Renatus Tactical Acquisition Corp I 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current Chief Executive Officer and Chief Financial Officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2025, our disclosure controls and procedures were effective. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Annual Report on Internal Control over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None . Item 9C. Disclosures Regarding Foreign Jurisdiction that Prevent Inspections. None. 62 PART III Item 10. Directors, Executive Officers and Corporate Governance. Our directors and officers are as follows: Name Age Title Eric Swider 53 Chief Executive Officer and Director Ian Rhodes 54 Chief Financial Officer Alexander E. Cano 52 Chief Operating Officer Devin G. Nunes 52 Director and Chairman of the Board Jeffrey Smith 52 Director Matan Fattal 39 Director Randy Lambert 55 Director Eric Swider, Chief Executive Officer Eric S. Swider has served as our Chief Executive Officer, and as a member of our Board since July 2024. Mr. Swider previously served as Chief Executive Officer of Digital World Acquisition Corp. (“DWAC”) from July 2023 until March 2024. He previously served as DWAC’s Interim Chief Executive Officer from March 2023 until July 2023 and as a director since September 2021. Mr. Swider has been serving as the Chief Executive Officer of RUBIDEX since January 2020, a start-up company focusing on data security. Mr. Swider founded Renatus Advisors and has been serving as the Managing Partner of Renatus LLC since June 2016. Renatus Advisors works with private clients to resolve complex legal, strategic, and operational matters as well as public clients, providing services related to disaster and economic recovery. From February 2021 to October 2022, Mr. Swider served as a director of Benessere Capital Acquisition Corp., a special purpose acquisition company. From September 2016 to January 2018, Mr. Swider served as the Managing Director of Great Bay Global where he oversaw the launch of a new business division focused on investing in alternative strategies. From December 2014 to June 2016, Mr. Swider served as the Managing Director of OHorizons Global, where he oversaw expansion of a new investment team and was responsible for working on a global basis to expand its client base and investment portfolio. From February 2010 to December 2015, Mr. Swider served as the Managing Director of Oceano Beach Resorts, where he was responsible for growing its new property and resort management group. Mr. Swider received his education in Mechanics Engineering and Nuclear Science Studies at U.S. Naval Engineering and Nuclear A Schools, an intensive two-year program studying nuclear physics, heat transfer and fluid flow, advanced mathematical practices and engineering principles. We believe that Mr. Swider is well qualified to serve as a member of our board due to his extensive experience in investment and corporate management and his strong track record in the SPAC space. Ian Rhodes, Chief Financial Officer Ian Rhodes has served as our Chief Financial Officer since August 2024. Mr. Rhodes has served as the Chief Financial Officer of Apogee Acquisition Corp. since November 2025. Mr. Rhodes has been the Interim Chief Financial Officer of TNF Pharmaceuticals, Inc since February 1, 2021. Mr. Rhodes has been a Director of Brio Financial Group (“Brio”) since January 2021. From March 2020 to December 2020, Mr. Rhodes served as the Interim CFO of Roadway Moving and Storage. From November 2018 to July 2019, he served as Interim CFO of Greyston Bakery and Foundation. From December 2016 to September 2018, Mr. Rhodes served as President, CEO and Director of GlyEco, Inc., and served as CFO of GlyEco, Inc. from February 2016 to December 2016. From May 2014 to January 2016, he served as CFO of Calmare Therapeutics. Mr. Rhodes began his career at PricewaterhouseCoopers, where he worked for 15 years. Mr. Rhodes received a Bachelor of Science degree in Business Administration with a concentration in Accounting from Seton Hall University and is a licensed CPA in New York. 63 Alexander E. Cano, Chief Operating Officer Alexander E. Cano has served as our Chief Operating Officer since July 2024. Mr. Cano previously served as President and Secretary of DWAC from April 2023 to March 2024. He served as the Chief Operating Officer for Benessere Investment Group, an investment company, from June 2021 to March 2023 and was responsible for the daily operations of the firm and contributed to the development of the firm’s corporate strategy, as well as services to multiple special purpose acquisition companies. Prior to that, Mr. Cano held the position of Vice President, Business Development & Sales Strategy for Global Media Fusion, a global media agency, from October 2020 to June 2021, where he was responsible for driving revenue by connecting major consumer brands with globally syndicated television sponsorships. From October 2018 through December 2019, Mr. Cano served as the General Manager for the Home Equity division of Bankrate, a consumer financial services company. Prior to Bankrate, Mr. Cano was a negotiation consultant with The Gap Partnership, from October 2016 to October 2018. Mr. Cano spent the first half of his career in media companies, such as Sony Pictures Television International from 2003 to 2005, HBO from 2005 to 2008, TiVo from 2008 to 2010 and DIRECTV from 2010 to 2014. Mr. Cano received his B.S.B.A. in Finance from American University in Washington D.C. Devin G. Nunes, Director Devin G. Nunes serves on our board of directors and acts as Chairman of the board of directors. Devin G. Nunes, has been TMTG’s Chief Executive Officer and a Director since 2022, previously served in the U.S. House of Representatives from 2003 to 2022. He was the Republican leader and former Chairman of the HPSCI, a senior Republican on the Ways and Means Committee, and the Republican leader of the Ways and Means Health Subcommittee. Mr. Nunes was a vital contributor to the 2017 tax system overhaul, authoring a key provision to allow same-year expensing of all business investments for entrepreneurs and businesses. He also championed telemedicine to improve healthcare in underserved, rural areas. In his role on HPSCI, Mr. Nunes spent extensive time overseas working with U.S. military personnel, Central Intelligence Agency officials, and world leaders while promoting freedom and democratic values around the globe. During his time in Congress, many regarded Mr. Nunes as the House of Representatives’ preeminent investigator of government malfeasance and corruption; he was awarded the Presidential Medal of Freedom, America’s highest civilian honor, in 2021. Mr. Nunes graduated from Cal Poly San Luis Obispo, where he received a bachelor’s degree in agricultural business and a master’s degree in agriculture. He is the author of “Restoring the Republic” and “Countdown to Socialism,” and was an early and prominent critic of big tech censorship. Jeffrey Smith, Director Jeffrey Smith serves on our board of directors and is the chair of our audit committee. Mr. Smith has been the founder and Managing Attorney for LawVisory, a law firm serving registered investment advisers, financial institutions, family offices, issuers, investment funds and businesses with their securities, regulatory, compliance, corporate, tax, litigation, arbitration, contracts, digital assets, and merger and acquisition legal needs, since January 2019. Since December 2025, Mr. Smith has been the managing member of Apogee Venture Fund LLC, Apogee Strategic Ventures LLC, and Apogee Capital Partners LLC. Since November 2025, Mr. Smith has been a managing member of Vanward Global LLC. Mr. Smith has been an independent director and the nominee chairperson of the audit committee for Globa Terra Acquisition Corporation since July 8, 2025. From March 2023 to March 2024, Mr. Smith served as an independent director of Digital World Acquisition Corp., which was renamed Trump Media & Technology Group Corp. upon the consummation of its initial business combination. Mr. Smith has also been since April 2022 the co-founder and Chief Executive Officer of Liquid Rarity Exchange LLC, which owns patents and is an emerging platform, for the fractionalization of real world assets in the form of rarities. Mr. Smith had been the Chief Compliance Officer and Chief Legal Officer of North Rock Partners, LLC, a wealth advisory firm, from January 2021 to April 2022; Virtue Capital Management LLC, an investment advisory firm, from January 2019 to January 2021; and Chief Compliance Officer of Griffin Capital Company LLC, an investment and asset management company, from February 2017 to May 2018. Prior to that, he was with Research Affiliates LLC, an investment advisory firm, where he served as Chief Compliance Officer and Assistant General Counsel from August 2013 to February 2017; Director of Compliance of Athene Asset Management LLC, an asset management firm, from July 2012 to August 2013; and Senior Counsel of Legal and Compliance at The Rock Creek Group, an investment fund manager, from July 2010 to July 2012. Additionally, Mr. Smith served as Investigative Counsel for the Financial Crisis Inquiry Commission from January 2010 to July 2010. Prior to that, Mr. Smith was a tax attorney for Deloitte from July 1999 to July 2000 and Crowe Horwath from July 2000 to July 2002. Mr. Smith graduated cum laude with a B.S. in Accounting from the University of Kentucky, where he also earned his J.D. He received his L.L.M., with highest honors, in Securities & Financial Regulation from Georgetown Law in Washington, D.C. and holds the following certifications: Certified Regulatory and Compliance Professional (FINRA Institute at Wharton); Investment Adviser Certified Compliance Professional (NRS Education); and Certified in Risk Management (International Institute of Professional Education and Research). 64 Matan Fattal, Director Matan Fattal serves on our board of directors. Mr. Fattal has served as the Co-Founder and Chief Executive Officer of IVIX since February 2020. He has also served as an Insider at YL Ventures since January 2021. From May 2015 to February 2020, Mr. Fattal was Co-Founder of Silverfort, where he served as Chief Executive Officer until May 2017 and subsequently as President until his departure. From 2012 to 2015, Mr. Fattal was an Algorithmic Researcher at Intucell. From December 2009 to December 2010, he was a Software Engineer at Intel Corporation. Mr. Fattal began his career in the Israel Defense Forces, where he served as an Algorithmic Researcher from December 2006 to December 2009. Randy Lambert, Director Randy Lambert serves on our board of directors. Since August 2024, Mr. Lambert has served as Executive Vice President and Head of Registered Investment Advisor Solutions at Intention.ly, a consulting and marketing agency operating in the financial services sector. Mr. Lambert was the Chief Operations Officer of Orion Advisor Solutions from September 2019 until December 2021 and subsequently served as the Executive Vice President of Tech Operations from December 2021 until July 2024. During this period, Mr. Lambert participated in Orion Advisor Solutions' acquisitions of TownSquare Capital, LLC in July 2022, Redtail Technology, Inc. in June 2022, and BasisCode Compliance, LLC in October 2021. From August 1993 to January 2001, Mr. Lambert worked in Operations for Orion Advisor Tech, then as Chief Operating Officer from January 2001 to October 2015, and finally as President from October 2015 to September 2019. Mr. Lambert holds a B.S.B.A in finance from Creighton University and an M.B.A. from Regis University. Prior Blank Check Experience Our management team’s previous SPAC experience includes the founding of DWAC, which raised $287.5 million in September 2021 and subsequently completed its initial business combination with TMTG (Nasdaq: DJT) in March 2024. In connection with that business combination, there was $310.6 million in trust non-redemptions, $50 million in convertible debt financing, and $11.3 million (excluding the $287.5 million mentioned above) in equity was raised. Our Chief Executive Officer, Eric Swider, also served as a member of the board of directors of Benessere Capital Acquisition Corp. (“BCAC”), a SPAC which previously sought a business combination opportunity in the technology-focused middle market and emerging growth companies sector, with a geographical focus in North, Central and South America. In October 2022, BCAC announced the redemption of all of its outstanding common stock held by its public shareholders, and subsequently redeemed the full amount that was deposited in the trust account and liquidated and dissolved the Company. Our Chief Operating Officer, Alex Cano, also served as the Chief Operating Officer for Benessere Investment Group. As Chief Operating Officer of Benessere Investment Group, Mr. Cano provided operational support to certain SPACs affiliated with Benessere Investment Group, including DWAC, BCAC, Nubia Brand International Corp. (“Nubia”) and BurTech Acquisition Corp. (“BTAC”), prior to each SPACs respective business combination. Nubia consummated a business combination with Honeycomb Battery Company in February 2024 and BTAC consummated a business combination with Blaize, Inc. in January 2025. In addition, Devin Nunes, who serves as a director on our board of directors and as Chairman of our board of directors, serves as a director of Yorkville Acquisition Corp., a blank check company formed for the purpose of effecting a business combination that completed its initial public offering in June 2025. Similarly, Jeffrey Smith, who serves as a director on our board of directors, serves as a director of Globa Terra Acquisition Corporation, a blank check company formed for the purpose of effecting a business combination that completed its initial public offering in July 2025. The past performance of our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical record of our management’s performance as indicative of our future performance. 65 Number, Terms of Office and Appointment of Directors and Officers Our board of directors consists of 5 members. Prior to our initial business combination, holders of our founder shares have the right to appoint all of our directors and remove members of the board of directors for any reason, and holders of our public shares do not have the right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares attending and voting in a general meeting. Each of our directors holds office for a three-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors are filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares (or, prior to our initial business combination, holders of our founder shares). Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairperson or Co-Chairperson, a Vice-Chairperson, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We have three “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Jeffrey Smith, Matan Fattal and Randy Lambert are independent directors under applicable SEC rules and the Nasdaq listing standards. Our independent directors have regularly scheduled meetings at which only independent directors are present. Committees of the Board of Directors Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee operates under a charter approved by our board of directors and has the composition and responsibilities described below. The charters of each committee are available on our website. Audit Committee We have established an audit committee of the board of directors. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. The members of our audit committee are Jeffrey Smith, Matan Fattal and Randy Lambert, and Jeffrey Smith serves as chair of the audit committee . Each member of the audit committee is financially literate and our board of directors has determined that Jeffrey Smith qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. 66 We adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm ; ● the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other registered public accounting firm engaged by us ; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures ; ● reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm has with us in order to evaluate their continued independence ; ● setting clear hiring policies for employees or former employees of the independent registered public accounting firm ; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations ; ● obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues ; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm; ● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction ; and ● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities . Compensation Committee We have established a compensation committee of the board of directors. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. The members of our compensation committee are Jeffrey Smith, Matan Fattal and Randy Lambert , and Randy Lambert chairs the compensation committee. Jeffrey Smith, Matan Fattal and Randy Lambert are each independent. We have adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation ; 67 ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers ; ● reviewing our executive compensation policies and plans ; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements ; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees ; ● producing a report on executive compensation to be included in our annual proxy statement ; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors . Notwithstanding the foregoing, as indicated above, other than the payment to Sponsor or an affiliate thereof of up to $25,000 per month, for up to 24 months (or up to 30 months from the closing of the initial public offering if we extend the period of time to consummate a business combination by the full amount of time, as described in more detail in this prospectus) or during any Extension Period, for office space, utilities, secretarial and administrative support, other expenses and obligations of Sponsor, and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, is paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, prior to the consummation of an initial business combination, the compensation committee is primarily responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Nominating and Corporate Governance Committee We have established a nominating and corporate governance committee of the board of directors. Jeffrey Smith, Matan Fattal and Randy Lambert serve as members of our nominating and corporate governance committee. Under Nasdaq listing standards, all members of the nominating and corporate governance committee must be independent. Matan Fattal chairs the nominating and corporate governance committee. We have adopted a nominating and corporate governance committee charter, which details the principal functions of the nominating and corporate governance committee, including: ● identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of directors, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors; ● developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; ● coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company ; and ● reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary . The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and is directly responsible for approving the search firm’s fees and other retention terms. 68 Director Nominations Our nominating and corporate governance committee recommends to the board of directors candidates for nomination for appointment at the annual general meeting. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares do not have the right to recommend director candidates for nomination to our board of directors . Code of Ethics We adopted a code of ethics and business conduct (our “Code of Ethics”) applicable to our directors, officers and employees. You may review this document by accessing our public filings at the SEC’s website at www.sec.gov . In addition, a copy of our Code of Ethics will be provided without charge upon request from us. We will disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Annual Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. Insider Trading Policy The Company adopted an insider trading policy which governs transactions in our securities by the Company and its directors, officers, employees, consultants, and contractors and promotes compliance with insider trading laws, rules and regulations applicable to the Company. A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: ● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ● directors should not improperly fetter the exercise of future discretion; ● duty to exercise powers fairly as between different sections of shareholders; ● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ● duty to exercise independent judgment. In addition to the above, directors also owe a duty of care, which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director. 69 As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders; provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. In addition, members of our management team and our board of directors indirectly own founder shares and, due to their personal and financial interests in the founder shares, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest. We issued Sponsor a Working Capital Convertible Note in the principal amount of up to $639,375, which we may draw down in our sole discretion, from time to time in order to pay for working capital expenses or finance transaction costs in connection with an intended initial business combination. Any principal amounts outstanding under the Working Capital Convertible Note may be converted into Class A ordinary shares, at a conversion price per share equal to the lower of (i) $8.00 per share and (ii) the Note Conversion VWAP, at the option of Sponsor. The conversion price of the Working Capital Convertible Note may be significantly less than the market price of our shares at the time such loan is converted. Any amount that are not converted into Class A ordinary shares will be repaid in cash on the maturity date. The maturity date of the Working Capital Convertible Note will be the earlier of (i) Lock-up Expiration Date and (ii) the date that our winding up becomes effective. Certain members of our management team and our board will directly or indirectly own interest in Sponsor, and due to their financial interests in Sponsor, they may have a conflict of interest in determining whether the Working Capital Convertible Note should be drawn down as well as the timing and manner of conversion or repayment (as applicable) of any outstanding principal balances under the Working Capital Convertible Note. We pay Sponsor or an affiliate thereof a total of $25,000 per month for office space, utilities, secretarial and administrative support services. Additionally, Sponsor, Sponsor Investors, any of their respective affiliates or certain of our directors and officers may make working capital loans, up to $1,500,000 of which may be converted into Class A ordinary shares, at the price per share equal to the lower of (i) $8.00 per share or (ii) the Note Conversion VWAP, at the option of the lender (as further described in the IPO Prospectus), in order to finance transaction costs in connection with an intended initial business combination. Any fees we may pay Sponsor or an affiliate thereof for services rendered to us after the initial public offering or any repayment of the working capital loans made to us by Sponsor, Sponsor Investors, any of their respective affiliates or certain of our directors and officers, may be contingent on the completion of a business combination. As a result, Sponsor, Sponsor Investors, any of their respective affiliates or certain of our directors and officers may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination due to their personal and financial interests. Our management team, in their capacities as directors, officers or employees of Sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by either of Sponsor, Sponsor Investors, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, including, for example, TMTG. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, or in the case of a non-compete restriction, may not present such opportunity to us at all, subject to his or her fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. 70 Potential investors should also be aware of the following other potential conflicts of interest: ● None of our directors or officers are required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities . ● In the course of their other business activities, our directors and officers may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. ● Sponsor, our officers and directors and the non-Sponsor investors agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the consummation of our initial business combination; provided that, pursuant to the Non-Sponsor Investor Letter Agreement, such waiver of redemption rights shall only be applicable to the founder shares held by the non-Sponsor investors, and not applicable to any public shares held by them. Additionally, Sponsor, our officers and directors and the non-Sponsor investors agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination within 24 months from the closing of the initial public offering (or up to 30 months from the closing of the initial public offering if we extend the period of time to consummate a business combination by the full amount of time) or during any Extension Period. However, if Sponsor, our officers and directors and the non-Sponsor investors (or any of our directors, officers or affiliates) acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within the prescribed time frame. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the 90% of the founder shares will not be transferable, assignable or salable by our initial shareholders until the earlier of (x) six months after the date of the consummation of our initial business combination or (y) subsequent to our initial business combination (A) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period, commencing at least 150 days after our initial business combination or (B) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. For the avoidance of doubt, 10% of the founder shares held by our Sponsor, our officers and directors and the non-Sponsor investors shall not be subject to such transfer restrictions (such date on which the founder shares are no longer subject to restriction, the “Lock-up Expiration Date”). With certain limited exceptions, the private placement warrants and the Class A ordinary shares underlying such warrants, are not transferable, assignable or salable by Sponsor until 30 days after the completion of our initial business combination. Since Sponsor, Sponsor Investors and our directors and officers may directly or indirectly own ordinary shares and warrants and will directly or indirectly own founder shares following the initial public offering, our directors and officers may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination . ● Our directors and officers may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination . 71 ● Our directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination . ● Our sponsor and members of our management team will directly or indirectly own our securities following the initial public offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Upon the closing of the initial public offering, Sponsor will have invested in us an aggregate of $3,846,591, comprised of the $25,000 purchase price for the founder shares (or approximately $0.003 per share) and the $3,821,591 purchase price for the private placement warrants (or $1.00 per warrant), which may be exercised on a cashless basis. Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares and if our sponsor were required to pay cash to exercise the private placement warrants. The conflicts described above may not be resolved in our favor. Accordingly, as a result of multiple business affiliations, our directors and officers have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Below is a table summarizing the entities to which our directors and officers and certain of our affiliates currently have fiduciary duties or contractual obligations that may present a conflict of interest: Individual   Entity   Entity’s Business Affiliation Eric Swider   Trump Media & Technology Group Corp.   Media and Technology Director   Rubidex, LLC   Data Security Chief Executive Officer Ian Rhodes   TNF Pharmaceuticals, Inc   Biotechnology Interim Chief Financial Officer   Brio Financial Group   Financial Services Director Apogee Acquisition Corp. Special Purpose Acquisition Company Chief Financial Officer Devin G. Nunes   Trump Media & Technology Group Corp.   Media and Technology Chief Executive Officer, President and Chairman   Yorkville Acquisition Corp.   Investment and Financial Services Director Jeffrey Smith   LawVisory   Legal Services Founder and Managing Attorney   Globa Terra Acquisition Corporation   Investment and Financial Services Director Matan Fattal   IVIX   Finance and Technology Co-Founder and Chief Executive Officer Randy Lambert   YL Ventures   Financial Services Insider   Intention.ly   Financial Services Executive Vice President We are not prohibited from pursuing an initial business combination with a company that is affiliated with Sponsor, Sponsor Investors, our directors or officers or the non-Sponsor investors, or making the acquisition through a joint venture or other form of shared ownership with either of Sponsor, Sponsor Investors, our directors or officers, or the non-Sponsor investors. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or from a valuation or appraisal firm that such an initial business combination is fair to our shareholders from a financial point of view. Furthermore, in no event will Sponsor, Sponsor Investors or any of our directors or existing officers, or any of their respective affiliates, be paid by the company any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination. In addition, pursuant to Nasdaq listing rules, our initial business combination must be approved by a majority of our independent directors. Further, commencing on the date our securities were first listed on Nasdaq, we began to pay Sponsor or an affiliate thereof a total of $25,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team and other expenses and obligations of Sponsor. 72 In addition, Sponsor, Sponsor Investors or any of their respective affiliates may make additional investments in the company in connection with the initial business combination, although Sponsor, Sponsor Investors and their affiliates have no obligation or current intention to do so. If Sponsor, Sponsor Investors or any of their respective affiliates elects to make additional investments, such proposed investments could influence Sponsor and Sponsor Investor’s motivation to complete an initial business combination. In the event that we submit our initial business combination to our public shareholders for a vote, our Sponsor, our officers and directors and the non-Sponsor investors have agreed, pursuant to the terms of an Insider Letter Agreement and Non-Sponsor Investor Letter Agreement entered into with us, as applicable, to vote any founder shares and public shares held by them in favor of our initial business combination. Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our directors and officers to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. We entered into indemnity agreements with them. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Clawback Policy The SEC adopted final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Act, and Nasdaq has adopted listing standards consistent with the SEC rules. In compliance with those standards, we adopted an incentive compensation recoupment policy, or “clawback” policy, which applies to our executive officers, within the meaning of Section 10D of the Exchange Act and Rule 10D-1 promulgated thereunder, who were employed by the Company or a subsidiary of the Company during the applicable recovery period. 73 Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant equity awards to our executive officers or other employees of the Company and therefore do not have a policy regarding the timing of grants of option awards in relation to the disclosure of material non-public information by the Company. Item 11. Executive Compensation. Sponsor transferred an aggregate of 500,000 founder shares to our independent directors and officers prior to the completion of the initial public offering and an aggregate of 200,000 founder shares to certain of our advisors following the completion of the initial public offering, for their services. Except for such founder shares that our independent directors received from Sponsor, none of our directors or officers has received any cash compensation for services rendered to us. Commencing on the date that our securities were first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we pay our sponsor or an affiliate thereof a total of $25,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team and other expenses and obligations of Sponsor. Sponsor, Sponsor Investors, our directors and officers, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that are made by us to Sponsor, Sponsor Investors, or to our directors, officers or our or any of their respective affiliates. Any such payments prior to an initial business combination are made from funds held outside the trust account (other than any Permitted Withdrawals). Other than quarterly audit committee review of such reimbursements, we do not have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, is paid by the Company to Sponsor, Sponsor Investors, our directors and officers, or our or any of their respective affiliates, prior to completion of our initial business combination. On July 26, 2024, we entered into an agreement (the “Brio Agreement”) with Brio Financial Group (“Brio Financial”), pursuant to which Brio Financial provides certain financial and accounting services to us, including, but not limited to, assisting us with developing and documenting a monthly and quarterly accounting closing process, preparing financial statements, maintaining our accounting system and our internal debt and equity ledgers, preparing the Management Discussion and Analysis of Financial Condition and Results portion of quarterly and annual reports, and assisting us in connection with the initial public offering. Under the Brio Agreement, we agreed to pay Brio Financial a fixed price of $16,500 for initial services and a fixed monthly rate of $2,000 for recurring services, which commenced in September 2024. Additionally, we agreed to pay a fixed monthly rate of $6,000 for Chief Financial Officer services provided by Ian Rhodes. Pursuant to the terms of the Brio Agreement, Brio Financial is compensated for travel and other out-of-pocket costs and is entitled to indemnification and director and officer insurance. Either we or Brio Financial may terminate the Brio Agreement at any time, for any reason, within 10 days of written notice to the other party. Ian Rhodes, our Chief Financial Officer, is a Director at Brio Financial. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the initial proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our directors and officers may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination. 74 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. We have no compensation plans under which equity securities are authorized for issuance. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this annual report, by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our executive officers and directors; and ● all our executive officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of warrants as they are not exercisable within 60 days of the date of this annual report. The beneficial ownership of our ordinary shares is based on 24,150,000 shares of Class A ordinary shares and 7,011,288 shares of Class B ordinary shares issued and outstanding as of December 31, 2025. offering. Name and Address of Beneficial Owner (1) Number of Class A Shares Beneficially Owned (2)(6) Approximate Percentage of Outstanding Class A Shares Number of Class B Shares Beneficially Owned (2)(4) Approximate Percentage of Outstanding Class B Shares Eric Swider (3) — — — — Ian Rhodes — — — — Alexander Cano — — 350,000 1.6 % Devin G. Nunes (3) — — — — Jeffrey Smith (5) — — 200,000 * Matan Fattal (6) — — 125,000 * Randy Lambert — — 50,000 * All directors and officers as a group (seven individuals) Holders of more than 5% of RTAC 1 any class of outstanding ordinary shares — — 700,000 3.1 % International SPAC Management Group I LLC (3)(4) — — 3,144,273 61.89 % * Less than one percent. (1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Renatus Tactical Acquisition Corp I, 1825 Ponce de Leon Blvd, Suite 260, Coral Gables, Florida 33134. (2) Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment, as described in the IPO Prospectus. (3) International SPAC Management Group I LLC (the “Sponsor”) is the record holder of 7,011,288 founder shares. Global Client Advisory Group (“GCAG”) is the managing member of the Sponsor. Eric Swider is the managing member of GCAG. Devin Nunes indirectly owns a 50% economic interest in the founder shares held by the Sponsor through Sarasota Global, an entity which he controls. Mr. Swider makes all investment and voting decisions with respect to the securities held by the Sponsor, and may be deemed to beneficially own the founder shares held by the Sponsor. Includes 200,000 shares which may be transferred to certain of our advisors for services to us after the completion of the initial public offering and prior to the closing of our initial business combination. (4) Does not include any Class A ordinary shares which may be issued upon conversion of the Working Capital Convertible Note or Additional Working Capital Loans. (5) Includes 150,000 shares which Jeffrey Smith purchased from the Sponsor for an aggregate purchase price of $300,000. (6) Includes 75,000 shares which Matan Fattal purchased from the Sponsor for an aggregate purchase price of $100,000. 75 Item 13. Certain Relationships and Related Transactions, and Director Independence. Founder Shares On July 30, 2024, the Sponsor received 9,583,333 of the Company’s Class B ordinary shares (the “founder shares”) in exchange for a payment of $25,000 to a vendor. On March 13, 2025, the Sponsor returned to the Company, at no cost, an aggregate of 3,740,591 Founder shares, which the Company cancelled. Shares and associated accounts have been retroactively restated to reflect the surrender of 3,740,591 Class B ordinary shares to the Company for no consideration on March 13, 2025. On May 14, 2025 the Company issued an additional 1,168,548 Class B ordinary shares to the Sponsor for no consideration, resulting in the Sponsor owning 7,011,288 Class B ordinary shares as of May 14, 2025. Shares and associated accounts have been retroactively restated to reflect the issuance of the additional 1,168,548 Class B ordinary shares to the Company on May 14, 2025. Institutional investors (none of which are affiliated with any member of management, the Sponsor or any other investor) (the “non-Sponsor investors”), accredited investors, and certain directors of the Company purchased 1,545,376 Founder shares from the Sponsor for an aggregate purchase price of $3,800,032. The Sponsor purchased 3,821,591 private placement warrants at a price of $1.00 per warrant ($3,821,591 in the aggregate) in private placement that closed simultaneously with the closing of the initial public offering. As additional consideration to induce certain of the Company’s directors and the non-Sponsor investors to purchase Founder shares from the Sponsor, the Company issued an aggregate of 772,688 of the 3,821,591 private placement warrants to such non-Sponsor investors upon the consummation of the Private Placement, at no additional cost to such non-Sponsor investors. The Sponsor transferred an aggregate of 500,000 Founder shares to the Company’s independent directors and officers prior to the completion of Initial Public Offering. The Company has estimated the fair value of the 500,000 Founder shares as $850,000 on the date of transfer. The transferred shares are subject to the lock up provisions described below. As such, the Company will not recognize any expense until the initial business combination is probable. The Sponsor may transfer up to an additional 200,000 Founder shares to certain advisors after the completion of the initial public offering and prior to the closing of the Company’s initial business combination. Up to 914,514 Founder shares held by the Sponsor were subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder shares would collectively represent 22.5% of the Company’s issued and outstanding shares upon the completion of the initial public offering. No Founder shares were forfeited as the underwriters fully exercised the over-allotment option. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell 90% of the Founder shares until the earlier to occur of: (A) six months after the completion of an initial business combination and (B) subsequent to an initial business combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $11.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property; provided that, for the avoidance of doubt, 10% of the Founder shares shall not be subject to such restrictions (such date on which the founder shares are no longer subject to restriction, the “Lock-up Expiration Date”). General and Administrative Services The Company entered into an agreement, commencing on the effective date of the initial public offering through the earlier of the Company’s consummation of an initial business combination and its liquidation, to pay the Sponsor or an affiliate thereof a monthly fee of $25,000 for office space, utilities and secretarial and administrative support. For the year ended December 31, 2025, the Company incurred general and administrative services expenses of $188,970, which are included in formation and operating expenses on the statements of operations. As of December 31, 2025 the Company owed the Sponsor $8,000 under the agreement, which is included in accrued expenses on the balance sheet. 76 Financial and Accounting Services On July 26, 2024, the Company entered into an agreement (the “Brio Agreement”) with Brio Financial Group (“Brio Financial”), pursuant to which Brio Financial will provide certain financial and accounting services to the Company, including, but not limited to, assisting the Company with developing and documenting a monthly and quarterly accounting closing process, preparing financial statements, maintaining the Company’s accounting system and its internal debt and equity ledgers, preparing the Management Discussion and Analysis of Financial Condition and Results portion of quarterly and annual reports, and assisting the Company in connection with the Initial Public Offering. Under the Brio Agreement, the Company agreed to pay Brio Financial a fixed price of $16,500 for initial services and a fixed monthly rate of $2,000 for recurring services, which commenced in September 2024. Additionally, the Company agreed to pay a fixed monthly rate of $6,000 for Chief Financial Officer services provided by Ian Rhodes. Pursuant to the terms of the Brio Agreement, Mr. Rhodes will be compensated for travel and other out-of-pocket costs and will be entitled to indemnification and director and officer insurance. Either the Company or Brio Financial may terminate the Brio Agreement at any time, for any reason, within 10 days of written notice to the other party. Mr. Rhodes is a Director at Brio Financial but otherwise does not hold any ownership interest in Brio Financial. For the year ended December 31, 2024, the Company incurred $36,000 of costs, which were capitalized as deferred offering costs as of December 31, 2024. As of December 31, 2024 the Company owed Brio Financial $16,500 under the Brio Agreement, which is included in accrued expenses on the balance sheet. For the year ended December 31, 2025, the Company incurred $26,500 of costs, which were accounted for offering costs. In addition, the Company incurred expenses under the Brio Agreement of $67,667, which are included in formation and operating expenses on the statements of operations. As of December 31, 2025 the Company owed Brio Financial $16,000 under the Brio Agreement, which is included in accrued expenses on the balance sheet. Due from Sponsor The Company made certain payments on behalf of the Sponsor. As of December 31, 2025 and December 31, 2024, the Sponsor owes the Company $4,540 and $0, respectively. Unsecured Promissory Note On March 10, 2025, the Sponsor entered into an agreement with the Company to loan the Company up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of the initial public offering. The loan was non-interest bearing, unsecured and became due at the closing of the initial public offering. The Company did not borrow any monies under this loan agreement. Convertible Promissory Note Upon the completion of the initial public offering, the Company issued the Sponsor a convertible promissory note (the “Working Capital Convertible Note”) in the principal amount of up to $639,375 which the Company may draw down in its sole discretion, from time to time in order to pay for working capital expenses or finance transaction costs in connection with an intended initial business combination. Any principal amounts outstanding under the Working Capital Convertible Note may be converted into Class A ordinary shares, at a conversion price per share equal to the lower of (i) $8.00 per share and (ii) the volume weighted average price of the Class A ordinary shares for the 20 trading days ending on the trading day prior to the date on which the loans are converted (“Note Conversion VWAP”), at the option of the Sponsor. Any amount that is not converted into Class A ordinary shares will be repaid in cash on the maturity date. The maturity date of the Working Capital Convertible Note will be the earlier of (i) the Lock-up Expiration Date and (ii) the date that the Company’s winding up becomes effective. The Company did not borrow any monies under this loan agreement. 77 Working Capital Loans In order to finance transaction costs in connection with an initial 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”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of an initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of an initial business combination into Class A ordinary shares, at a conversion price per share equal to the lower of $8.00 and the Note Conversion VWAP, at the option of the lender. The shares issuable upon conversion of such loans would be identical to the Class A ordinary shares that are sold as a part of the Public Units in the initial public offering. In the event that an initial business combination is not consummated, 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. The Company did not borrow any monies under this loan agreement. Related Party Transactions Policy In connection with the closing of our initial public offering, we adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy. Prior to the closing of our initial public offering, we adopted a Code of Ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board of directors) or as disclosed in our public filings with the SEC. Under our Code of Ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. In addition, our audit committee, pursuant to a written charter adopted prior to the consummation of the initial public offering, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present is required in order to approve a related party transaction. A majority of the members of the entire audit committee constitutes a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee is required to approve a related party transaction. Our audit committee reviews on a quarterly basis all payments that were made to Sponsor, Sponsor Investors, or to our directors or officers, or our or any of their respective affiliates. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we agreed not to consummate an initial business combination with an entity that is affiliated with any of Sponsor, Sponsor Investors, or our directors or officers unless we, or a committee of independent and disinterested directors, obtain an opinion from an independent investment banking firm which is a member of FINRA or from a valuation or appraisal firm that our initial business combination is fair to our shareholders from a financial point of view. In addition, pursuant to Nasdaq listing rules, our initial business combination must be approved by a majority of our independent directors. 78 Furthermore, there will be no finder’s fees, reimbursements or cash payments made by us to Sponsor, Sponsor Investors, or to our directors or officers, or our or any of their respective affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, which if made prior to our initial business combination, will be made from funds held outside the trust account or, if made after the completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith: ● repayment of payments to vendors by Sponsor to cover offering-related and organizational expenses; ● repayment of the Working Capital Convertible Note made by Sponsor to finance transaction costs in connection with an intended initial business combination, in the principal amount of up to $639,375, which we may draw down in our sole discretion, from time to time. Any principal amounts outstanding under the Working Capital Convertible Note may be convertible into Class A ordinary shares of the post-business combination entity, at a conversion price per share equal to the lower of (i) $8.00 and (ii) the Note Conversion VWAP, at the option of Sponsor. The shares issuable upon conversion of the Working Capital Convertible Note would be identical to the Class A ordinary shares that are sold as a part of the units of the initial public offering; ● payment to our sponsor or an affiliate thereof of a total of $25,000 per month for office space, utilities, secretarial and administrative support services; ● aggregate payment of up to approximately $6,000 per month in salary paid to Ian Rhodes for performing services in his capacity as Chief Financial Officer prior to the consummation of our initial business combination; ● payment of customary fees for financial advisory services; ● reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and ● repayment of loans which may be made by Sponsor, Sponsor Investors, any of their respective affiliates or certain of our directors and officers to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into Class A ordinary shares of the post-business combination entity, at a conversion price per share equal to the lower of (i) $8.00 and (ii) the Note Conversion VWAP, at the option of the lender. The shares issuable upon conversion of such loans would be identical to the Class A ordinary shares that are sold as a part of the units of the initial public offering. The above payments may be funded using the net proceeds of the initial public offering and the sale of the private placement warrants not held in the trust account (other than any Permitted Withdrawals) or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We have three “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our audit committee is entirely composed of independent directors meeting Nasdaq’s additional requirements applicable to members of the audit committee. Our independent directors have regularly scheduled meetings at which only independent directors are present. Item 14. Principal Accounting Fees and Services. The firm of Adeptus Partners, LLC, or Adeptus, acts as our independent registered public accounting firm. The Company incurred audit fees with Adeptus of $70,000 and $20,000, for the year ended December 31, 2025 and for the period July 2, 2024 (inception) through December 31, 2024. The Company did not incur any audit related fees, tax fees, or other fees. Pre-Approval Policy Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 79 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: Report of Independent Registered Public Accounting Firm F-2 Balance Sheets as of December 31, 2025 and 2024 F-3 Statement of Operations for the year ended December 31, 2025 and for the period from July 2, 2024 (inception) through December 31, 2024 F-4 Statement of Changes in Shareholders’ (Deficit) Equity for the year ended December 31, 2025 and for the period from July 2, 2024 (inception) through December 31, 2024 F-5 Statement of Cash Flows for the year ended December 31, 2025 and for the period from July 2, 2024 (inception) through December 31, 2024 F-6 Notes to financial statements F-7 (2) Financial Statement Schedules: None. (3) Exhibits. We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov. 80 Exhibit Number Description 3.1 Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 19, 2025) 4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed on May 13, 2025) 4.2 Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 filed on May 13, 2025) 4.3 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 filed on May 13, 2025) 4.4 Warrant Agreement, dated as of May 14, 2025, by and between the Company and Odyssey Transfer and Trust Company (Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 19, 2025, incorporated by reference herein) 10.1 Private Placement Warrants Purchase Agreement, dated as of May 14, 2025, between the Company and the Sponsor (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 19, 2025, incorporated by reference herein) 10.2 Investment Management Trust Agreement, dated as of May 14, 2025, by and between the Company and Odyssey Transfer and Trust Company (Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 19, 2025, incorporated by reference herein) 10.3 Registration Rights Agreement, dated as of May 14, 2025, by and among the Company, the Sponsor and other Holders (as defined therein) (Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 19, 2025, incorporated by reference herein) 10.4 Letter Agreement, dated as of May 14, 2025, by and among the Company, the Sponsor, certain investors in the Sponsor and each of the initial shareholders, directors and officers of the Company (Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 19, 2025, incorporated by reference herein) 10.5 Letter Agreement, dated as of May 14, 2025, by and among the Company and certain non-Sponsor investors of the Company (Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on May 19, 2025, incorporated by reference herein) 10.6 Administrative Services Agreement, dated as of May 14, 2025, between the Company and Sponsor (Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on May 19, 2025, incorporated by reference herein) 10.7 Form of Indemnification Agreement (Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on May 19, 2025, incorporated by reference herein) 10.8 Working Capital Convertible Note, dated as of May 16, 2025, issued to Sponsor (Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on May 19, 2025, incorporated by reference herein) 19.1* Insider Trading Policy 31.1* Certification of Chief Executive Officer and Director Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1* Compensation Recovery Policy 101.NS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because the XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEL Inline XBRL Taxonomy Extension Definition Linkbase Document 101.DRF Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interaction Data File (formatted as inline XBRL with application taxonomy extension information contained in Exhibit 101). * Filed herewith. Item 16. Form 10-K Summary. None. 81 SIGNATURES Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coral Gables, State of Florida, on the 13th of March 2026. RENATUS TACTICAL ACQUISITION CORP I By: /s/ Eric Swider Name: Eric Swider Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Eric Swider Name: Eric Swider Title: Chief Executive Officer and Director (Principal Executive Officer) Date: March 13, 2026 By: /s/ Ian Rhodes Name: Ian Rhodes Title: Chief Financial Officer (Principal Financial and Accounting Officer) Date: March 13, 2026 By: /s/ Devin G. Nunes Name: Devin G. Nunes Title: Director Date: March 13, 2026 By: /s/ Jeffrey Smith Name: Jeffrey Smith Title: Director Date: March 13, 2026 By: /s/ Matan Fattal Name: Matan Fattal Title: Director Date: March 13, 2026 By: /s/ Randy Lambert Name: Randy Lambert Title: Director Date: March 13, 2026 82 RENATUS TACTICAL ACQUISITION CORP I INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets as of December 31, 2025 and 2024 F-3 Statement of Operations for the year ended December 31, 2025 and for the period from July 2, 2024 (inception) through December 31, 2024 F-4 Statement of Changes in Shareholders’ (Deficit) Equity for the year ended December 31, 2025 and for the period from July 2, 2024 (inception) through December 31, 2024 F-5 Statement of Cash Flows for the year ended December 31, 2025 and for the period from July 2, 2024 (inception) through December 31, 2024 F-6 Notes to financial statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Renatus Tactical Acquisition Corp I Opinion on the Financial Statements We have audited the accompanying balance sheets of Renatus Tactical Acquisition Corp I (the Company) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the year ended December 31, 2025 and for the period July 2, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period July 2, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, management has determined that given the liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. Accordingly, the Company plans to consummate a Business Combination prior to the mandatory liquidation date. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Adeptus Partners, LLC Adeptus Partners, LLC We have served as the Company’s auditor since 2024. Ocean, New Jersey March 13, 2026 PCAOB ID: 3686 F- 2 RENATUS TACTICAL ACQUISITION CORP I BALANCE SHEETS December 31, 2025 December 31, 2024 ASSETS Current Assets: Cash $ 4,031 $ - Due from Sponsor 4,540 - Prepaid expenses 419,562 26,577 Total Current Assets 428,133 26,577 Cash held in Trust 248,183,492 - Deferred offering costs - 597,798 Total Assets $ 248,611,625 $ 624,375 LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY Current Liabilities: Accrued expenses $ 40,100 $ 599,375 Total Current Liabilities 40,100 599,375 Non-Current Liabilities: Accrued expenses 1,680,435 - Convertible note 250,000 - Deferred underwriting fee 8,452,500 - Total Non-Current Liabilities 10,382,935 - Total Liabilities 10,423,035 599,375 Commitments and contingencies (Note 6) Class A ordinary shares, $ 0.0001 par value; 24,150,000 and 0 shares subject to possible redemption at $ 10.28 and $ 0.00 per share as of December 31, 2025 and December 31, 2024, respectively 248,183,492 - Shareholders’ (Deficit) Equity: Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - Class A ordinary shares, $ 0.0001 par value, 200,000,000 shares authorized, none issued and outstanding - - Class B ordinary shares, $ 0.0001 par value, 20,000,000 shares authorized, 7,011,288 shares issued and outstanding (1)(2) 701 701 Additional paid-in capital - 24,299 Accumulated deficit ( 9,995,603 ) - Total Shareholders’ (Deficit) Equity ( 9,994,902 ) 25,000 Total Liabilities and Shareholders’ (Deficit) Equity $ 248,611,625 $ 624,375 (1) Includes an aggregate of up to 914,514 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). No Class B ordinary shares were forfeited as the underwriters fully exercised the over-allotment option (see Note 5). (2) Shares and associated accounts have been retroactively restated to reflect the surrender of 3,740,591 Class B ordinary shares to the Company for no consideration on March 13, 2025 and the issuance of an additional 1,168,548 Class B ordinary shares to the Sponsor for no consideration on May 14, 2025. The accompanying notes are an integral part of these financial statements. F- 3 RENATUS TACTICAL ACQUISITION CORP I STATEMENTS OF OPERATIONS Year Ended December 31, 2025 For the period from July 2, 2024 (inception) through December 31, 2024 Formation and operating expenses $ 1,025,873 $ - TOTAL EXPENSES 1,025,873 - OTHER INCOME Income earned on cash held in Trust Account 6,079,742 - Income earned on cash held in operating account 1,873 - TOTAL OTHER INCOME 6,081,615 - Net Income $ 5,055,742 $ - Weighted average of redeemable shares outstanding basic and diluted 15,259,615 - Basic and diluted net income per ordinary share $ 0.35 $ 0.00 Weighted average of non-redeemable shares outstanding basic and diluted (1)(2) 7,011,288 4,326,923 Basic and diluted net loss per ordinary share $ ( 0.05 ) $ 0.00 (1) For the period from July 2, 2024 (inception) through December 31, 2024, excludes an aggregate of up to 914,514 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). No Class B ordinary shares were forfeited as the underwriters fully exercised the over-allotment option (see Note 5). (2) Shares and associated accounts have been retroactively restated to reflect the surrender of 3,740,591 Class B ordinary shares to the Company for no consideration on March 13, 2025 and the issuance of an additional 1,168,548 Class B ordinary shares to the Sponsor for no consideration on May 14, 2025. The accompanying notes are an integral part of these financial statements. F- 4 RENATUS TACTICAL ACQUISITION CORP I STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM JULY 2, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Class B Ordinary Shares Additional Paid-In Accumulated Shareholders’ Shares Amount Capital Deficit Deficit Balance, December 31, 2024 (1)(2) 7,011,288 $ 701 $ 24,299 $ - $ 25,000 Net loss - - - - - Balance, March 31, 2025 7,011,288 701 24,299 - 25,000 Private warrants, proceeds - - 3,821,591 - 3,821,591 Public warrants, fair value - - 4,557,833 - 4,557,833 Offering costs allocated to public and private warrants - - ( 244,775 ) - ( 244,775 ) Accretion of carrying value to redemption value - - ( 8,158,948 ) ( 10,212,409 ) ( 18,371,357 ) Net income - - - 794,834 794,834 Balance, June 30, 2025 7,011,288 701 - ( 9,417,575 ) ( 9,416,874 ) Net income - - 2,176,664 2,176,664 Accretion of carrying value to redemption value - - ( 2,512,269 ) ( 2,512,269 ) Balance, September 30, 2025 7,011,288 701 - ( 9,753,180 ) ( 9,752,479 ) Net income - - - 2,084,244 2,084,244 Accretion of carrying value to redemption value - - - ( 2,326,667 ) ( 2,326,667 ) Balance, December 31, 2025 7,011,288 701 $ - $ ( 9,995,603 ) $ ( 9,994,902 ) Class B Ordinary Shares Additional Paid-In Accumulated Shareholders’ Shares Amount Capital Deficit Equity Balance, July 2, 2024 (inception) - $ - $ - $ - $ - Issuance of founder shares 7,011,288 701 24,299 - 25,000 Balance, December 31, 2024 (1)(2) 7,011,288 $ 701 $ 24,299 $ - $ 25,000 (1) Includes an aggregate of up to 914,514 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). No Class B ordinary shares were forfeited as the underwriters fully exercised the over-allotment option (see Note 5). (2) Shares and associated accounts have been retroactively restated to reflect the surrender of 3,740,591 Class B ordinary shares to the Company for no consideration on March 13, 2025 and the issuance of an additional 1,168,548 Class B ordinary shares to the Sponsor for no consideration on May 14, 2025. The accompanying notes are an integral part of these financial statements. F- 5 RENATUS TACTICAL ACQUISITION CORP I STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2025 For the period from July 2, 2024 (inception) through December 31, 2024 Cash Flows from Operating Activities: Net income $ 5,055,742 $ - Interest earned on cash held in Trust Account ( 6,079,742 ) - Changes in assets/liabilities to reconcile net income to net cash used in operating activities: Prepaid expenses ( 392,985 ) - Accrued expenses 425,037 - Net Cash Used in Operating Activities ( 991,948 ) - Cash Flows from Investing Activities: Net advances to Sponsor ( 4,540 ) - Cash deposited into Trust ( 242,103,750 ) - Net Cash Used in Investing Activities ( 242,108,290 ) - Cash Flows from Financing Activities: Proceeds from Convertible Note 250,000 Proceeds from issuance of Class A ordinary shares 241,500,000 - Proceeds from private placement 3,821,591 - Payment of offering costs ( 2,467,322 ) - Net Cash Provided by Financing Activities 243,104,269 - Net change in cash 4,031 Cash at beginning of period - Cash at end of period $ 4,031 $ - Supplemental Schedule of Non-Cash Financing Activities: Issuance of Class B shares to the Sponsor in exchange for a payment to a vendor $ - $ 25,000 Deferred offering costs included in accrued offering costs $ - $ 599,375 Offering costs charged to additional paid-in capital included in deferred underwriting fee $ 8,452,500 $ - Offering costs charged to additional paid-in capital included in accrued expenses $ 1,295,498 $ - Accretion of Class A ordinary shares subject to possible redemption $ 6,079,742 $ - The accompanying notes are an integral part of these financial statements. F- 6 RENATUS TACTICAL ACQUISITION CORP I NOTES TO FINANCIAL STATEMENTS NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Renatus Tactical Acquisition Corp I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 2, 2024. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, however, it intends to focus its search on high potential businesses based in the United States. The Company is an early-stage and emerging growth company; and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from July 2, 2024 (inception) through December 31, 2025 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), and search for a Business Combination opportunity, which are described below. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. On May 16, 2025, the Company consummated its Initial Public Offering of 24,150,000 units (the “Public Units” and, with respect to the Class A ordinary shares and public warrants included in the Public Units, the “Public Shares”, and “Public Warrants”, respectively), including 3,150,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option. The Public Units were sold at a price of $ 10.00 per unit, generating gross proceeds to the Company of $ 241,500,000 (the “Public Proceeds”). Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 3,821,591 warrants (the “Private Placement Warrants”) to International SPAC Management Group I LLC (the “Sponsor”) at a purchase price of $ 1.00 per Private Placement Warrant, generating gross proceeds to the Company of $ 3,821,591 (the “Private Proceeds” and together with the Public Proceeds, the “Offering Proceeds”). The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering (see Note 8). Transaction costs amounted to $ 12,213,743 , consisting of $ 1,207,500 of cash underwriting fee, $ 8,452,500 of deferred underwriting fee, and $ 2,553,743 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and Permitted Withdrawals on the interest income earned on the funds held in the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business 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”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, management has agreed that $ 10.025 per unit sold in the Initial Public Offering, including proceeds of the sale of the Private Placement Warrants, will be held in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. F- 7 The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. 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. 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 $ 10.025 per Public Share, plus any pro rata interest then in the Trust Account), net of taxes payable for the Company’s franchise and income taxes (“Permitted Withdrawals”). There will be no redemption rights upon the completion of a Business Combination with respect to the Private Placement Warrants. The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires a resolution be passed by a majority of the holders of the Class A ordinary shares, par value $ 0.0001 (the “Class A ordinary shares”) and the Class B ordinary shares, par value $ 0.0001 (the “Class B ordinary shares,” and together with the Class A ordinary shares, the “ordinary shares”) as, being entitled to do so, vote in person or by proxy at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Articles”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination and waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each Public Shareholder may elect to redeem its Public Shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Articles 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) 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 Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholder’s rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment. If the Company has not completed a Business Combination within 24 months from the closing of the Initial Public Offering (or up to 30 months from the closing of the Initial Public Offering if the Company’s board of directors elects to extend, by resolution, the period of time to consummate a Business Combination by two three-month increments) (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 100 % of the outstanding 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 and not previously released to pay the Permitted Withdrawals, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. F- 8 The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive its rights to their deferred underwriting commission (see Note 6) 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 will be less than the Initial Public Offering price per unit ($ 10.025 ). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than 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 has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.025 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 $ 10.025 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it 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. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Company’s initial Business Combination and redemptions could be reduced to less than $ 10.025 per Public Share. In such event, the Company may not be able to complete its initial Business Combination, and the Public Shareholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Going Concern As of December 31, 2025, the Company has cash of $ 4,031 and working capital of $ 388,033 . The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company anticipates that the cash held outside of the Trust Account of $ 4,031 will not be sufficient to allow the Company to operate in the next twelve months. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. F- 9 Risks and Uncertainties Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, rising trade tensions between the United States and China, uncertainties regarding actual and potential shifts in the policies of the United States related to foreign policy, trade policy, economic policy and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the ongoing conflict between Russia and Ukraine, and the ongoing conflicts in the Middle East, and resulting market volatility could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between Russia and Ukraine, the United States. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and in accordance with the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a 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 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. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. F- 10 Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2025 or December 31, 2024. Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering” and Topic 5T — “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).” Deferred offering costs consist of costs incurred in connection with preparation for the Initial Public Offering, which include professional and registration fees incurred. Deferred offering costs, together with the underwriting discounts and commissions, were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. As of December 31, 2025 and December 31, 2024, the Company had deferred offering costs of $ 0 and $ 597,798 , respectively. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 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. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income (loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the Ordinary Shares. Net income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income per Ordinary Share as the redemption value approximates fair value. The calculation of diluted income per Ordinary Share does not consider the effect of the Warrants issued in connection with the Initial Public Offering and Private Placement or the potential dilution from the convertible note since their exercise is contingent upon future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share. F- 11 The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): Year Ended December 31, 2025 Redeemable Non-redeemable Basic and diluted net income (loss) per share numerator: Interest income $ 6,081,025 $ 590 Less: Allocation of expenses ( 702,909 ) ( 322,964 ) Total $ 5,378,116 $ ( 322,374 ) Basic and diluted net income (loss) per share denominator: 15,259,615 7,011,288 Weighted-average shares outstanding Basic and diluted net income (loss) per share $ 0.35 $ ( 0.05 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit and cash held in the trust with a financial institution, which, at times, may exceed the Securities Investor Protection Corporation (“SIPC”) limit. As of December 31, 2025, the cash held did not exceed the FDIC limit As of December 31, 2025, the cash held in the trust in excess of the SIPC limit was $ 247,933,492 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Cash Held in Trust Account On December 31, 2025, the Company had $ 248,183,492 in cash held in the Trust Account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. F- 12 In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the cash held in the Trust Account is measured under Level 1 in the fair value hierarchy. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Instruments The Company accounts for the Public Warrants issued in connection with the Initial Public Offering and the Private Placement Warrants in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging.” Under ASC 815-40, the Public Warrants and the Private Placement Warrants meet the criteria for equity treatment and as such will be recorded in shareholder’s equity. If the Public Warrants and Private Placement Warrants no longer meet the criteria for equity treatment, they will be recorded as a liability and remeasured each period with changes recorded in the statements of operations. Class A Ordinary Shares Subject to Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies the Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, on December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. F- 13 On December 31, 2025, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 241,500,000 Less: Proceeds allocated to public warrants ( 4,557,833 ) Less: Class A ordinary share issuance costs ( 11,968,968 ) Add: Accretion of carrying value to redemption value 17,130,551 Class A ordinary shares subject to possible redemption May 16, 2025 242,103,750 Add: Accretion of carrying value to redemption value 1,240,806 Class A ordinary shares subject to possible redemption June 30, 2025 243,344,556 Add: Accretion of carrying value to redemption value 2,512,269 Class A ordinary shares subject to possible redemption September 30, 2025 245,856,825 Add: Accretion of carrying value to redemption value 2,326,667 Class A ordinary shares subject to possible redemption December 31, 2025 $ 248,183,492 Recent Accounting Standards In November 2023, the FASB issued Accounting Standards Update 2023-07 — Segment Reporting — Improvements to Reportable Segment Disclosures (“ASU 2023-07”). This update requires public entities to disclose its significant segment expense categories and amounts for each reportable segment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. As of December 31, 2025, the Company reported its operations as a single reportable segment, noting no disaggregation of Company activities, management or allocation of resources by geographic region, business activity or organizational method, thus this new guidance does not affect the disclosures. See Note 10 for further information. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 24,150,000 at a purchase price of $ 10.00 per unit. Each Public Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per full share, subject to adjustment (see Note 8). Effective June 9, 2025, holders of the Company’s Units may elect to separately trade the Class A ordinary shares and Public Warrants included in the Units. NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company, in a private placement, sold 3,821,591 Private Placement Warrants to the Sponsor at a price of $ 1.00 per warrant. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, 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 (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an initial Business Combination, subject to certain exceptions. NOTE 5 — RELATED PARTIES Founder Shares On July 30, 2024, the Sponsor received 9,583,333 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for a payment of $ 25,000 to a vendor. On March 13, 2025, the Sponsor returned to the Company, at no cost, an aggregate of 3,740,591 Founder Shares, which the Company cancelled. Shares and associated accounts have been retroactively restated to reflect the surrender of 3,740,591 Class B ordinary shares to the Company for no consideration on March 13, 2025. On May 14, 2025 the Company issued an additional 1,168,548 Class B ordinary shares to the Sponsor for no consideration, resulting in the Sponsor owning 7,011,288 Class B ordinary shares as of May 14, 2025. Shares and associated accounts have been retroactively restated to reflect the issuance of the additional 1,168,548 Class B ordinary shares to the Company on May 14, 2025. F- 14 Institutional investors (none of which are affiliated with any member of management, the Sponsor or any other investor) (the “non-Sponsor investors”), accredited investors, and certain directors of the Company purchased 1,545,376 Founder Shares from the Sponsor for an aggregate purchase price of $ 3,800,032 . The Sponsor purchased 3,821,591 Private Placement Warrants at a price of $ 1.00 per warrant ($ 3,821,591 in the aggregate) in Private Placement that closed simultaneously with the closing of the Initial Public Offering. As additional consideration to induce certain of the Company’s directors and the non-Sponsor investors to purchase Founder Shares from the Sponsor, the Company issued an aggregate of 772,688 of the 3,821,591 Private Placement Warrants to such non-Sponsor investors upon the consummation of the Private Placement, at no additional cost to such non-Sponsor investors. The Sponsor transferred an aggregate of 500,000 Founder Shares to the Company’s independent directors and officers prior to the completion of Initial Public Offering. The Company has estimated the fair value of the 500,000 Founder Shares as $ 850,000 on the date of transfer. The transferred shares are subject to the lock up provisions described below. As such, the Company will not recognize any expense until the Initial Business Combination is probable. The Sponsor may transfer up to an additional 200,000 Founder Shares to certain advisors after the completion of the Initial Public Offering and prior to the closing of the Company’s initial business combination. Up to 914,514 Founder Shares held by the Sponsor were subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares would collectively represent 22.5 % of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. No Founder Shares were forfeited as the underwriters fully exercised the over-allotment option. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell 90 % of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 11.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property; provided that, for the avoidance of doubt, 10 % of the Founder Shares shall not be subject to such restrictions (such date on which the founder shares are no longer subject to restriction, the “Lock-up Expiration Date”). General and Administrative Services The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor or an affiliate thereof a monthly fee of $ 25,000 for office space, utilities and secretarial and administrative support. For the year ended December 31, 2025, the Company incurred general and administrative services expenses of $ 188,970 , which are included in formation and operating expenses on the statements of operations. As of December 31, 2025 the Company owed the Sponsor $ 8,000 under the agreement, which is included in accrued expenses on the balance sheet. Financial and Accounting Services On July 26, 2024, the Company entered into an agreement (the “Brio Agreement”) with Brio Financial Group (“Brio Financial”), pursuant to which Brio Financial will provide certain financial and accounting services to the Company, including, but not limited to, assisting the Company with developing and documenting a monthly and quarterly accounting closing process, preparing financial statements, maintaining the Company’s accounting system and its internal debt and equity ledgers, preparing the Management Discussion and Analysis of Financial Condition and Results portion of quarterly and annual reports, and assisting the Company in connection with the Initial Public Offering. Under the Brio Agreement, the Company agreed to pay Brio Financial a fixed price of $ 16,500 for initial services and a fixed monthly rate of $ 2,000 for recurring services, which commenced in September 2024. Additionally, the Company agreed to pay a fixed monthly rate of $ 6,000 for Chief Financial Officer services provided by Ian Rhodes. Pursuant to the terms of the Brio Agreement, Mr. Rhodes will be compensated for travel and other out-of-pocket costs and will be entitled to indemnification and director and officer insurance. Either the Company or Brio Financial may terminate the Brio Agreement at any time, for any reason, within 10 days of written notice to the other party. Mr. Rhodes is a Director at Brio Financial but otherwise does not hold any ownership interest in Brio Financial. For the year ended December 31, 2024, the Company incurred $ 36,000 of costs, which were capitalized as deferred offering costs as of December 31, 2024. As of December 31, 2024 the Company owed Brio Financial $ 16,500 under the Brio Agreement, which is included in accrued expenses on the balance sheet. F- 15 For the year ended December 31, 2025, the Company incurred $ 26,500 of costs, which were accounted for offering costs. In addition, the Company incurred expenses under the Brio Agreement of $ 67,667 , which are included in formation and operating expenses on the statements of operations. As of December 31, 2025 the Company owed Brio Financial $ 16,000 under the Brio Agreement, which is included in accrued expenses on the balance sheet. Due from Sponsor The Company made certain payments on behalf of the Sponsor. As of December 31, 2025 and December 31, 2024, the Sponsor owes the Company $ 4,540 and $ 0 , respectively. Unsecured Promissory Note On March 10, 2025, the Sponsor entered into an agreement with the Company to loan the Company up to $ 300,000 under an unsecured promissory note to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and became due at the closing of the Initial Public Offering. The Company did no t borrow any monies under this loan agreement. Convertible Promissory Note Upon the completion of the Initial Public Offering, the Company issued the Sponsor a convertible promissory note (the “Working Capital Convertible Note”) in the principal amount of up to $ 639,375 which the Company may draw down in its sole discretion, from time to time in order to pay for working capital expenses or finance transaction costs in connection with an intended initial Business Combination. Any principal amounts outstanding under the Working Capital Convertible Note may be converted into Class A ordinary shares, at a conversion price per share equal to the lower of (i) $ 8.00 per share and (ii) the volume weighted average price of the Class A ordinary shares for the 20 trading days ending on the trading day prior to the date on which the loans are converted (“Note Conversion VWAP”), at the option of the Sponsor. Any amount that is not converted into Class A ordinary shares will be repaid in cash on the maturity date. The maturity date of the Working Capital Convertible Note will be the earlier of (i) the Lock-up Expiration Date and (ii) the date that the Company’s winding up becomes effective. The Company did not borrow any monies under this loan agreement. Working Capital Loans 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”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of the notes may be converted upon completion of a Business Combination into Class A ordinary shares, at a conversion price per share equal to the lower of $ 8.00 and the Note Conversion VWAP, at the option of the lender. The shares issuable upon conversion of such loans would be identical to the Class A ordinary shares that are sold as a part of the Public Units in the Initial Public Offering. In the event that a Business Combination is not consummated, 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. The Company did not borrow any monies under this loan agreement. F- 16 NOTE 6 — CONVERTIBLE NOTE On July 24, 2025, the Company issued a convertible promissory note (the “Convertible Note”) in the principal amount of $ 250,000 with an interest rate of 0 % to an investor of the Company. The principal balance is payable by the Company upon the earlier of: (i) the date of the consummation of the initial business combination and (ii) the date that the winding up of the Company is effective. Any principal amounts outstanding under the Investor Convertible Note may be converted into a number of units of the Company, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant of one Class A ordinary share, equal to (A) the outstanding principal amount to be converted, divided by (B) $ 5.00 ; provided, however, that the Investor Convertible Note shall only be convertible upon, and subject to, the closing of an Initial Business Combination. The units issuable upon conversion of the Investor Convertible Note will be identical to the Public Units that were sold in the Initial Public Offering. As of December 31, 2025 and December 31, 2024, there was $ 250,000 and $ 0 , respectively outstanding under the Convertible Note. NOTE 7 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and any ordinary shares issuable upon the exercise of the Private Placement Warrants or issued upon conversion of the Working Capital Convertible Note or Working Capital Loans and upon conversion of the Founder Shares will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 -day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Public Units to cover over-allotments, if any, at the Initial Public Offering. The underwriters fully exercised the over-allotment option as of May 16, 2025. The underwriters were paid a cash underwriting discount of $ 0.05 per unit, or $ 1,207,500 , which was paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $ 0.35 per Public Unit, or up to $ 8,452,500 in the aggregate, payable based on the percentage of funds remaining in the Trust Account after redemptions of Public Shares. The deferred fee will become payable to the underwriters 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. Service Providers Fees Certain service providers have agreed to defer the payment of certain fees and expenses until the completion of the initial Business Combination. The amount as of December 31, 2025 and December 31, 2024 was $ 1,680,435 and $ 0 , respectively. NOTE 8 — SHAREHOLDERS’ DEFICIT Preferred 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 December 31, 2025 and December 31, 2024, 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 with a par value of $ 0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of December 31, 2025 and December 31, 2024, there were no Class A ordinary shares issued or outstanding, excluding 24,150,000 Class A ordinary shares subject to possible redemption as of December 31, 2025. F- 17 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. Holders of Class B ordinary shares are entitled to one vote for each share. As of December 31, 2025 and December 31, 2024, there were 7,011,288 Class B ordinary shares issued and outstanding. Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors of the Company’s board prior to the Business Combination. Holders of ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law. In connection with the Company’s initial Business Combination, it may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering. The Founder Shares are designated as Class B ordinary shares and will automatically convert at a ratio of one-for-one into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the Company’s initial Business Combination. NOTE 9 — WARRANTS There were 15,896,591 warrants outstanding as of December 31, 2025, including 12,075,000 Public Warrants and 3,821,591 Private Placement Warrants. There were no warrants outstanding as of December 31, 2024. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Public Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary share pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. F- 18 Redemption of Warrants When the Price per Class A ordinary share Equals or Exceeds $ 18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 per Public Warrant; ● upon a minimum of 30 days’ prior written notice of redemption, or the 30 -day redemption period to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, share dividends, reorganization, recapitalizations and the like) ● for any 10 trading days within a 20 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the warrants for redemption as described in this paragraph, its management will have the option to require any holder that wishes to exercise their warrant following the notice of redemption to do so on a cashless basis. In the case of such a cashless exercise, each holder would pay the exercise price by surrendering the Public Warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the Public Warrants. If its management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Class A ordinary shares to be received upon exercise of the Public Warrants, including the “fair market value” in such case. The Company has established the $ 18.00 per share (as adjusted) redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $ 18.00 redemption trigger price, as well as the $ 11.50 Public Warrant exercise price after the redemption notice is issued. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by its board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of its initial Business Combination on the date of the completion of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 day trading period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Public Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. F- 19 NOTE 10 — SEGMENT INFORMATION ASC Topic 280, Segment Reporting, establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer , who reviews the 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 reporting segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets. Formation and operating expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the Combination Period. The CODM also reviews formation and operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation and operating expenses, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis. As of December 31, 2025 As of December 31, 2024 Cash $ 4,031 $ - Due from Sponsor 4,540 - Prepaid expenses 419,562 26,577 Cash held in Trust 248,183,492 - Deferred offering costs - 597,798 Total Assets $ 248,611,625 $ 624,375 All other segment items included in net income (loss) are reported on the statements of operations and described within their respective disclosures. NOTE 11. FAIR VALUE MEASUREMENTS The fair value of the $ 248,183,492 cash held in trust is measured under Level 1 in the fair value hierarchy. The fair value of the Public and Private Warrants is measured under Level 3 in the fair value hierarchy as of May 16, 2025. The fair value of Public Warrants was determined using Black-Scholes Simulation Model. The expected term of the warrant is based on the actual term of the warrant in the event of a successful business combination. The probability of an initial business combination is based on historical data from SPACs that have successfully completed an IPO and then gone on to complete a business combination. The volatility is based on historical volatility of comparable publicly traded SPACs. The Public Warrants have been classified within shareholders’ equity and will not require remeasurement after issuance. The market assumptions used to determine fair value as follows: As of May 16, 2025 Term 5.0 years Dividends $ 0 Risk Free Rate 4.06 % Probability of an Initial Business Combination 45 % Volatility 6.0 % NOTE 12 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through March 13, 2026, the date that the financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F- 20