

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 May 1, 2025 (inception) through September 30, 2025 relates to the Company’s formation and initial public offering (the “initial public offering”).

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

All activities for the period from May 1, 2025 (inception) through March 31, 2026 relate to the Company’s formation and initial public offering (the “Initial Public Offering”).

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

6 unchanged sentences

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

The Company granted UBS Securities LLC (the “representative”) and Brookline Capital Markets, a division of Arcadia Securities, LLC (collectively, the “underwriters”) in the initial public offering a 45-day option to purchase up to 2,625,000 additional units to cover over-allotments, if any.

The Company granted UBS Securities LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC (collectively, the “Underwriters”) in the Initial Public Offering a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments, if any.

On July 24, 2025, the Underwriters partially exercised their over-allotment option to purchase an additional 2,541,150 Units at a purchase price of $ 10.00 per Unit, generating additional gross proceeds of $ 25,411,500 .

2 unchanged sentences

Transaction costs amounted to $ 12,767,651 , including $ 9,399,690 in deferred underwriting fees, $ 2,625,000 in upfront underwriting fees, and $ 742,961 in other offering costs related to the Initial Public Offering.

In addition, cash of $ 1,500,000 was held outside of the trust account described below and is available for the payment of offering costs and for working capital purposes.

In addition, cash of $ 1,500,000 (including share subscription receivable of $ 353,445 ) was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.

As a result of the Initial Public Offering and subsequent partial exercise of the over-allotment option, a total of $ 200,411,500 of the net proceeds from the Initial Public Offering and the sale of the over-allotment option units was deposited in a U.S.-based Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”).

39 unchanged sentences

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

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

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

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

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

These unaudited condensed financial statements should be read in conjunction with the Company’s Registration Statement filed with the SEC on July 17, 2025 as well as the Company’s Current Report on Form 8-K, as filed with the SEC on July 24, 2025.

These unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period from May 1, 2025 (inception) to December 31, 2025 (the “Annual Report”) filed with the SEC on March 30, 2026.

The interim results in these unaudited condensed financial statements are not necessarily indicative of future expected results.

Liquidity and Capital Resources

As of September 30, 2025, the Company had a cash balance of $ 721,227 and due from Sponsor balance of $ 353,445 .

Going Concern, Liquidity and Capital Resources

As of March 31, 2026, the Company had a cash balance of $ 16,423 .

Following the closing of the Initial Public Offering, the Company’s liquidity needs are satisfied through using net proceeds from the Initial Public Offering and the sale of Private Placement Warrants for existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the initial Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with the ASC 205-40, “Presentation of Financial Statements-Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business.

However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial business combination.

Management has determined that upon consummation of the initial public offering and the sale of the private placement units, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the unaudited condensed financial statements.

If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an initial Business Combination.

Moreover, the Company may need to obtain additional financing either to complete an initial Business Combination or because it becomes obligated to redeem a significant number of its Public Shares upon completion of an initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such initial Business Combination.

In addition, in order to finance transaction costs in connection with an initial Business Combination, the Company’s officers, directors and initial shareholders may, but are not obligated to, provide it with loans up to $ 1,500,000 as the Company may require (“Working Capital Loans”).

The Company expects to incur additional significant costs in pursuit of its financing and acquisition plans, including the proposed business combination.

The Company has until 24 months from the IPO to complete a Business Combination or cease all operations other than those required for the purpose of liquidation.

In connection with management’s evaluation of the Company’s ability to continue as a going concern in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” the Company’s liquidity concerns raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date the unaudited condensed financial statements are available to be issued.

The Company intends to satisfy its liquidity needs through the Working Capital Loans that may be provided by its officers, directors and initial shareholders.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to satisfy its obligations.

Emerging Growth Company Status

5 unchanged sentences

Use of Estimates

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

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

Making estimates requires management to exercise significant judgment.

3 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 $ 721,227 in cash and no cash equivalents as of September 30, 2025.

As of March 31, 2026 and December 31, 2025, the Company had $ 16,423 and $ 442,500 respectively in cash.

There are no cash equivalents as of March 31, 2026 and December 31, 2025.

Marketable Securities Held in Trust Account

As of September 30, 2025, the assets held in the trust account were invested in money market funds that invest solely in U.S.

treasury securities.

As of March 31, 2026 and December 31, 2025, assets held in the Trust Account amounting to $ 205,815,112 and $ 204,013,247 , respectively, were held in money market funds, which are invested primarily in Treasury securities.

All of the Company’s marketable held in the Trust Account are presented on the accompanying condensed balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

Class A Ordinary Shares Subject to Possible Redemption

The Company’s Class A ordinary shares that were sold as part of the units in the IPO contain a redemption feature which allows for the redemption of such Class A ordinary 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.

The Company’s Class A Ordinary Shares that were sold as part of the units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Class A Ordinary 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 ordinary shares subject to redemption outside of permanent (deficit) equity as the redemption provisions are not solely within the control of the Company.

3 unchanged sentences

According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable.

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

The Class A Ordinary Shares subject to possible redemption reflected on the condensed balance sheet as of March 31, 2026 are reconciled in the following table:

Gross proceeds $ 200,411,500

2 unchanged sentences

Remeasurement of Class A Ordinary Shares to redemption value 19,838,837

Class A ordinary shares subject to possible redemption at September 30, 2025 $ 202,044,257

Class A Ordinary Shares subject to possible redemption at December 31, 2025 $ 204,013,247

Remeasurement of Class A Ordinary Shares to redemption value 1,801,865

Class A Ordinary Shares subject to possible redemption at March 31, 2026 $ 205,815,112

Fair Value Instruments

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

Fair Value Measurement

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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.

There were no investments, assets or liabilities requiring fair value measurement as of September 30, 2025 except marketable securities held in Trust Account of $ 202,044,256 , which is determined to be a level 1 measurement.

There were no investments, assets or liabilities requiring fair value measurement as of March 31, 2026 and December 31, 2025 except marketable securities held in Trust Account, which is determined to be a Level 1 measurement.

Derivative Financial Instruments

7 unchanged sentences

Offering Costs

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

Financial Accounting Standards Board (“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 IPO proceeds from the units between Class A ordinary shares and warrants, prorate, allocating the IPO proceeds to the assigned value of the warrants and to the Class A ordinary shares.

The Company applies this guidance to allocate Initial Public Offering proceeds from the units between Class A Ordinary Shares and warrants, prorate, allocating the Initial Public Offering proceeds to the assigned value of the warrants and to the Class A Ordinary Shares.

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

Subscription Receivable

The Company records stock issuances at the effective date.

If the subscription is not funded upon issuance, the Company records a subscription receivable as an asset on a balance sheet, except when subscription receivable is not received prior to the issuance of unaudited condensed financial statements at a reporting date in satisfaction of the requirements under ASC 505-10-45-2, in which case, the subscription is reclassified as a contra account to stockholders’ deficit on the balance sheet.

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.

Deferred income tax assets and liabilities are computed for differences between the financial statements and tax basis of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Deferred income tax assets and liabilities are computed for differences between the unaudited condensed financial statements and tax basis of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in an entity’s unaudited condensed financial statements and prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return.

ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in an entity’s unaudited condensed financial statements and prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return.

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

2 unchanged sentences

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

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

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

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

3 unchanged sentences

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period.

For the three months ended September 30, 2025 and for the period from May 1, 2025 (inception) through September 30, 2025, the Company did not consider the effect of the warrants sold in the Public Offering and Private Placement to purchase Public Shares in the calculation of diluted income per ordinary share, since their inclusion is contingent on a future event.

For the three months ended March 31, 2026, the Company did not consider the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase Public Shares in the calculation of diluted income per ordinary share, since their inclusion is contingent on a future event.

A reconciliation of the net income per ordinary share is stated below.

September 30,

For The Three

Redeemable Class A Ordinary Shares

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For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the unaudited condensed statement of operations.

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the condensed statement of operations.

The warrants are not precluded from equity classification, and will be accounted for as such on the date of issuance.

Share-Based Compensation

The Company accounts for founder shares issued to its independent directors in accordance with SEC Staff Accounting Bulletin 5T and ASC 718, “Compensation-Stock Compensation.” The fair value of the founder shares issued in this arrangement was determined using the implied stock price as of the date of the IPO of the Company’s Class A ordinary shares and the probability of the success of the initial business combination.

The Company accounts for Founder Shares issued to its independent directors in accordance with SEC Staff Accounting Bulletin 5T and ASC 718, “Compensation-Stock Compensation.” The fair value of the Founder Shares issued in this arrangement was determined using the implied stock price as of the date of the Initial Public Offering of the Company’s Class A Ordinary Shares and the probability of the success of the initial Business Combination.

Recent Accounting Pronouncements

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The Underwriters forfeited their option to purchase an additional 83,850 Units.

Each unit consists of one Class A ordinary share and one-half of one redeemable warrant.

Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as described in this prospectus, and only whole warranty is exercisable.

Each Unit consists of one Class A Ordinary Share and one-half of one redeemable Public Warrant.

Each whole warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment as described, and only whole warrant is exercisable.

The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, or earlier upon redemption or liquidation.

1 unchanged sentence

Each Private Placement Warrant is exercisable for one Class A Ordinary Share at a price of $ 11.50 per share.

If the initial business combination is not completed within 24 months from the closing of the IPO, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless.

The private placement warrants will be non-redeemable and exercisable on a cashless basis and will expire five years after the completion of the Company’s initial business combination or earlier upon redemption or liquidation, as described in this prospectus.

If the initial Business Combination is not completed within 24 months from the closing of the Initial Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation.

As the Sponsor will agree, subject to limited exceptions, not to transfer, assign or sell any of the Private Placement Warrants (including their underlying securities) until 30 days after the completion of the initial Business Combination.

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In June 2025, the Sponsor transferred 30,000 of the Company’s Founder Shares to each of the Company’s three independent directors.

These 90,000 shares were not subject to forfeiture.

These 90,000 Founder Shares were not subject to forfeiture.

The allocation of the Founder Shares to the directors is in the scope of ASC 718.

1 unchanged sentence

The Company used the implied stock price as of the date of the Initial Public Offering of the Company’s Class A Ordinary Shares and the probability of the success of the initial Business Combination.

The fair value of the 90,000 shares granted to the Company’s directors was $ 216,637 or $ 2.41 per share.

The fair value of the 90,000 Founder Shares granted to the Company’s directors was $ 216,637 or $ 2.41 per share.

The Founder Shares were granted subject to a performance condition, the performance of the duties of an independent director through and the occurrence of an initial Business Combination.

Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under ASC 718.

The Company determined the performance conditions are not considered probable, and, therefore, no share-based compensation expense was recognized as of September 30, 2025.

As of September 30, 2025, the unrecognized stock compensation expense was $ 216,637 .

The Company determined the performance conditions are not considered probable, and, therefore, no share-based compensation expense was recognized as of March 31, 2026 and December 31, 2025.

As of March 31, 2026 and December 31, 2025, the unrecognized stock compensation expense was $ 216,637 .

The Founder Shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A Ordinary Shares included in the Units sold in the Initial Public Offering, and holders of Founder Shares have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled to registration rights, (iii) the Company’s Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Company’s initial Business Combination, (B) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (1) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100 % of the Company’s Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering, (2) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, (3) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Company’s initial Business Combination within the 24 months from the closing of the Initial Public Offering, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating distributions from assets outside the Trust Account and (4) 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) in favor of the initial Business Combination (including any proposals recommended by the Company’s board of directors in connection with such Business Combination) (except with respect to any Public Shares which may not be voted in favor of approving the Business Combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto), (iv) the Founder Shares are automatically convertible into Class A Ordinary Shares immediately prior to, concurrently with or immediately following the consummation of the Company’s initial Business Combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the amended and restated memorandum and articles of association, and (v) prior to the closing of the Company’s initial Business Combination, only holders of Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

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Promissory Note—Related Party

The sponsor has agreed to loan the Company an aggregate of up to $ 300,000 under an unsecured promissory to be used for a portion of the expenses in connection with the IPO.

The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2025 or the closing of the IPO.

As of the IPO date of July 18, 2025, the $ 300,000 note was fully utilized by the Company.

The Sponsor has agreed to loan the Company an aggregate of up to $ 300,000 under an unsecured promissory to be used for a portion of the expenses in connection with the Initial Public Offering.

The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2025 or the closing of the Initial Public Offering.

As of the Initial Public Offering date of July 18, 2025, the $ 300,000 note was fully utilized by the Company.

In connection with the private sale of 5,050,000 warrants as described above in Note 4, the Company settled the outstanding note through the issuance of 300,000 Private Placement Warrants to the related party.

The 300,000 private placement warrants are included in the total of 5,050,000 in connection with the IPO.

The 300,000 Private Placement Warrants are included in the total of 5,050,000 in connection with the Initial Public Offering.

The Company determined that the carrying value and fair value of the note are the same as the fair value of the Private Placement Warrants given in exchange for the note.

As of September 30, 2025, there are no amounts outstanding under the note and the note is no longer available to be drawn.

Due from Sponsor

As of September 30, 2025, the sponsor owed the Company an aggregate amount of $ 353,445 .

The amount is non-interest bearing, due on demand and expected to be settled in the near term.

As of March 31, 2026 and December 31, 2025, there are no amounts outstanding under the note and the note is no longer available to be drawn.

Share Subscription Receivable

On July 19, 2025, in connection with the sale of the Private Placement Warrants, the Sponsor should have deposited $ 353,445 of the net proceeds into the Company’s bank account.

This amount still has not been received as of March 31, 2026.

The Company has accounted for the amount due as a share subscription receivable within shareholders’ deficit.

The amount is non-interest bearing, due on demand.

Private Placement Warrants

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Upon completion of the initial Business Combination or its liquidation, the Company will cease paying these monthly fees.

For the period from May 1, 2025 (inception) through September 30, 2025, the Company recognized $ 87,500 in administrative fees.

For the three months ended March 31, 2026, the Company recognized $ 105,000 in administrative fees.

As of March 31, 2026 and December 31, 2025, the Company recorded prepaid administrative fees to Sponsor of $ 341,438 and $ 192,500 , respectively.

These amounts are amortized to general and administrative expenses within the condensed statement of operations.

As of May 15, 2026, the total administrative fees paid to date have been $ 635,000 .

Working Capital Loans

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The terms of such loans by the Company’s Sponsor or its affiliates, or its officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

As of September 30, 2025, no such working capital loans were outstanding.

As of March 31, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

NOTE 5—COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The United States has recently enacted and proposed to enact significant new tariffs.

Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S.

trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S.

trade policies, treaties and tariffs.

There continues to exist significant uncertainty about the future relationship between the U.S.

and other countries with respect to such trade policies, treaties and tariffs.

These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S.

Any of these factors could depress economic activity and restrict potential target companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact the Company’s possibility of closing an initial business combination.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions could adversely affect the Company’s search for an initial business combination and any target business with which it may ultimately consummate an initial business combination.

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the Israel-Hamas war and the conflict between the United States and Israel and Iran, as well as recent developments to U.S.

tariff policies.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the U.S., 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, the Israel-Hamas war, the conflict between the United States and Israel and Iran 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 cyberattacks 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.

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 war, and the conflict between the United States and Israel and Iran and subsequent sanctions or related actions or the ongoing trade and tariff policy changes by the U.S.

or other 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.

Registration Rights

The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants and the Class A ordinary shares underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the Company’s initial business combination pursuant to a registration rights agreement signed on the effective date of the initial public offering.

The holders of the (i) Founder Shares, which were issued in the Private Placement prior to the closing of the Initial Public Offering, (ii) Private Placement Warrants and the Class A Ordinary Shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

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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 200,000,000 Class A Ordinary Shares at par value of $ 0.0001 each.

Holders of the Company’s Class A Ordinary Shares are entitled to one vote for each share.

As of September 30, 2025, there were no Class A ordinary shares issued or outstanding.

As of March 31, 2026 and December 31, 2025, there were no Class A Ordinary Shares issued or outstanding (excluding 20,041,150 shares subject to possible redemption).

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

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In June 2025, the Sponsor transferred 30,000 of the Company’s Founder Shares to each of the Company’s three independent directors.

As of September 30, 2025, there were 7,225,721 Class B ordinary shares issued and outstanding.

On July 24, 2025, the Underwriters partially exercised their over-allotment option and forfeited their right remaining Units under the over-allotment option.

As a result, the Sponsor forfeited 30,231 Class B ordinary shares.

As of March 31, 2026 and December 31, 2025, there were 7,225,721 Class B ordinary shares issued and outstanding.

The Class B ordinary shares will automatically convert into Class A Ordinary Shares at the time of the Company’s 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 Company’s directors) or earlier at the option of the holder on a one-for-one basis (subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein.

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Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share (except as otherwise expressed in the Company’s amended and restated memorandum and articles of association).

Warrants— As of September 30, 2025, there were 13,800,000 warrants outstanding ( 8,750,000 public warrants and 5,050,000 private placement warrants).

Warrants— As of March 31, 2026 and December 31, 2025, there were 15,070,575 warrants outstanding ( 10,020,575 Public Warrants and 5,050,000 Private Placement Warrants).

Each whole warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment as described herein.

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In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the Class A Ordinary Share underlying such unit.

The Company is registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of the Company’s initial business combination, which may be within one year of the IPO.

However, because the warrants will be exercisable until their expiration date of up to five years after the completion of the initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of the initial business combination, under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its initial business combination, the Company will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following its initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement.

The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination, which may be within one year of the Initial Public Offering.

However, because the warrants will be exercisable until their expiration date of up to five years after the completion of the initial Business Combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of the initial Business Combination, under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following its initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants is not effective by the sixtieth (60) business day after the closing of the Company’s initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

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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,

2026 December 31,

Marketable securities held in Trust Account $ 205,815,112 $ 204,013,247

September 30,

For the three months ended March 31, 2026

General and administrative expenses $ 338,452

Gain on marketable securities (net), dividends and interest, held in Trust Account $ 1,632,757

Dividends and interest earned on marketable securities held in the Trust Account $ 1,801,865

General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete an offering and eventually a Business Combination within the Business Combination period.

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

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

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

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

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

NOTE 8—FAIR VALUE MEASUREMENT

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 by level within the fair value hierarchy:

Level 1 Level 2 Level 3

Marketable securities held in Trust Account $ 205,815,112 $ — $ —

The Public Warrants were valued using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach).

The value of the Public Warrants as of the IPO date was $ 3,724,648 or $ 0.37 per warrant.

The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation of the public warrants:

The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants as of the Initial Public Offering date using level 3 inputs:

Market price of public stock $ 9.81

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NOTE 9—SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through November 12, 2025, the date that the unaudited condensed financial statements were available to be issued.

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

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