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Item 1. Financial Statements

2026-08-12 compared with 2026-07-02 · 236 added, 110 removed, 208 unchanged (62% of the section changed)

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CONDENSED BALANCE SHEET

MARCH 31, 2026

Other current assets

JUNE 30, 2026

Prepaid expenses

Total Current Assets

Deferred offering costs

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Long-term prepaid expenses

Marketable securities held in Trust Account

LIABILITIES, CLASS A ORDINARY SHARES SUBJET TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

Current liabilities:

Accrued offering costs

Accrued offering costs – related party

Accounts payable

Accrued expenses

Promissory note – Sponsor

Total Current Liabilities

Deferred underwriting fee payable

Total Liabilities

Commitments and Contingencies (Note 5)

Class A ordinary shares subject to possible redemption, 7,500,000 shares at a redemption value of $ 10.00 per share

Shareholders’ Deficit

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479,000,000 shares authorized;

none issued and outstanding

275,000 shares issued and outstanding, excluding 7,500,000 shares subject to possible redemption

Class B ordinary shares, $ 0.0001 par value;

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Total Shareholders’ Deficit

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

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

TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJET TO POSSIBLE REDEMPTIONAND SHAREHOLDERS’ DEFICIT

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

RESEARCH ALLIANCE CORPORATION III

CONDENSED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM FEBRUARY 19, 2026 (INCEPTION) THROUGH MARCH 31, 2026

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND FOR THE PERIOD FEBRUARY 19, 2026

(INCEPTION) THROUGH JUNE 30, 2026

Three Months Ended

June 30, 2026

Period From February 19, 2026

to June 30, 2026

General, formation and administrative expenses

Basic and diluted net loss per ordinary share

Weighted average ordinary shares outstanding, basic and diluted

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

Loss from operations

Other income:

Interest earned on marketable securities held in Trust Account

Total other income

Net income (loss)

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

Weighted average Class A ordinary shares subject to redemption outstanding, basic and diluted

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

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

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

RESEARCH ALLIANCE CORPORATION III

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE PERIOD FROM FEBRUARY 19, 2026 (INCEPTION) THROUGH MARCH 31, 2026

Class B Ordinary Shares

FOR THE PERIOD FEBRUARY 19, 2026 (INCEPTION) THROUGH MARCH 31, 2026 AND THE THREE

MONTHS ENDED JUNE 30, 2026

Class A Ordinary

Class B Ordinary

Shareholders’

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Balance as of March 31, 2026

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

Sale of Private Placement shares upon IPO

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

Balance as of June 30, 2026

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

RESEARCH ALLIANCE CORPORATION III

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM FEBRUARY 19, 2026 (INCEPTION) THROUGH MARCH 31, 2026

FOR THE PERIOD FEBRUARY 19, 2026 (INCEPTION) THROUGH JUNE 30, 2026

Cash Flows from Operating Activities:

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

General and administrative expenses paid through issuance of Class B ordinary shares to Sponsor

Changes in operating assets and liabilities:

Other current assets

Accrued expenses

Interest earned on marketable securities held in Trust Account

Changes in operating liabilities:

Prepaid expenses

Accounts payable and accrued expenses

Net cash used in operating activities

CASH FLOW FROM FINANCING ACITIVITIES

Cash Flows from Investing Activities

Cash deposited in Trust Account

Net cash used in investing activities

Cash Flows from Financing Activities:

Proceeds from issuance of Class B ordinary shares to Sponsor

Proceeds from Promissory Note - Sponsor

Payment of deferred offering costs

Repayment of Promissory Note - Sponsor

Proceeds received from Initial Public Offering of Public Shares, net of underwriting commissions

Proceeds from the sale of Private Placement Shares

Payment of offering costs

Net cash provided by financing activities

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investing and financing activities:

Deferred offering costs included in accrued offering costs

Deferred offering costs included in accrued offering costs – related

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

Deferred underwriting fee payable

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

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

RESEARCH ALLIANCE CORPORATION III

NOTES TO CONDENSED FINANCIAL STATEMENT

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 1 — Description of Organization and Business Operations

Research Alliance Corporation III (the “Company”) is a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “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.

Research Alliance Corporation III (the “Company” or “RACC”) is a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

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

All activity for the period from February 19, 2026 (inception) through March 31, 2026 relates to the Company’s formation and the Initial Public Offering.

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

The Company will generate non-operating

income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below).

On July 26, 2026, the Company, OHB Pediatrics Ltd., a company incorporated under the laws of England and Wales (the “OHBP”) and the shareholders of OHBP (the “OHBP Shareholders”) entered into a business combination agreement (the “Business Combination Agreement”), and related ancillary agreements (the “OHBP Business Combination”).

The OHBP Business Combination was unanimously approved by the boards of directors of each of the Company and OHBP.

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

All activity for the period from February 19, 2026 (inception) through June 30, 2026 relates to the Company’s formation, the Initial Public Offering (as defined below), identifying a target company for a Business Combination and negotiating the OHBP Business Combination.

The Company does not expect to generate any operating revenues until after the completion of its Business Combination, at the earliest.

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

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

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The registration statement for the Company’s initial public offering (the “Initial Public Offering”) was declared effective on May 19, 2026.

On May 21, 2026, the Company consummated its initial public offering of 7,500,000 shares of its Class A ordinary shares, par value $ 0.0001 per share (each, a “Public Share” and collectively, the “Public Shares”) at $ 10.00 per Public Share generating gross proceeds of $ 75,000,000 and incurring offering costs of approximately $ 3,727,251 , inclusive of $ 2,250,000 in deferred underwriting commissions, $ 750,000 of upfront underwriting discounts and $ 727,251 of other offering costs.

Simultaneously with the closing of the Initial Public Offering, the Company consummated

the private placement (the “Private Placement”) of 275,000 Class A ordinary shares (the “Private Placement Shares”), generating gross proceeds of $ 2,750,000 .

Following the closing of the Initial Public Offering, an amount equal to $ 75,000,000 from the net proceeds of the sale of the Shares have been deposited in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and are held in cash or invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

promulgated under the Investment Company Act which invest only in direct U.S.

On May 21, 2026, the Company consummated its initial public offering of 7,500,000 shares of its Class A ordinary shares, par value $ 0.0001 per share (each, a “Public Share” and collectively, the “Public Shares”) at $ 10.00 per Public Share generating gross proceeds of $ 75,000,000 and incurring offering costs of $ 3,762,251 , inclusive of $ 2,250,000 in deferred underwriting commissions, $ 750,000 of upfront underwriting discounts and $ 762,251 of other offering costs.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 275,000 Class A ordinary shares (the “Private Placement Shares”), generating gross proceeds of $ 2,750,000 .

Following the closing of the Initial Public Offering, an amount equal to $ 75,000,000 from the net proceeds of the sale of the Shares has been deposited in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and are held in cash or invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated

under the Investment Company Act which invest only in direct U.S.

government treasury obligations, until the earlier of:

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

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination.

The Company must complete one or more Business Combinations having an aggregate fair market value

of at least 80 % of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes

ayable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial 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 in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

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

The Company will provide the holders (the “Public Shareholders”) of Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination, including the OHBP Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes).

The per-share

amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5).

Upon the public announcement of the initial Business Combination, if the Company elects to conduct redemptions pursuant to the tender offer rules, the Company and the Sponsor will terminate any plan established in accordance with Rule 10b5-1

to purchase the Class A ordinary shares in the open market, in order to comply with Rule 14e-5

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In the event the Company conducts redemptions pursuant to the tender offer rules, the offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a)

under the Exchange Act, and the Company will not be permitted to complete the initial Business Combination until the expiration of the tender offer period.

Upon the public announcement of the Business Combination, if the Company elects to conduct redemptions pursuant to the tender offer rules, the Company and the Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase the Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In the event the Company conducts redemptions pursuant to the tender offer rules, the offer to redeem will remain open for at least

20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Business Combination until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on Public Shareholders not tendering more than the number of public shares the Company is permitted to redeem.

If public shareholders tender more shares than the Company has offered to purchase, the Company will withdraw the tender offer and not complete such initial Business Combination.

If Public Shareholders tender more shares than the Company has offered to purchase, the Company will withdraw the tender offer and not complete such Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15 % of the Public Shares issued in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100 % of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”) or (b) with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment at a per-share

If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business days

thereafter, redeem the Public Shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes that were paid by the Company or are payable by the Company, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes that were paid by the Company or are payable by the Company, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly as

reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period.

However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails

to complete a Business Combination within the Combination Period.

The underwriter has agreed to waive its right to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $ 10.00 per share initially held in the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company have entered into a written letter of intent, confidentially or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $ 10.00 per Public Share due to reductions in the value of the trust assets.

This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1

) $ 10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than

$ 10.00 per Public Share due to reductions in the value of trust assets, less taxes paid or payable (other than excise or similar taxes) and up to $ 100,000 of interest to pay dissolution expenses.

This liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of

1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Sponsor has not made reserves for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company.

Therefore, the Sponsor may not be able to satisfy those obligations.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Management’s Plan and Liquidity

The Company’s liquidity needs up to March 31, 2026 had been satisfied through the loan under an unsecured promissory note from the Sponsor

businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern, Management’s Plan and Liquidity

The Company’s liquidity needs had been satisfied through the loan under an unsecured promissory note from the Sponsor

of $ 300,000 .

On May 21, 2026, upon the consummation of the Initial Public Offering, the Company repaid the Sponsor the full amount of $ 300,000 loaned by the Company pursuant to the promissory note.

As of March 31, 2026, the Company had cash of $ 280,275 and a working capital deficit of $ 490,291 .

As of June 30, 2026, the Company had cash of $ 832,812 and working capital of $ 905,874 .

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, 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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Such shares would be identical to the Private Placement Shares.

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 the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

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

There have been no Working Capital Loans to date.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 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 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.

The Company has until the end of the Combination Period to complete the initial Business Combination.

Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of this financial statement.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC 205-40, “Presentation of Financial Statements—Going Concern,” the Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements.

This condition raises substantial doubt about the Company’s ability to continue as a going concern.

There is no assurance that the Company’s plans to raise capital will be successful.

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

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

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In the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included.

Interim results for the period February 19, 2026 (Inception) through March 31, 2026 are not necessarily indicative of results to be expected for the year.

Interim results for the three months ended June 30, 2026 and period February 19, 2026 (Inception) through June 30, 2026 are not necessarily indicative of results to be expected for the year.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus in connection with its Initial Public Offering as filed with the SEC on May 20, 2026.

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The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such an election to opt out is irrevocable.

growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

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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 cash of $ 280,275 and did not have any cash equivalents as of March 31, 2026.

The Company had cash of $ 832,812 and did not have any cash equivalents as of June 30, 2026.

Concentration of Credit Risk

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Marketable Securities Held in Trust Account

At March 31, 2026, prior to the closing of the Initial Public Offering, there were no assets held in the Trust Account.

Subsequent to March 31, 2026, upon the closing of the Initial Public Offering on May 21, 2026, $ 75,000,000 was deposited in the Trust Account, to be held in cash or invested in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7

Upon the closing of the Initial Public Offering on May 21, 2026, $ 75,000,000 was deposited in the Trust Account, to be held in cash or invested in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7

promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Deferred Offering Costs

As of June 30, 2026, the investments held in the Trust Account amounting to $ 75,238,468 were all held in U.S.

government treasuries.

Fair Value of Financial Instruments

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

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99

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“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 will apply this guidance and allocated all offering costs to Initial Public Offering proceeds as there are no other instruments issued in the Initial Public Offering.

Offering costs allocated to the Public Class A ordinary shares will be charged to temporary equity.

Net Loss Per Ordinary Share

Net loss per 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.

At March 31, 2026, the Company did not have any dilutive securities and 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 ordinary share is the same as basic loss per ordinary share for the period presented.

The Company applied this guidance and allocated all offering costs to Initial Public Offering proceeds as there are no other instruments issued in the Initial Public Offering.

Offering costs allocated to the Public Class A ordinary shares were charged to temporary equity.

Net Income (Loss) Per Ordinary Share

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

At June 30, 2026, the Company did not have any dilutive securities and 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 income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the period presented.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

Three Months Ended

June 30, 2026

Period From February 19, 2026

to June 30, 2026

Class A and B

Non-Redeemable

Class A and B

Non-Redeemable

Basic net income (loss) per ordinary share:

Allocation of net income (loss)

Weighted-average ordinary shares outstanding

Basic net income (loss) per ordinary share

The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

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

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

As of June 30, 2026, 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.

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capital (to the extent available) and accumulated deficit.

Accordingly, as of June 30, 2026, Public Shares are shares subject to possible redemption and are presented at their redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

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

Gross proceeds

Public Shares issuance costs

Remeasurement of carrying value to redemption value

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

Share-based Compensation

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Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued accounting standards updates, if currently adopted

, would have a material effect on the accompanying financial statements.

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements.

Note 3 — Initial Public Offering

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The Founder Shares issued to the Company’s two independent directors were made in exchange for an aggregate purchase price of $ 1,478 .

The transfer of the Founder Shares to the holders of such interests are in the scope of ASC 718.

The transfer of the Founder Shares to the holders of such interests is in the scope of ASC 718.

Under ASC 718, share-based compensation associated with equity classified awards is measured at fair value upon the assignment date.

The total fair value of the 78,260 Founder Shares was $ 17 or $ 0.00021 per share.

The Company established the initial fair value of the Founder Shares using a calculation prepared by a third party valuation team using Probability-Weighted Expected Return Method which takes into consideration the following market assumptions;

Company established the initial fair value of the Founder Shares using a calculation prepared by a third party valuation team using Probability-Weighted Expected Return Method which takes into consideration the following market assumptions;

(i) implied share price of $ 10.00 , and (ii) likelihood of Business Combination of 21 %.

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Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of shares that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the Founder Shares.

As of March 31, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.

The Company will reflect the transactions in its financial statements when the OHBP Business Combination is consummated.

If the OHBP Business Combination does not close for any reason, the Company will not recognize compensation expense associated with the Founder Shares.

As of June 30, 2026, the Company has no t recognized any compensation expense associated with the Founder Shares because the OHBP Business Combination had not yet been consummated.

Private Placement Shares

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Certain proceeds from the Private Placement Shares have been deposited in the Trust Account.

Promissory Note

Promissory Note-Sponsor

On February 25, 2026, the Sponsor loaned the Company an aggregate of $ 300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”).

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bearing and payable on the earlier of December 31, 2026 or the completion of the Initial Public Offering.

As of March 31, 2026 the Company has an outstanding balance of $ 300,000 .

On May 21, 2026, upon the completion of the Initial Public Offering, the Company repaid in full the outstanding $ 300,000 loaned by the Company from the Sponsor pursuant to the Note.

On May 21, 2026, upon the completion of the Initial Public Offering, the Company repaid in full the outstanding $ 300,000 loaned by the Company from the Sponsor pursuant to the Note and as of June 30, 2026, no amount was outstanding.

Consulting Agreement

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The Company’s Chief Financial Officer, Fran Adams, provides finance and accounting services to the Company at an hourly rate of approximately $ 460 per hour pursuant to the Consulting Agreement.

For the period from February 19, 2026 (inception) through March 31, 2026, the Company incurred $ 33,757 in fees for these services, which are included in formation, general and administrative expenses on the accompanying statement of operations.

For the period from February 19, 2026 (inception) through June 30, 2026, the Company incurred $ 51,053 in fees for these services, which are included in formation, general and administrative expenses on the accompanying statement of operations.

Related Party Loans

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Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 3.0 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $ 10.00 per share.

If the Company completes a Business Combination, the Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 3.0 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $ 10.00 per share.

The shares would be identical to the Private Placement Shares.

As of March 31, 2026, the Company had no outstanding borrowings under the Working Capital

A related party to the Company’s Chief Executive Officer paid deferred offering fees of $ 10,500 on behalf of the Company, which the Company has included in Accrued offering costs - related party on the balance sheet.

As of June 30, 2026, the Company had no outstanding borrowings under the Working Capital Loans.

Note 5 — Commitments & Contingencies

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In addition, the underwriter is entitled to deferred underwriting commissions of $ 0.30 per share, or $ 2,250,000 in the aggregate, which will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Business Combination Agreement

As described in Note 1, on July 26, 2026, the Company, OHBP and the OHBP Shareholders entered into the Business Combination Agreement, pursuant to which the Company will effect the OHBP Business Combination.

Subject to the terms and conditions of the Business Combination Agreement, at least one business day prior to the closing of the OHBP Business Combination (the “Closing”), the Company will de-register

from the Register of Companies in the Cayman Islands and transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation (the “Domestication”), to be renamed “Oak Hill Bio, Inc.” (“New OHB”).

Immediately prior to the Domestication, each issued and outstanding Class B ordinary share of the Company will be converted, on a one-for-one

basis, into Class A ordinary shares of the Company.

In connection with the Domestication, each issued and outstanding Class A ordinary share of the Company will convert automatically, on a one-for-one

basis, into one share of common stock, par value $ 0.0001 per share, of New OHB (the “New OHB Common Stock”).

In accordance with the Company’s governing documents and in connection with the OHBP Business Combination transactions, the Company will provide the holders of its Class A ordinary shares the right to have all or a portion of their Class A ordinary shares redeemed for cash, at a per-share

price equal to the pro rata portion of the funds then in the Company’s trust account (including interest earned on the funds held in the Trust Account, less taxes paid or payable).

Following the Domestication and concurrently with the Closing, each of the OHBP Shareholders will sell and transfer to Company 100% of the outstanding shares in the capital of OHBP (the “OHBP Shares”) in exchange for newly issued shares of New OHB Common Stock (the “Share Acquisition”).

The number of shares of New OHB Common Stock to be issued as consideration for the Share Acquisition (the “Closing Consideration”) is equal to (a) the Adjusted Equity Value (as defined in the Business Combination Agreement) divided by (b) $10.00.

Each OHBP Shareholder will receive a number of shares of New OHB Common Stock equal to the Exchange Ratio (as defined in the Business Combination Agreement) multiplied by the number of OHBP Shares held by such OHBP Shareholder.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, the Company, the Sponsor, each of the Company’s independent directors as holders of Class B shares of the Company (the “Other Class B Shareholders”) and OHBP entered into a sponsor letter agreement (the “Sponsor Letter Agreement”), pursuant to which the Sponsor and each Other Class B Shareholder s

agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the OHBP Business Combination, (ii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the Class B ordinary shares (whether resulting from the transactions contemplated by the Subscription Agreements (as defined below) or otherwise), (iii) be bound by certain other covenants and agreements related to the OHBP Business Combination, (iv) be bound by certain transfer restrictions with respect to its shares in the Company prior to the Closing, and (v) be subject to the restrictions contemplated by the Lock-Up

Agreements (as defined below) in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

Concurrently with the execution of the Business Combination Agreement, each of RA Capital Healthcare Fund, L.P.

and RA Capital Nexus Fund IV, L.P.

(the “SAFE Holders”) entered into a simple agreement for future equity (collectively, the “OHBP SAFEs”) with OHBP, pursuant to which the SAFE Holders have agreed to provide interim financing to OHBP in the aggregate principal amount of $ 45,000,000 , bearing interest at a rate of 8 % per annum.

The OHBP SAFEs will convert into ordinary shares of OHBP immediately prior to the Closing.

The sum of the principal amount of the OHBP SAFEs and all accrued and unpaid interest thereon as of the Closing Date is referred to as the “OHBP SAFE Amount.” The OHBP SAFE Amount is added to the Base Equity Value to determine the Adjusted Equity Value for purposes of calculating the Closing Consideration.

Backstop Agreement

Concurrently with the execution of the Business Combination Agreement, the Company and RA Capital Healthcare Fund, L.P.

(the “Backstop Purchaser”) entered into a backstop agreement (the “Backstop Agreement”), pursuant to which the Backstop Purchaser has committed to subscribe for up to 7,500,000 shares of New OHB Common Stock at a purchase price of $ 10.00 per share (the “Backstop Limit”), to the extent necessary to backstop RACC shareholder redemptions, on the terms and subject to the conditions set forth in the Backstop Agreement.

The Backstop Limit will be reduced by the number of public shares not subject to shareholder redemptions.

The aggregate amount the Backstop Purchaser will be required to fund pursuant to the Backstop Agreement shall not exceed $ 75,000,000 .

PIPE Financing (Private Placement)

Concurrently with the execution of the Business Combination Agreement, on July 26, 2026, the Company entered into subscription agreements (the “Subscription Agreements”) with certain qualified institutional buyers, institutional accredited investors, and other accredited investors (collectively, the “PIPE Investors”).

Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, on the date the Closing occurs (the “Closing Date”), (a) shares of New OHB Common Stock at $ 10.00 per share and/or (b) pre-funded

warrants to purchase shares of New OHB Common Stock (the “Pre-Funded

Warrants”), each to purchase one share of New OHB Common Stock, with a per share exercise price equal to $ 0.0001 , at a purchase price per Pre-Funded

Warrant equal to $ 10.00 less the exercise price (collectively, the “PIPE Financing”), for aggregate gross proceeds of $ 55,000,000 .

The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, (i) the New OHB Common Stock (including the New OHB Common Stock issuable to the PIPE Investors pursuant to the Subscription Agreements) having been approved for listing on Nasdaq;

(ii) satisfaction of all conditions precedent to the Closing (or otherwise waived in accordance with the terms thereto);

and (iii) the absence of specified adverse judgments, orders, laws, rules or regulations enjoining or otherwise prohibiting the consummation of the OHBP Business Combination.

The obligations of the Company to consummate the PIPE Financing are further subject to additional conditions, including, among other things:

(i) material truth and accuracy of the representations and warranties of the PIPE Investors, subject to customary bringdown standards;

and (ii) material compliance by the PIPE Investors with their covenants, agreements and conditions under the Subscription Agreements.

The obligations of the PIPE Investors to consummate the PIPE Financing are further subject to additional conditions, including, among other things:

(i) the Business Combination Agreement shall not have been amended, modified, or supplemented, and no condition waived thereunder, in a manner that would reasonably be expected to materially and adversely affect the economic benefits that a PIPE Investor (in its capacity as such) would reasonably expect to receive under the Subscription Agreements;

(ii) the material truth and accuracy of the representations and warranties of the Company in the Subscription Agreements, subject to customary bringdown standards;

(iii) no subscription agreement, or other agreements or understandings (including side letters) entered into in connection with the sale of New OHB Common Stock or Pre-Funded

Warrants under the Subscription Agreements, with any other PIPE Investors shall have been amended, modified, or waived in any manner that benefits such other PIPE Investor unless all PIPE Investors have been offered substantially the same benefits (other than terms particular to the legal or regulatory requirements of such other PIPE Investor or its affiliates or related persons);

(iv) all specified consents, waivers or other authorizations and notices, required to be made in connection with the issuance and sale of New OHB Common Stock under the Subscription Agreements shall have been obtained or made, except where failure to so obtain would not prevent the Company from consummating the transactions contemplated by the Subscription Agreements;

(v) material compliance by the Company with its covenants, agreements and conditions under the Subscription Agreements;

(vi) there has not occurred any Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Subscription Agreements that is continuing.

The Subscription Agreements provide that the Company will grant the PIPE Investors certain customary registration rights.

Investor Rights Agreement

In connection with the Closing, the Company, the Sponsor, RA Capital Healthcare Fund, L.P., RA Capital Nexus Fund IV, L.P., certain existing shareholders of the Company, and all former shareholders of OHBP will enter into an investor rights agreement (the “Investor Rights Agreement”).

Pursuant to the Investor Rights Agreement, among other things, Company will agree that, within 30 calendar days following the Closing Date, Company will file with the SEC a registration statement registering the resale of certain shares of New OHB Common Stock held by or issuable to the parties thereto (the “Resale Registration Statement”), and the Company will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof.

Such holders will be entitled to customary piggyback registration rights and demand registration rights, including underwritten demands.

The Investor Rights Agreement will amend and restate the Registration Rights Agreement.

At the Closing, the Sponsor, the Other Class B Shareholders, and certain existing shareholders of OHBP will each enter into a lock-up

agreement (the “Lock-Up

Agreement”) with the Company.

Pursuant to the Lock-Up

Agreement, the Sponsor, the Other Class B Shareholders, and certain existing shareholders of OHBP will agree not to transfer (except for certain permitted transfers) any shares of New OHB Common Stock held by such holder immediately after the Closing (excluding shares issued pursuant to the Subscription Agreements, and the Backstop Agreement) until six months after the Closing Date.

Risks and Uncertainties

Management continues to evaluate the impact of macroeconomic conditions, including the effects of geopolitical instability and volatility in global markets, on the Company’s industry and has concluded that while it is reasonably possible that such conditions could have a negative effect on the Company’s financial position, results of its operations, and/or its search for a target company for an initial Business Combination, the specific impact is not readily determinable as of the date of these financial statements.

Management continues to evaluate the impact of macroeconomic conditions, including the effects of geopolitical instability and volatility in global markets, on the Company’s industry and has concluded that while it is reasonably possible that such conditions could have a negative effect on the Company’s financial position, results of its operations, and/or its ability to complete the OHBP Business Combination, the specific impact is not readily determinable as of the date of these financial statements.

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

Note 6 — Shareholder’s Equity

Note 6 — Shareholders’ Deficit

Preference Shares — The Company is authorized to issue 1,000,000 preference shares at 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 March 31, 2026, there were no preference shares issued or outstanding.

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

Class A Ordinary Shares — The Company is authorized to issue 479,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

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

As of June 30, 2026, there were 7,775,000 Class A ordinary shares issued or outstanding.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

As of March 31, 2026, there were 1,323,529 Class B ordinary shares outstanding.

As of June 30, 2026, there were 1,323,529 Class B ordinary shares outstanding.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders.

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Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time.

Further, prior to the closing of the Business Combination, only holders of the Class B ordinary shares will be entitled to vote on transferring the Company by way of continuation in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the company, in each case, as a result of the company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands) and, as a result, the initial shareholders will be able to approve any such proposal without the vote of any other shareholder.

approve any such proposal without the vote of any other shareholder.

The provisions of the amended and restated memorandum and articles of association governing the appointment of directors prior to the Business Combination and the Company’s continuation in a jurisdiction outside the Cayman Islands prior to the initial Business Combination may only be amended by a special resolution passed by holders representing at least two-thirds

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basis or will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted

basis, 15% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares, but including any Class B ordinary shares

assuming they are converted into Class A ordinary shares) upon completion of the Initial Public Offering, plus (ii) the sum of the total number of 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 the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the Business Combination and any Private Placement Shares issued to the Sponsor, members of the management team or any of their affiliates upon conversion of working capital loans.

basis, 15% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares, but including any Class B ordinary shares assuming they are converted into Class A ordinary shares) upon completion of the Initial Public Offering, plus (ii) the sum of the total number of 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 the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the Business Combination and any Private Placement Shares issued to the Sponsor, members of the management team or any of their affiliates upon conversion of working capital loans.

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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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 (the “CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker has been identified as the Company’s executive officers, who review the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

The Company’s chief operating decision maker has been identified as the Company’s executive officers, who review 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 only has one reportable segment.

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

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

When evaluating the Company’s performance and making key decisions regarding resource allocation the

CODM reviews certain metrics, which include the following:

Three Months Ended

June 30, 2026

Period From February 19,

to March 31, 2026

2026 (Inception)

to June 30, 2026

General, formation and administrative expenses

Interest earned on marketable securities held in Trust Account

June 30, 2026

Marketable securities held in Trust Account

Formation, general and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the business combination period.

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

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

Formation, general and administrative expenses, as reported on the statement of operations, are the significant segment expenses provided to

the CODM on a regular basis.

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 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 and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

Maturity Date:

June 30, 2026

securities held in Trust Account-U.S.

Treasury Securities

November 19, 2026

Note 9 — Subsequent Events

The Company has evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements are issued.

Based upon this review, other than the events disclosed in Notes 1, 3 and 4, no other subsequent events occurred that would require recognition or disclosure in the financial statements.

Based upon this review, other than the Business Combination Agreement disclosed in Note 1 and Note 5, no other subsequent events occurred that would require recognition or disclosure in the financial statements.

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

What changed 10-Q

Item 1. Financial Statements