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Item 9A. Controls and Procedures

2026-03-27 compared with 2025-03-31 · 1045 added, 1342 removed, 241 unchanged (91% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures

are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to

be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief

Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions,

as appropriate, to allow timely decisions regarding required disclosure.

the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness

of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of

the fiscal year ended December 31, 2024.

of Disclosure Controls and Procedures

controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports

filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including

our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar

functions, as appropriate, to allow timely decisions regarding required disclosure.

the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the

effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under

the Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective

as of the end of the fiscal year ended December 31, 2025.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

10 unchanged sentences

goals under all potential future conditions.

Management’s Annual Report on Internal

Control over Financial Reporting

This Report does not include

a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered

public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

Changes in Internal Control over Financial

There have been no changes

to our internal control over financial reporting during the quarterly period ended December 31, 2024 that materially affected, or are

reasonably likely to materially affect, our internal control over financial reporting.

Annual Report on Internal Control over Financial Reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our Management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting

purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

assets of our Company,

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our Management and directors,

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed

the effectiveness of our internal control over financial reporting as of December 31, 2025.

In making these assessments, Management used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated

Framework (2013).

Based on our assessments and those criteria, Management determined that we maintained effective internal control over

financial reporting as of December 31, 2025.

Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to

our status as an emerging growth company under the JOBS Act.

in Internal Control over Financial Reporting

have been no changes to our internal control over financial reporting during the quarterly period ended December 31, 2025 that materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Trading Arrangements

During the quarterly period

ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act)

adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each

term is defined in Item 408(a) of Regulation S-K.

Additional Information

During the year ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

As of the date of this Report,

our directors and officers are as follows:

Erich Spangenberg

Chairman and Chief Executive Officer

and Executive Officers

of the date of this Report, our directors and officers are as follows:

Christopher Devall

Executive Officer (Principal Executive Officer)

David Kutcher

Chief Financial Officer and Director

Delos Marshall (“Toby”) Cosgrove, M.D.

Janine Grasso

Vincent Capone

The experience of our directors

and executive officers is as follows:

Erich Spangenberg ,

our Chief Executive Officer and Chairman of our Board of Directors since our inception, has served as a Chief Executive Officer and Co-Founder

of SIM since January 2023.

From January 2018 to January 2023, Mr.

Spangenberg was the Founder and CEO of IPwe, a global financial technology

company in the intellectual property space.

In January 2024, IPwe, Inc.

filed a petition for voluntary reorganization under Chapter 11

Bankruptcy Code in the District of Delaware.

The case was converted to a Chapter 7 bankruptcy in March 2024 and is still pending.

From September 2014 to March 2017, Mr.

Spangenberg was CEO of nXn Partners, a predictive analytics company focused on analyzing key attributes

of intellectual property.

From January 2015 to March 2017, Mr.

Spangenberg was a Partner at the Coalition For Affordable Drugs, which

challenged patent validity through the USPTO’s inter-partes review process.

From April 2003 to August 2014, Mr.

Spangenberg was

Founder and CEO of IP Navigation Group (IPNav), a full-service patent monetization and global licensing business.

From March 1998 to March

Spangenberg was President of Acclaim Venture Group, which invested in technology and industrial companies.

From December 1996

to November 1998, Mr.

Spangenberg was Head of Business Development and then President and CEO of Smartalk Teleservices, a telecommunications

From October 1994 to November 1996, Mr.

Spangenberg was a Vice President and Senior Vice President at Donaldson, Lufkin &

Spangenberg started his career as a corporate attorney at Jones Day from 1986 to 1994, where he was ultimately promoted

Spangenberg holds a Bachelor of Arts in Economics from Skidmore College, a Master of Science in Economics from The London

School of Economics and Political Science and a JD from Case Western Reserve University School of Law.

Spangenberg’s significant

executive, investment and intellectual property expertise and experience make him well qualified to serve on our Board of Directors.

Kutcher , our Chief Financial Officer and Director since our inception, has served as a Chief Financial

Officer, Head of Structured Products and Co-Founder of SIM since January 2023.

Kutcher was a Venture Partner with Corner Ventures

from March 2020 to January 2023, where he focused on later-stage investments and public markets.

He also served as Chief Investment Officer

of Corner Growth Acquisition Corp.

COOL) from December 2020 to August 2024 and Chief Investment Officer of Corner Growth Acquisition

Financial Officer and Director (Principal Financial and Accounting Officer)

Anthony Hayes

Chairman of Board

Jarett Gorlin

experience of our directors and executive officers is as follows:

Devall has served as our Chief Executive Officer since January 2026 and has served as the Chief Operating Officer of

Dominari Holdings Inc.

DOMH) since January 2023.

Dominari Holdings is a holding company that, through its various subsidiaries,

is currently engaged in wealth management, investment banking, sales and trading and asset management.

Devall has served as the President

of American Ventures Acquisition Corp.

I since February 2026.

Prior to his role as COO of Dominari, Mr.

Devall served as Dominari Holdings’

Vice President of Operations from July 2022 to January 2023 and was a member of its advisory board from April 2022 to June 2022.

Devall served as senior operations department head in the Department of Defense from February 2019 to June 2022, and as a senior operations

department manager from April 2016 to January 2019.

Devall is also a member of the Board of Directors of Dominari Securities LLC

(a subsidiary of DOMH) and The Forge Christian Ministries and Secretary of the Dominari Charitable Foundation.

Devall is a retired

military veteran and holds a Master of Business Administration from the University of Virginia Darden School of Business and a B.S.

Strategic Studies and Defense Analysis from Norwich University.

Devall holds Series 7, 66, and 24 licenses.

Kutcher , our Chief Financial Officer and Director since our inception, is also a Director, President, Chief Financial Officer and

Co-Founder of Sauvegarder Investment Management, Inc.

(“SIM IP”) since its inception.

SIM IP is focused on intellectual property-based

financing, investment and monetization opportunities and invests across IP as an asset class and across jurisdictions.

Since February

Kutcher has served as the Chief Financial Officer of American Ventures Acquisition Corp.

Prior to SIM IP, he was a Venture

Partner with Corner Ventures from March 2020 to January 2023, where he focused on later-stage investments and public markets.

served as Chief Investment Officer of Corner Growth Acquisition Corp.

COOL) from December 2020 to August 2024 and Chief Investment

Officer of Corner Growth Acquisition Corp.

TRON) from June 2021 to August 2024.

From 2016 to 2020, he was the managing partner at Torian Capital Partners, a firm

he co-founded in 2016, which now serves as a family investment vehicle.

From 2016 to 2020, he was the managing partner

at Torian Capital Partners, a firm he co-founded in 2016, which now serves as a family investment vehicle.

From 2011 to 2016, Mr.

Kutcher was a Managing Director with Broadband

Capital Management, a New York-based merchant banking firm and was an advisor to its successor firm, Broadband Capital Partners, an alternative

investment firm, from February 2016 until December 2018.

Kutcher was also the interim chief financial officer for Immunome (NASDAQ:

was a Managing Director with Broadband Capital Management, a New York-based merchant banking firm and was an advisor to its successor

firm, Broadband Capital Partners, an alternative investment firm, from February 2016 until December 2018.

Kutcher was also the interim

chief financial officer for Immunome (NASDAQ:

IMNM), a Broadband Capital portfolio company, from June 2016 through March 2018.

Kutcher had a significant role in assisting special

purpose acquisition companies through their initial public offering and Business Combination processes, including Committed Capital Acquisition

Corporation, which acquired One Group Hospitality, Inc.

STKS) in October 2013 and was controlled by Broadband Capital principals

and Spectral AI (NASDAQ:

Kutcher started his career as a mergers and acquisitions and capital markets attorney with Ellenoff

Grossman & Schole LLP in New York from 2008 to 2011.

Kutcher holds a Bachelor of Arts from the University of the South (Sewanee)

and a JD from Samford University (Cumberland).

Kutcher’s significant investment and SPAC-related experience make him well qualified

to serve on our Board of Directors.

Delos Marshall Cosgrove,

has served as a member of our Board of Directors since July 2024.

From 2004 to 2017, Dr.

Cosgrove served as the CEO and President

of Cleveland Clinic, which is consistently ranked among the top five hospitals in the United States and the top overall hospital for cardiology

and heart surgery by U.S.

News & World Report.

He currently serves as an Executive Advisor to Cleveland Clinic, where he is working

with the hospital leadership on strategies for national and international growth.

He is a member of the Board of Directors of Cleveland

Clinic Abu Dhabi, American Well, Hims & Hers and View.

He previously worked for Google Cloud and currently is an advisor for several

healthcare organizations.

After serving as a surgeon in the U.S.

Air Force and earning a Bronze Star, Dr.

Cosgrove joined Cleveland Clinic

in 1975, and chaired the Department of Thoracic and Cardiovascular surgery from 1989 to 2004.

He is a member of the National Academy of

Medicine, and a Fellow of the National Academy of Inventors.

He holds 30 patents for medical innovations.

In 2016, he was a Fortune Businessperson

Three successive Presidents of the United States have consulted him on healthcare issues.

Cosgrove holds a B.A.

Williams College and received his M.D.

from the University of Virginia School of Medicine.

Cosgrove’s significant experience

in the medical and healthcare fields makes him well qualified to serve on our Board of Directors.

Janine Grasso has

served as a member of our Board of Directors since July 2024.

Grasso served as the Head of the Global Partner Ecosystem at

DocuSign from October 2022 to February 2025 and has served as a Director at Brand Engagement Network Inc.

BNAI) since March

Previously, Ms.

Grasso was Vice President of Business Development at Verizon from 2019 to 2022, where she led a newly created

business development organization.

From 2010 to 2019, Ms.

Grasso worked at IBM, most recently as Vice President of Blockchain

Ecosystem leading the IBM Blockchain Strategy and Ecosystem Organization.

Grasso received her B.B.A from the Pace University

Lubin School of Business.

Grasso’s significant experience in acquisitions, divestitures, intellectual property-related

deals, and strategic partnerships makes her well qualified to serve on our Board of Directors.

Vincent Capone has

served as a member of our Board of Directors since July 2024.

Capone currently serves as the Chief Financial Officer and General Counsel

at Spectral AI (NASDAQ:

MDAI) and served as General Counsel and Corporate Secretary of Spectral AI since March 2022.

From April 2012 to

March 2022, he served in various roles, including Chief Operating Officer, General Counsel and from April 2018 as President of Michaelson

Capital Partners, a New York-based private equity fund investing in technology companies.

Capone has an extensive background in representing

life science and technology companies and he has a long track record as a business-focused and results-oriented leader in driving corporate

growth and development.

He began his career as a certified public accountant at KPMG before practicing corporate and securities law.

has more than 20 years of broad corporate and securities law experience, first at Morgan Lewis LLP, then as a Partner at Reed Smith LLP.

Capone serves as a senior advisor to Alexet Capital Associates, LLC and is a Board Member of the Ryan Lesher Foundation, a non-profit

organization assisting families in Bucks County, Pennsylvania.

Capone earned both his J.D.

degrees from Temple University

degree in Accounting from The Pennsylvania State University.

Capone’s accounting, transactional, private equity

and healthcare-related experience makes him well qualified to serve on our Board of Directors.

Family Relationships

No family relationships

exist between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

There are no material proceedings

to which any director or executive officer, or any associate of any such director or officer is a party adverse to our Company, or has

a material interest adverse to our Company.

Number and Terms of Office of Officers and

Our Board of Directors consists

of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except

for those directors appointed prior to our first annual general meeting) serving a three-year term.

Prior to the closing of our initial

Business Combination, only holders of our Class B Ordinary Shares are entitled to vote on the appointment and removal of directors or

continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our Amended and

Restated Memorandum or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation

in a jurisdiction outside the Cayman Islands).

Holders of our Public Shares are not entitled to vote on such matters during such time.

These provisions of our Amended and Restated Memorandum relating to these rights of holders of Class B Ordinary Shares may be amended

by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation

of our initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or,

where proxies are allowed, by proxy at the applicable general meeting of our Company.

In accordance with Nasdaq

corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end

following our listing on Nasdaq.

had a significant role in assisting special purpose acquisition companies through their initial public offering and Business Combination

processes, including Committed Capital Acquisition Corporation, which acquired One Group Hospitality, Inc.

STKS) in October

2013 and was controlled by Broadband Capital principals and Spectral AI (NASDAQ:

Kutcher started his career as a mergers and

acquisitions and capital markets attorney with Ellenoff Grossman & Schole LLP in New York from 2008 to 2011.

Kutcher holds a

Bachelor of Arts from the University of the South (Sewanee) and a JD from Samford University (Cumberland).

Kutcher’s significant

investment and SPAC-related experience make him well qualified to serve on our Board of Directors.

Hayes has served as our Director since March 2026 and has served as the Chief Executive Officer and Chairman of the Board

at Dominari Holdings Inc.

DOMH) since September 2013.

Dominari Holdings Inc.

is a diversified holding company with interests

spanning financial services, insurance and emerging growth sectors.

Hayes has served as a board member and Chief Executive Officer

of American Ventures Acquisition Corp.

I since February 2026.

Before his role at Dominari, Mr.

Hayes was a partner at Nelson Mullins,

an Am Law 100 law firm, from May 1999 to March 2010.

His legal expertise and business acumen have been recognized through various accolades

including by President George W.

Bush who gave Mr.

Hayes special recognition for creating the Wills for Heroes program, a national 501(c)(3),

in response to the September 11 attacks (willsforheroes.com), and his work, “Avoiding the Post-Crisis Crisis:

How to Prevent Post-Crisis

Donation for Victims from Leading to Litigation”, was published in the ICMA Journal (ICMA Journal, January/February 2008).

honors include IAM IP Personality of 2013, American Board of Trial Advocates Young Lawyer of the Year and “20 Under 40” in

Columbia, South Carolina.

Hayes received a Juris Doctor from Tulane University Law School, a Bachelor of Arts in economics from Mary

Washington College, and he is a member of the bar in the District of Columbia, Florida, New York, and South Carolina.

significant experience in overseeing mergers & acquisitions across industries make him well qualified to serve on our Board of Directors .

Jarrett Gorlin

has served as our Director since March 2026 and has more than 29 years of experience in law enforcement, over 20 years

of experience as a business owner of both private companies and publicly traded entities on the NASDAQ stock exchange, and more than

35 years of experience as an aviator.

Gorlin is the founder and Chief Executive Officer of two law-related businesses

later sold, Judicial Innovations, LLC (2019-2024) which was acquired by Arlington Capital in February 2024 and focused on court software

and payment processing for over 1,000 courts across the United States and Judicial Corrections, Inc.

(2000 to 2011), which was the largest

privatized probation service provider in the United States and sold to Correctional Healthcare Companies in 2011.

also Chief Executive Officer of Medovex Corporation (NASDAQ:

MDVX) from 2013-2015.

From 1996 through 2025, Mr.

Gorlin worked

with the Fulton County, Georgia Sheriff’s office holding various ranks, including Deputy, Sergeant, Lieutenant, Captain, Major,

Colonel and Chief.

He has also served as Chief Executive Officer of Defense Ninja Corp.

since December 2025 and a member of

its Board of Directors.

The Company believes Mr.

Gorlin is well qualified to serve as a director due to his M&A and capital

markets experience and decades as a senior executive of growth-oriented companies.

Saker has served as our Director since March 2026 and has served as the interim Chief Executive Officer of Aureus

Greenway Holdings (Nasdaq:

AGH) since January 2026 and has been a member of its Board of Directors since September 2025.

Senior Vice President in CBRE’s Global Advisory & Transaction Services group, bringing over 23 years of experience with the

firm, including his tenure as a Managing Director at Insignia ESG, which was acquired by CBRE in July 2003.

Prior to joining CBRE, Mr.

Saker served as Vice President at Peter Elliot & Co.

from 1997 to April 2002, and earlier in his career, he worked in Advisory &

Transaction Services at Grubb & Ellis from 1995 to 1996.

Saker is a member of the Board of Trustees for the Count Basie Center

for the Arts (NFP) and is an Advisor to Ellavoz Impact Capital which creates and preserves workforce and affordable housing.

received a B.S.

degree from St.

John’s University and an M.S.

in Real Estate Development from Columbia University’s School

of Architecture, Planning and Preservation.

The Company believes Mr.

Saker is well qualified to serve as a director due to his transactional

experience and network.

Haug has served as our Director since March 2026 and currently serves as the Chief Operating Officer, Chief Technology

Officer and Chief Marketing Officer for Haug Partners LLP.

Haug Partners is an intellectual property law firm with offices in New York,

Washington D.C.

and West Palm Beach.

The firm specializes in protecting innovator portfolios in the life science, automobile and technology

Prior to joining Haug Partners in January 2005, Mr.

Haug received a B.S.

in Administration of Justice from Penn State University.

Haug served on the Junior Council for the American Museum of Natural History for over a decade and is a current committee member

at the Metropolitan Club, Plandome Country Club and Haug Family Foundation.

Haug is also a member of the Board of Directors of Dominari

Holdings Inc.

The Company believes Mr.

Haug is well qualified to serve as a director due to his experience and skill

in aiding the growth of company operations.

Relationships

family relationships exist between any of our directors or executive officers.

in Certain Legal Proceedings

are no material proceedings to which any director or executive officer, or any associate of any such director or officer is a party adverse

to our Company, or has a material interest adverse to our Company.

and Terms of Office of Officers and Directors

Board of Directors consists of five members and is divided into three classes with only one class of directors being appointed in each

year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.

Prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares are entitled to vote on the appointment

and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required

to amend our Amended and Restated Memorandum or to adopt new constitutional documents, in each case, as a result of our approving a transfer

by way of continuation in a jurisdiction outside the Cayman Islands).

Holders of our Public Shares are not entitled to vote on such matters

during such time.

These provisions of our Amended and Restated Memorandum relating to these rights of holders of Class B Ordinary Shares

may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect

of the consummation of our initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do

so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of our Company.

accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after

our first fiscal year end following our listing on Nasdaq.

The term of office of the first class of directors, which consists of Mr.

Capone, will expire at our

first annual general meeting.

The term of office of the second class of directors, which consists of Ms.

Grasso and Dr.

Cosgrove, will

expire at the second annual general meeting.

The term of office of the third class of directors, which consists of Mr.

Spangenberg and

Gorlin, will expire at our first annual general meeting.

The term of office of the second class of directors, which consists of Mr.

Haug, will expire at the second annual general meeting.

The term of office of the third class of directors, which consists of

Hayes and Mr.

Kutcher, will expire at the third annual general meeting.

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.

Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Memorandum.

Committees of the Board of Directors

We have established two standing

committees of our Board of Directors:

the Audit Committee and a compensation committee (the “Compensation Committee”).

to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed

company be comprised solely of independent directors.

Each committee of our Board operates under a charter that has been approved by our

Board and has the composition and responsibilities described below.

Audit Committee

We have established the Audit

Grasso, and Dr.

Cosgrove serve as the members of our Audit Committee.

Under the Nasdaq listing standards

and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent.

Grasso, and Dr.

Cosgrove are each independent.

Capone serves as

the chairman of the Audit Committee.

Each member of the Audit Committee is financially literate and our Board of Directors has determined

Capone qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted a charter

of the Audit Committee, which details the principal functions of the Audit Committee, including:

● assisting with 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 auditors

and any other independent 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 have with us in order to evaluate their continued independence;

● 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 independent registered public accounting 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, including reviewing our specific disclosures under “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”;

● 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;

● 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 FASB, the SEC or other regulatory authorities;

● advising the Board and any other Board committees if the clawback provisions of Rule 10D-1 under

the Exchange Act (the “SEC Clawback Rule”) are triggered based upon a financial statement restatement or other financial statement

change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the

SEC Clawback Rule.

Compensation Committee

We have established the Compensation

The members of our Compensation Committee include Ms.

Cosgrove, and Mr.

Capone, and Ms.

Grasso serves

officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms

Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Memorandum.

of the Board of Directors

have established two standing committees of our Board of Directors:

the Audit Committee and a compensation committee (the “Compensation

Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that

the audit committee of a listed company be comprised solely of independent directors.

Each committee of our Board operates under a charter

that has been approved by our Board and has the composition and responsibilities described below.

have established the Audit Committee.

Gorlin and Mr.

Haug serve as the members of our Audit Committee.

Nasdaq listing standards and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be

Saker, Gorlin and Haug are each independent.

serves as the chairman of the Audit Committee.

Each member of the Audit Committee is financially literate and our Board of Directors

has determined that Mr.

Saker qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

have adopted a charter of the Audit Committee, which details the principal functions of the Audit Committee, including:

assisting with 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 auditors and any other independent 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 have with us in order to evaluate

their continued independence;

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 independent registered public accounting 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;

to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent

registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis

of Financial Condition and Results of Operations”;

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;

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 FASB, the SEC or other regulatory authorities;

the Board and any other Board committees if the clawback provisions of Rule 10D-1 under the Exchange Act (the “SEC

Clawback Rule”) are triggered based upon a financial statement restatement or other financial statement change, with the assistance

of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule;

and overseeing our cybersecurity and information security policies, and periodically reviewing the policies and managing potential

cybersecurity incidents.

have established the Compensation Committee.

The members of our Compensation Committee include Mr.

Gorlin and Mr.

Gorlin serves

as chair of the Compensation Committee.

1 unchanged sentence

Committee of at least two members, all of whom must be independent.

Cosgrove, and Mr.

Capone are each independent.

We have adopted a charter of the Compensation Committee, which details the principal functions 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;

● 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 executive officers and employees;

● producing a report on executive compensation to be included in our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors;

● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule

are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of

it by the Clawback Policy (as defined below), with the assistance of Management and to the extent that our securities continue to be listed

on an exchange and subject to the SEC Clawback Rule.

The charter of the Compensation

Committee also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such

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.

Director Nominations

We do not have a standing

nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or

Nasdaq rules.

In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend

a director nominee for selection by our Board of Directors.

Our Board of Directors believes that the independent directors can satisfactorily

carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

The directors who participate in the consideration and recommendation of director nominees are Dr.

Cosgrove, Ms.

Grasso, and Mr.

Saker and Gorlin are each independent.

We have adopted a

charter of the Compensation Committee, which details the principal functions of the Compensation Committee, including:

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;

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;

our executive compensation policies and plans;

and administering our incentive compensation equity-based remuneration plans;

Management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers

and employees;

a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors;

the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial

statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy (as defined

below), with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject

to the SEC Clawback Rule.

charter of the Compensation Committee also provides that the Compensation Committee may, in its sole discretion, retain or obtain the

advice of a compensation consultant, legal counsel or other adviser and will be 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.

do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required

to do so by law or Nasdaq rules.

In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors

may recommend a director nominee for selection by our Board of Directors.

Our Board of Directors believes that the independent directors

can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing

nominating committee.

The directors who participate in the consideration and recommendation of director nominees are Messrs.

Saker, Gorlin

In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent.

As there is no standing nominating

committee, we do not have a nominating committee charter in place.

The Board of Directors also

considers director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to

stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting).

Our shareholders that

wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in our Amended and Restated

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, our 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 have adopted a Code of

Business Conduct and Ethics, applicable to our directors, officers and employees (the “Code of Ethics”).

A copy of the Code

of Ethics and the charters of the committees of our Board of Directors will be provided without charge upon request from us.

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 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.

As there is no standing

nominating committee, we do not have a nominating committee charter in place.

Board of Directors also considers director candidates recommended for nomination by our shareholders during such times as they are seeking

proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting).

Our shareholders that wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in

our Amended and Restated Memorandum.

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, our 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.

have adopted a Code of Business Conduct and Ethics, applicable to our directors, officers and employees (the “Code of Ethics”).

A copy of the Code of Ethics and the charters of the committees of our Board of Directors will be provided without charge upon request

If 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 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.

foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions

of the Code of Ethics, a copy of which is attached hereto as Exhibit 14 and is incorporated herein by reference.

Trading Policies

On June 27, 2024, we adopted

insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers

and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq

listing standards (the “Insider Trading Policy”).

On June 27, 2024, we adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards (the “Insider Trading Policy”).

foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and

conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

Compensation Recovery and Clawback Policy

Under the Sarbanes-Oxley Act,

in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can

recoup those improper payments from our executive officers.

The SEC has also adopted the SEC Clawback Rule that directs national stock

exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have

misstated its financial results.

On June 27, 2024, our Board

of Directors approved the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), in order to comply

with the final Clawback rules adopted by the SEC under the Rule, and the listing standards, as set forth in Nasdaq Listing Rule 5608 (the

“Nasdaq Clawback Rules”).

The Clawback Policy provides

for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined

in the SEC Clawback Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance

with the Nasdaq Clawback Rules.

The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct

or otherwise caused or contributed to the requirement of an accounting restatement.

Under the Clawback Policy, our Board of Directors

may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed

fiscal years preceding the date on which we are required to prepare an accounting restatement.

Recovery and Clawback Policy

the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid

incentive amount, we can recoup those improper payments from our executive officers.

The SEC has also adopted the SEC Clawback Rule that

directs national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the

company is found to have misstated its financial results.

June 27, 2024, our Board of Directors approved the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”),

in order to comply with the final Clawback rules adopted by the SEC under the Rule, and the listing standards, as set forth in Nasdaq

Listing Rule 5608 (the “Nasdaq Clawback Rules”).

Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive

officers as defined in the SEC Clawback Rule (“Covered Officers”) in the event that we are required to prepare an accounting

restatement, in accordance with the Nasdaq Clawback Rules.

The recovery of such compensation applies regardless of whether a Covered

Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.

Under the Clawback

Policy, our Board of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback

period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement.

foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions

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Executive Compensation.

None of our executive officers

or directors have received any cash compensation for services rendered to us.

We are not prohibited from paying any fees (including advisory

fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us

prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if

made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account:

● repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and

organizational expenses pursuant to the IPO Promissory Note;

● payment for office space, utilities and secretarial and administrative support made available to us by

an affiliate of our Sponsor, in an amount equal to $10,000 per month, pursuant to the Administrative Services Agreement;

● payment of consulting, success or finder fees to our independent directors, advisors, or their respective

affiliates in connection with the consummation of our initial Business Combination;

● we may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with

our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes

a market standard for comparable transactions;

● reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and

completing an initial Business Combination;

● repayment of Working Capital Loans.

Up to $1,500,000 of such Working Capital Loans may be convertible

into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender.

Such warrants would

be identical to the Private Placement Warrants.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been

determined and no written agreements exist with respect to such Working Capital Loans.

After the completion of our

initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees

from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation

materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business Combination.

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 proposed initial 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 executive officers 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 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 officers and directors 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 to retain their positions

with us may influence our Management’s motivation in identifying or selecting a target business, but we do not believe that the

ability of our Management to remain with us after the consummation of our initial Business Combination will be a determining factor in

our decision to proceed with any potential Business Combination.

We are not party to any agreements with our officers and directors that

provide for benefits upon termination of employment.

of our executive officers or directors have received any cash compensation for services rendered to us.

We are not prohibited from paying

any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates,

for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following

payments, all of which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the

Trust Account:

of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses pursuant

to the IPO Promissory Note;

for office space, utilities and secretarial and administrative support made available to us by an affiliate of our Sponsor, in an

amount equal to $10,000 per month, pursuant to the Administrative Services Agreement;

for office space, utilities and secretarial and administrative support made available to us by an affiliate of our Sponsor, in an

amount equal to $20,000 per month, pursuant to the New Administrative Services Agreement;

of consulting, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the

consummation of our initial Business Combination;

engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination

and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for

comparable transactions;

reimbursement

for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination;

of Working Capital Loans, including the 2026 Note.

Up to $1,500,000 of such Working Capital Loans may be convertible into warrants

of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender or on such other terms as may

be approved by the Board, and shareholders, if required pursuant to applicable law.

Except for the foregoing, the terms of such Working

Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans.

the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting

or management fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in

the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business

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 proposed initial Business Combination,

because the directors of the post-combination business will be responsible for determining executive officer and director compensation.

compensation to be paid to our executive officers 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

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 officers and directors 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 to retain their positions with us may influence our Management’s motivation in identifying or selecting

a target business, but we do not believe that the ability of our Management to remain with us after the consummation of our initial Business

Combination will be a determining factor in our decision to proceed with any potential Business Combination.

We are not party to any

agreements with our officers and directors that provide for benefits upon termination of employment.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth

information regarding the beneficial ownership of our Ordinary Shares as of March 31, 2025 based on information obtained from the persons

named below, with respect to the beneficial ownership of Ordinary Shares, 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 that beneficially owns our Ordinary Shares;

all our executive officers and directors as a group.

In the table below, percentage

ownership is based on 30,666,667 of our Ordinary Shares, consisting of (i) 23,000,000 Class A Ordinary Shares and (ii) 7,666,667 Class

B Ordinary Shares, issued and outstanding as of March 31, 2025.

On all matters to be voted upon, except for (x) the election of directors

of the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands (including any special resolution required to

amend our Amended and Restated Memorandum or to adopt new constitutional documents, in each case, as a result of our approving a transfer

by way of continuation in a jurisdiction outside the Cayman Islands), holders of the Class A Ordinary Shares and Class B Ordinary Shares

vote together as a single class, unless otherwise required by applicable law.

Currently, all of the Class B Ordinary Shares are convertible

into Class A Ordinary Shares on a one-for-one basis.

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 the Private Placement Warrants as these Private

Placement Warrants are not exercisable within 60 days of the date of this Report.

following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 27, 2026 based on

information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:

known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;

our executive officers and directors that beneficially owns our Ordinary Shares;

executive officers and directors as a group.

the table below, percentage ownership is based on 30,666,667 of our Ordinary Shares, consisting of (i) 23,000,000 Class A Ordinary Shares

and (ii) 7,666,667 Class B Ordinary Shares, issued and outstanding as of March 27, 2026.

On all matters to be voted upon, except for

(x) the election of directors of the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands (including any

special resolution required to amend our Amended and Restated Memorandum or to adopt new constitutional documents, in each case, as a

result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands), holders of the Class A Ordinary

Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law.

Currently, all of the

Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis.

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 the Private Placement Warrants

as these Private Placement Warrants are not exercisable within 60 days of the date of this Report.

Class A Ordinary Shares

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SIM Sponsor 1 LLC (2)(3)

Erich Spangenberg (2)(3)

Christopher Devall

David Kutcher

Delos Marshall (“Toby”) Cosgrove, M.D.

Janine Grasso (2)

Vincent Capone (2)

All officers and directors as a group (five persons)

Anthony Hayes

Jarrett Gorlin

All current officers and directors as a group (six persons)

Other 5% Shareholders

MMCAP Parties (4)

Magnetar Parties (4)

2 unchanged sentences

AQR Parties (7)

Goldman Sachs Parties (9)

Barclays PLC (10)

Westchester Capital Management, LLC (8)

Picton Mahoney Asset Management (9)

* less than 1%

(1) Unless otherwise noted, the principal business address of each of the following entities or individuals

is c/o SIM Acquisition Corp.

I, 78 SW 7 th Street, Suite 500, Miami, Florida 33130.

(2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares.

will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial

Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment.

(3) SIM Sponsor 1 LLC, our Sponsor, is the record holder of such Ordinary Shares.

Erich Spangenberg and David

Kutcher are the managing members of Conroy Partners LLC, which is the managing member of SIM Sponsor 1 LLC, and hold indirect voting and

investment discretion with respect to the Ordinary Shares held of record by the Sponsor.

Each of Messrs.

Spangenberg and Kutcher disclaims

any beneficial ownership of the securities held by SIM Sponsor 1 LLC other than to the extent of any pecuniary interest he may have therein,

directly or indirectly.

(4) According to a Schedule 13G/A filed with the SEC on February 10, 2025 by (i) MMCAP International Inc.

SPC, a Cayman Island segregated portfolio company (“MMCAP”), and (ii) MM Asset Management Inc., a Canadian corporation (“MM

Asset” and together with MMCAP, the “MCCAP Parties”).

The principal business address of MMCAP is c/o Mourant Governance

Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O.

Box 1348 Grand Cayman, KY1-1108, Cayman Islands.

The principal business

address of MM Asset is 161 Bay Street, TD Canada Trust Tower, Suite 2240, Toronto, ON, M5J 2S1, Canada.

(5) According to a Schedule 13G filed with the SEC on November 6, 2024 by (i) Magnetar Financial LLC, a Delaware

limited liability company (“Magnetar Financial”), (ii) Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar

Capital Partners”), (iii) Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and

(iv) David J.

Snyderman, a citizen of the United States (“Mr.

Snyderman”, collectively with Magnetar Financial, Magnetar Capital

Partners and Supernova Management, the “Magnetar Parties”), in connection with Public Shares held for the following funds

(collectively, the Magnetar Funds”) (a) Magnetar Constellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund

Ltd, Purpose Alternative Credit Fund Ltd, all Cayman Islands exempted companies and (b) Magnetar Structured Credit Fund, LP, a Delaware

limited partnership and Magnetar Alpha Star Fund LLC, Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund - T LLC, all Delaware

limited liability companies.

Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial

exercises voting and investment power over the Public Shares held for the Magnetar Funds’ accounts.

Magnetar Capital Partners serves

as the sole member and parent holding company of Magnetar Financial.

Unless otherwise noted,

the principal business address of each of the following entities or individuals is c/o SIM Acquisition Corp.

I, 725 Fifth Avenue,

22nd Floor, New York, NY 10022.

Interests shown consist

solely of Founder Shares, classified as Class B Ordinary Shares.

Such shares will automatically convert into Class A Ordinary

Shares concurrently with or immediately following the consummation of our initial Business Combination or earlier at the option of

the holder on a one-for-one basis, subject to adjustment.

SIM Sponsor 1 LLC, our

Sponsor, is the record holder of such Ordinary Shares.

Eric Newman is the manager of Conroy Partners LLC, which is the managing member

of SIM Sponsor 1 LLC, and holds indirect voting and investment discretion with respect to the Ordinary Shares held of record by the

Newman disclaims any beneficial ownership of the securities held by SIM Sponsor 1 LLC other than to the extent of any

pecuniary interest he may have therein, directly or indirectly.

According to a Schedule

13G filed with the SEC on November 6, 2024 by (i) Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”),

(ii) Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), (iii) Supernova Management

LLC, a Delaware limited liability company (“Supernova Management”), and (iv) David J.

Snyderman, a citizen of the United

Snyderman”, collectively with Magnetar Financial, Magnetar Capital Partners and Supernova Management, the

“Magnetar Parties”), in connection with Public Shares held for the following funds (collectively, the Magnetar Funds”)

(a) Magnetar Constellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund Ltd, Purpose Alternative Credit Fund

Ltd, all Cayman Islands exempted companies and (b) Magnetar Structured Credit Fund, LP, a Delaware limited partnership and Magnetar

Alpha Star Fund LLC, Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund - T LLC, all Delaware limited liability companies.

Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment

power over the Public Shares held for the Magnetar Funds’ accounts.

Magnetar Capital Partners serves as the sole member and

parent holding company of Magnetar Financial.

Supernova Management is the general partner of Magnetar Capital Partners.

The manager of Supernova Management is Mr.

The principal business address of each of the Magnetar Parties is 1603 Orrington

Avenue, 13th Floor, Evanston, Illinois 60201.

(6) According to a Schedule 13G/A filed with the SEC on February 14, 2025 by Karpus Management, Inc., a New

York corporation d/b/a Karpus Investment Management (“Karpus”).

Karpus is a registered investment adviser and the Public Shares

are owned directly by the accounts managed by Karpus.

of Supernova Management is Mr.

The principal business address of each of the Magnetar Parties is 1603 Orrington Avenue,

13th Floor, Evanston, Illinois 60201.

According to a Schedule

13G/A filed with the SEC on August 14, 2025 by Karpus Management, Inc., a New York corporation d/b/a Karpus Investment Management

Karpus is a registered investment adviser and the Public Shares are owned directly by the accounts managed

The principal business address of Karpus is 183 Sully’s Trail, Pittsford, New York 14534.

(7) According to a Schedule 13G filed with the SEC on November 14, 2024 by (i) First Trust Merger Arbitrage

Fund, a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act (“VARBX”),

(ii) First Trust Capital Management L.P., an investment adviser registered with the SEC that provides investment advisory services to

certain client accounts, including VARBX (“FTCM”), (iii) First Trust Capital Solutions L.P., a Delaware limited partnership

and control person of FTCM (“FTCS”), and (iv) FTCS Sub GP LLC, a Delaware limited liability company and control person of

FTCM (“Sub GP” and collectively, with VARBX, FTCM and FTCS, the “First Trust Parties”).

As investment adviser

to the certain client accounts, FTCM has the authority to invest the funds of certain client accounts, as well as the authority to purchase,

vote and dispose of securities.

As of September 30, 2024, VARBX owned 1,625,271 Public Shares, while FTCM, FTCS and Sub GP collectively

owned 1,820,000 Public Shares.

According to a Schedule

13G filed with the SEC on November 14, 2024 by (i) First Trust Merger Arbitrage Fund, a series of Investment Managers Series Trust

II, an investment company registered under the Investment Company Act (“VARBX”), (ii) First Trust Capital Management

L.P., an investment adviser registered with the SEC that provides investment advisory services to certain client accounts, including

VARBX (“FTCM”), (iii) First Trust Capital Solutions L.P., a Delaware limited partnership and control person of FTCM (“FTCS”),

and (iv) FTCS Sub GP LLC, a Delaware limited liability company and control person of FTCM (“Sub GP” and collectively,

with VARBX, FTCM and FTCS, the “First Trust Parties”).

As investment adviser to the certain client accounts, FTCM has

the authority to invest the funds of certain client accounts, as well as the authority to purchase, vote and dispose of securities.

As of September 30, 2024, VARBX owned 1,625,271 Public Shares, while FTCM, FTCS and Sub GP collectively owned 1,820,000 Public Shares.

FTCS and Sub GP may be deemed to control FTCM.

FTCS and Sub GP do not own any Public Shares for their own

The principal business address of FTCM, FTCS and Sub GP is 225 W.

FTCS and Sub GP do not own any Public Shares for their own accounts.

The principal

business address of FTCM, FTCS and Sub GP is 225 W.

Wacker Drive, 21 st Floor, Chicago, Illinois 60606.

The principal business address of VARBX is 235 West Galena Street, Milwaukee, Wisconsin 53212.

(8) According to a Schedule 13G filed with the SEC on November 13, 2024 by (i) AQR Capital Management, LLC,

a Delaware limited liability company (“AQR Capital”), (ii) AQR Capital Management Holdings, LLC, a Delaware limited liability

company “(AQR Holdings”), and (iii) AQR Arbitrage, LLC a Delaware limited liability company (“ACR Arbitrage”,

collectively with AQR Capital and AQR Holdings, the “AQR Parties”).

The principal business address of each of the AQR Parties

is One Greenwich Plaza, Greenwich, Connecticut 06830.

(9) According to a Schedule 13G filed with the SEC on November 12, 2024 by (i) the Goldman Sachs Group, Inc.,

a Delaware corporation (“Goldman Inc.”), and (ii) Goldman Sachs & Co.

LLC, a New York limited liability company (“Goldman

LLC, together with Goldman Inc., the “Goldman Sachs Parties”).

The principal business address of each of the Goldman Sachs

Parties is 200 West Street, New York, New York 10282.

(10) According to a Schedule 13G/A filed with the SEC on March 21, 2025

by Barclays PLC, a public limited company of the United Kingdom (“Barclays”).

The principal business address of Barclays is

1 Churchill Place, London, E14 5HP, United Kingdom.

(11) According to a Schedule 13G/A filed with the SEC on February 10, 2025 by Picton Mahoney Asset Management,

a citizen of Canada (“Picton”).

The principal business address of Picton is 33 Yonge Street, #320, Toronto, ON M5E 1G4, Canada.

Securities Authorized for Issuance under Equity

Compensation Plans

Changes in Control

The principal

business address of VARBX is 235 West Galena Street, Milwaukee, Wisconsin 53212.

According to a Schedule

13G filed with the SEC on May 14, 2025 by (i) AQR Capital Management, LLC, a Delaware limited liability company (“AQR Capital”),

(ii) AQR Capital Management Holdings, LLC, a Delaware limited liability company “(AQR Holdings”), and (iii) AQR Arbitrage,

LLC a Delaware limited liability company (“ACR Arbitrage”, collectively with AQR Capital and AQR Holdings, the “AQR

The principal business address of each of the AQR Parties is One Greenwich Plaza, Greenwich, Connecticut 06830.

According to a Schedule

13G filed with the SEC on August 14, 2025 by Westchester Capital Management, LLC, a Delaware limited liability company.

The principal

business address of Westchester Capital Management, LLC is 100 Summit Lake Drive, Valhalla, NY 10595.

According to a Schedule

13G/A filed with the SEC on August 6, 2025 by Picton Mahoney Asset Management, a citizen of Canada (“Picton”).

The principal

business address of Picton is 33 Yonge Street, #320, Toronto, ON M5E 1G4, Canada.

Authorized for Issuance under Equity Compensation Plans

Certain Relationships and Related Transactions, and Director Independence.

On January 29, 2024, our Sponsor

paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 5,750,000 Founder Shares.

2024, we effected a share dividend of 0.33 shares for each Class B Ordinary Share outstanding, resulting in our Initial Shareholders holding

an aggregate of 7,666,667 Founder Shares (up to 1,000,000 shares of which were subject to forfeiture depending on the extent to which

the Over-Allotment Option was exercised).

The number of Founder Shares

outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 23,000,000

Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent 25% of the outstanding

Ordinary Shares after the Initial Public Offering.

Up to 1,000,000 of the Founder Shares were to be surrendered by our Sponsor for no

consideration depending on the extent to which the Over-Allotment Option was exercised.

A t the closing

of the Initial Public Offering, the underwriters fully exercised the Over-Allotment Option resulting in no Founder Shares being subject

to forfeiture.

January 29, 2024, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for

5,750,000 Founder Shares.

In May 2024, we effected a share dividend of 0.33 shares for each Class B Ordinary Share outstanding, resulting

in our Initial Shareholders holding an aggregate of 7,666,667 Founder Shares (up to 1,000,000 shares of which were subject to forfeiture

depending on the extent to which the Over-Allotment Option was exercised).

number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would

be a maximum of 23,000,000 Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent

25% of the outstanding Ordinary Shares after the Initial Public Offering.

Up to 1,000,000 of the Founder Shares were to be surrendered

by our Sponsor for no consideration depending on the extent to which the Over-Allotment Option was exercised.

the closing of the Initial Public Offering, the underwriters fully exercised the Over-Allotment Option resulting in no Founder Shares

being subject to forfeiture.

In April 2024, our Sponsor transferred 50,000 Founder Shares to each of our independent directors.

Our Sponsor and Cantor, the

representative of the underwriters of the Initial Public Offering, purchased an aggregate of 6,000,000 Private Placement Warrants, each

exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, or $6,000,000

in the aggregate in the Private Placement that closed simultaneously with Initial Public Offering and pursuant to the Private Placement

Warrants Purchase Agreements.

Of those 6,000,000 Private Placement Warrants, our Sponsor purchased 4,000,000 Private Placement Warrants

and Cantor purchased 2,000,000 Private Placement Warrants.

The Private Placement Warrants are identical to the Public Warrants, except

that, so long as they are held by our Sponsor or Cantor or their permitted transferees, the Private Placement Warrants (i) may not (including

the Class A Ordinary Shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred,

assigned or sold by the holders until 30 days after the completion of our initial Business Combination, (ii) will be entitled to registration

rights and (iii) with respect to Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than five

years from the commencement of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8).

Prior to or in connection

with the completion of our initial Business Combination, there may be payment by our Company to our Sponsor, officers or directors, or

our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to

effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination,

will be paid from funds held outside the Trust Account.

on July 10, 2024, and until completion of our initial Business Combination or liquidation, we pay an affiliate of our Sponsor $10,000

per month for c ertain office space, utilities and secretarial and administrative support pursuant to the Administrative

On September 4, 2025, Jannine Grasso resigned as an independent director, and as a member of the audit committee and compensation committee

of the Board, effective immediately.

In connection with the resignation, she transferred back 60,000 Founder Shares to the Sponsor.

Sponsor and Cantor, the representative of the underwriters of the Initial Public Offering, purchased an aggregate of 6,000,000 Private

Placement Warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per Private Placement

Warrant, or $6,000,000 in the aggregate in the Private Placement that closed simultaneously with Initial Public Offering.

Of those 6,000,000

Private Placement Warrants, our Sponsor purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement

The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by our Sponsor or

Cantor or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon

exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders

until 30 days after the completion of our initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect

to Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than five years from the commencement

of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8).

to or in connection with the completion of our initial Business Combination, there may be payment by our Company to our Sponsor, officers

or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they

render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial

Business Combination, will be paid from funds held outside the Trust Account.

on July 10, 2024, and terminated on January 28, 2026, we paid an affiliate of our Sponsor $10,000 per month for c ertain

office space, utilities and secretarial and administrative support pursuant to the Administrative

Services Agreement.

6 unchanged sentences

and the IPO Promissory Note is no longer accessible.

In addition, in order to finance

transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of

our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis.

If we complete an

initial Business Combination, we would repay such Working Capital Loans.

In the event that the initial Business Combination does not close,

we may use amounts held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be

used for such repayment.

Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post-Business

Combination entity at a price of $1.00 per warrant at the option of the lender.

Such warrants would be identical to the Private Placement

Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements

exist with respect to such Working Capital Loans.

Prior to the completion of our initial Business Combination, we do not expect to seek

loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such

funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

Any of the foregoing payments

to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans prior to our initial Business Combination

will be made using funds held outside the Trust Account.

We have until July 11, 2026

or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business Combination.

If we anticipate

that we may be unable to consummate our initial Business Combination within the Combination Period, we may seek shareholder approval to

amend our Amended and Restated Memorandum to extend the date by which we must consummate our initial Business Combination.

shareholder approval for such an extension, Public Shareholders will be offered an opportunity to redeem their 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 thereon (less

taxes payable), divided by the number of then issued and outstanding Public Shares, subject to applicable law.

After our initial Business

Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company

with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer

materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution

of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as

it will be up to the directors of the post-combination business to determine executive and director compensation.

Pursuant to the Registration

Rights Agreement, the holders of the (i) Founder Shares, (ii) Private Placement Warrants and (iii) warrants that may be

issued upon conversion of Working Capital Loans (and in each case holders of their underlying securities,

as applicable) have registration rights to require us to register a sale of any of our securities held by them and any other securities

of our Company acquired by them prior to the consummation of our initial Business Combination (in

January 28, 2026, the Buyers acquired all of the membership interests in the Sponsor owned by the non-managing members of the Sponsor

pursuant to a securities purchase agreement.

Simultaneously with such transaction, the Buyers also acquired all of the membership interests

of Conroy Partners LLC, the managing member of the Sponsor, pursuant to a member interest purchase agreement.

As a result of the foregoing

transactions, the Buyers own all of the membership interests in the Sponsor.

The Sponsor also acquired from Cantor 2,000,000 private

placement warrants of the Company owned by Cantor pursuant to a securities purchase agreement.

connection with the consummation of the Sponsor Acquisition, on January 28, 2026, Erich Spangenberg resigned as the Chairman of the Board

and as the Chief Executive Officer of the Company, effective as of the closing of the Sponsor Acquisition.

Cosgrove, MD and

Vincent Capone resigned as directors of the Board and as members of audit and compensation committees of the Board, effective as of the

closing of the Sponsor Acquisition.

January 28, 2026, in connection with the Sponsor Acquisition, Christopher Devall was appointed as Chief Executive Officer of the Company.

In addition, Anthony Hayes (as Chairman), Jarrett Gorlin, Matthew Saker, and Kyle Haug were appointed to serve as our Board of Directors,

which changes became effective on March 7, 2026.

January 28, 2026, we and the Sponsor entered into the Fee Reduction Agreement with Cantor, as representative of the several underwriters

for the Company’s initial public offering consummated on July 11, 2024.

to the Underwriting Agreement, Cantor was previously entitled to receive the Original Deferred Fee upon the consummation of the Company’s

initial business combination.

Pursuant to the Fee Reduction Agreement, and subject to the consummation of a business combination, Cantor

has instead agreed to receive, the Reduced Deferred Fee.

Reduced Deferred Fee will be payable upon the closing of the Company’s initial business combination.

If the Company (or its successor)

fails to pay the Reduced Deferred Fee in full at such time, Cantor may elect to require the Company to pay the full amount of the Original

Deferred Fee in cash.

addition, if the Company or the Sponsor becomes entitled to receive any break-up, termination or similar fee in connection with a proposed

business combination that is terminated, abandoned or otherwise not consummated, 50% of the amount of such fee shall be applied toward

payment of the Reduced Deferred Fee, subject to certain limitations set forth in the Fee Reduction Agreement.

January 28, 2026, the Administrative Services Agreement, dated July 9, 2024, by and between the Company and SIM Management LP, an affiliate

of the Sponsor, was terminated, and any accrued obligations under the Administrative Services Agreement were waived.

March 18, 2026, the Company and Dominari Holdings Inc.

entered into the New Administrative Services Agreement.

Hayes is the Chairman

and Chief Executive Officer of Dominari.

addition, in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate

of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest

If we complete an initial Business Combination, we would repay such Working Capital Loans.

In the event that the initial Business

Combination does not close, we may use amounts held outside the Trust Account to repay such Working Capital Loans, but no proceeds from

our Trust Account would be used for such repayment.

Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement

Warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender or on such other terms as

may be approved by the Board, and shareholders, if required pursuant to applicable law.

Except as set forth above, the terms of such

Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans.

to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate

of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights

to seek access to funds in our Trust Account.

on March 18, 2026 the Company entered into the 2026 Note.

Pursuant to the 2026 Note, the interest rate is 12% per annum, based on actual

days / 360 and there is a 5.0% original issue discount (OID).

The 2026 Note is due and payable upon the earlier to occur of:

initial Business Combination, or (2) our liquidation.

of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans prior to our initial

Business Combination will be made using funds held outside the Trust Account.

have until July 11, 2026 or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business

If we anticipate that we may be unable to consummate our initial Business Combination within the Combination Period, we

may seek shareholder approval to amend our Amended and Restated Memorandum to extend the date by which we must consummate our initial

Business Combination.

If we seek shareholder approval for such an extension, Public Shareholders will be offered an opportunity to redeem

their 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 thereon (less taxes payable), divided by the number of then issued and outstanding Public Shares, subject to applicable

our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees

from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy

solicitation or tender offer materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation

will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial

Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director

compensation.

to the Registration Rights Agreement, the holders of the (i) Founder Shares, (ii) Private Placement Warrants and (iii) warrants

that may be issued upon conversion of Working Capital Loans (and in each case holders of their

underlying securities, as applicable) have registration rights to require us to register a sale of any of our securities held

by them and any other securities of our Company acquired by them prior to the consummation of our initial Business Combination (in

the case of the Founder Shares, only after conversion to our Class A Ordinary Shares).

10 unchanged sentences

with the filing of any such registration statements.

Our Sponsor, directors and

officers have also entered into the Letter Agreement, with us, pursuant to which, they have waived their rights to liquidating distributions

from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within

the Combination Period.

However, if our Sponsor, directors and officers acquire Public Shares in or after the Initial Public Offering,

they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our

initial Business Combination within the Combination Period.

Additionally, pursuant to

the Letter Agreement, they will not propose any amendment to our Amended and Restated Memorandum (i) to modify the substance or timing

of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we

do not complete our initial Business Combination within the Combination Period or (ii) with respect to any other material provisions relating

to shareholders’ rights or pre-initial Business Combination activity, in each case, unless we provide our Public Shareholders with

the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the

aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously

Sponsor, directors and officers have also entered into the Letter Agreement, with us, pursuant to which, they have waived their rights

to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial

Business Combination within the Combination Period.

However, if our Sponsor, directors and officers acquire Public Shares in or after

the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares

if we fail to complete our initial Business Combination within the Combination Period.

Additionally,

pursuant to the Letter Agreement, they will not propose any amendment to our Amended and Restated Memorandum (i) to modify the substance

or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares

if we do not complete our initial Business Combination within the Combination Period or (ii) with respect to any other material provisions

relating to shareholders’ rights or pre-initial Business Combination activity, in each case, unless we provide our Public Shareholders

with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to

the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously

released to us to pay our taxes, divided by the number of then outstanding Public Shares.

Director Independence

Nasdaq rules 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 who, in the opinion of the company’s board of directors, has no material relationship with the

listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

rules 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 who, in the opinion of the company’s board of directors, has no material relationship

with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the

We have three “independent directors” as defined in Nasdaq rules and applicable SEC rules.

Our Board of Directors has determined

Cosgrove, Ms.

Grasso, and Mr.

Capone are “independent directors” as defined in Nasdaq listing standards

and applicable SEC rules.

Our Board of Directors

has determined that Messrs.

Saker, Gorlin and Haug are “independent directors” as defined in Nasdaq listing standards and

applicable SEC rules.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Principal Accountant Fees and Services.

The following is a summary

of fees paid or to be paid to Withum for services rendered.

Audit fees consist of fees

for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum

in connection with regulatory filings.

The aggregate fees of Withum for professional services rendered for the audit of our annual financial

statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with

the SEC for the year ended December 31, 2024 totaled approximately $134,680.

The above amount includes interim procedures and audit fees,

as well as attendance at Audit Committee meetings.

Audit-Related Fees

Audit-related fees consist

of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements

and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation

and consultations concerning financial accounting and reporting standards.

We did not pay Withum for any audit-related fees for the year

ended December 31, 2024.

consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

We did not pay Withum

for tax services, planning or advice for the year ended December 31, 2024.

All Other Fees

following is a summary of fees paid or to be paid to Withum for services rendered.

fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally

provided by Withum in connection with regulatory filings.

The aggregate fees of Withum for professional services rendered for the audit

of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other

required filings with the SEC for the periods ended December 31, 2025 and December 31, 2024 totaled approximately $100,000 and $135,000,

respectively.

The above amount includes interim procedures and audit fees, as well as attendance at Audit Committee meetings.

Audit-Related

Audit-related

fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our

financial statements and are not reported under “Audit Fees.” These services include attest services that are not required

by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Withum for any audit-related

fees for the periods ended December 31, 2025 and December 31, 2024.

fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

did not pay Withum for tax services, planning or advice for the periods ended December 31, 2025 and December 31, 2024.

other fees consist of fees billed for all other services.

We did not pay Withum for any other services for the year ended

December 31, 2024.

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 performed and 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

did not pay Withum for any other services for the periods ended December 31, 2025 and December 31, 2024.

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 performed and 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).

Exhibit and Financial Statement Schedules.

The following documents are filed as part of this Report:

(1) Financial

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100)

following documents are filed as part of this Report:

Financial Statements

Balance Sheet as of December 31, 2024

Statement of Operations for the period from January 29, 2024 (inception) to December 31, 2024

Statement of Changes in Shareholder’s Equity (Deficit) for the period from January 29, 2024 (inception) to December 31, 2024

Statement of Cash Flows for the period from January 29, 2024 (inception) to December 31, 2024

Notes to Financial Statements

Financial Statement Schedules

All financial statement schedules

are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in

the financial statements and notes thereto beginning on page F-1 of this Report.

We hereby file as part of

this Report the exhibits listed in the attached Exhibit Index.

Exhibits that are incorporated herein by reference can be inspected on

the SEC website at www.sec.gov.

of Independent Registered Public Accounting Firm (PCAOB ID Number #100)

Sheets as of December 31, 2025 and December 31, 2024

of Operations for the year ended December 31, 2025, and for the period from January 29, 2024 (inception) to December 31, 2024

of Changes in Shareholders’ Equity (Deficit) for the year ended December 31, 2025, and for the period from January 29, 2024

(inception) to December 31, 2024

of Cash Flows for the year ended December 31, 2025, and for the period from January 29, 2024 (inception) to December 31, 2024

to Financial Statements

Statement Schedules

financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required

information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits that are incorporated herein by reference

can be inspected on the SEC website at www.sec.gov.

Form 10-K Summary.

Omitted at our Company’s

SIM ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID #100)

Financial Statements:

Balance Sheet as of December 31, 2024

Statement of Operations for the period from January 29, 2024 (inception) to December 31, 2024

Statement of Changes in Shareholder’s Equity (Deficit) for the period from January 29, 2024 (inception) to December 31, 2024

Statement of Cash Flows for the period from January 29, 2024 (inception) to December 31, 2024

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and the Board of Directors

SIM Acquisition Corp.

at our Company’s option.

ACQUISITION CORP.

TO FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm (PCAOB ID #100)

Sheets as of December 31, 2025 and December 31, 2024

of Operations for the year ended December 31, 2025, and for the period from January 29, 2024 (inception) to December 31, 2024

of Changes in Shareholders’ Equity (Deficit) for the year ended December 31, 2025, and for the period from January 29, 2024

(inception) to December 31, 2024

of Cash Flows for the year ended December 31, 2025, and for the period from January 29, 2024 (inception) to December 31, 2024

to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and the Board of Directors of

Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet

of SIM Acquisition Corp.

I (the “Company’) as of December 31, 2024, and the related statements of operations, changes in shareholders’

equity (deficit) and cash flows for the period from January 29, 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, 2024, and the results of its operations and its cash flows for the period from

January 29, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States

We have audited the accompanying balance sheets of SIM Acquisition Corp.

I (the “Company’) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ equity (deficit) and cash flows for the year ended December 31, 2025 and for the period from January 29, 2024 (inception) to December 31, 2024, and the related notes to financial statements (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 from January 29, 2024 (inception) to December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by July 11, 2026, then the Company will cease all operations except for the purpose of liquidating.

The liquidity condition and date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

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 audit.

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 audit 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 audit, 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.

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 audit 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 audit 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.

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 audit 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 audit provides a reasonable basis for our opinion.

We have served as the Company’s auditor since

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/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2024.

New York, New York

2 unchanged sentences

SIM ACQUISITION CORP.

BALANCE SHEET

BALANCE SHEETS

Current Assets

Cash $ 65,427 $ 697,085

Prepaid Expenses 205,000 127,200

2 unchanged sentences

Cash and Marketable Securities Held in Trust Account 245,118,303 235,322,812

$ 236,327,097

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Total Assets $ 245,388,730 $ 236,327,097

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

Current liabilities

5 unchanged sentences

Total Liabilities 11,254,592 10,982,609

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.11 per share

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.65 and $ 10.23 per share as of December 31, 2025 and December 31, 2024, respectively 245,018,303 235,222,812

Shareholders’ Deficit

Preference shares, $ .0001 par value, 5,000,000 shares authorized;

none issued or outstanding

none issued or outstanding as of December 31, 2025 and December 31, 2024 - -

Class A ordinary shares, $ .0001 par value, 500,000,000 shares authorized;

none issued or outstanding (Excluding 23,000,000 Class A Ordinary shares to possible redemption)

none issued or outstanding (Excluding 23,000,000 Class A Ordinary shares to possible redemption) as of December 31, 2025 and December 31, 2024 - -

Class B ordinary shares, $ .0001 par value, 50,000,000 shares authorized;

7,666,667 shares issued and outstanding

7,666,667 shares issued and outstanding as of December 31, 2025 and December 31, 2024 767 767

Accumulated Deficit ( 10,884,932 ) ( 9,879,091 )

( 9,879,091 )

Total Shareholders’ Deficit ( 10,884,165 ) ( 9,878,324 )

( 9,878,324 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

$ 236,327,097

The accompanying notes

are an integral part of this financial statement.

TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT $ 245,388,730 $ 236,327,097

accompanying notes are an integral part of these financial statements.

SIM ACQUISITION CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JANUARY 29, 2024

(INCEPTION) TO DECEMBER 31, 2024

Formation and operation costs

$ ( 575,708 )

STATEMENTS OF OPERATIONS

January 29, 2024

(inception) to

General and administrative expenses $ ( 1,005,841 ) $ ( 575,708 )

Loss from Operations ( 1,005,841 ) ( 575,708 )

$ ( 575,708 )

Interest earned on cash and

marketable securities held in Trust Account

Other income (loss), net

Interest earned on cash and marketable securities held in Trust Account 9,795,490 5,322,812

Total Other income 9,795,490 5,322,812

Net income $ 8,789,649 $ 4,747,104

Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 23,000,000 11,840,237

and diluted net income per ordinary share, Class A, ordinary shares

subject to possible redemption

Basic and diluted net income per ordinary share, Class A, ordinary shares subject to possible redemption $ 0.29 $ 0.25

Weighted average shares outstanding, Class B non-redeemable ordinary shares 7,666,667 7,181,460

Basic and diluted net income per share, Class B non-redeemable ordinary shares $ 0.29 $ 0.25

The accompanying notes are an integral

part of this financial statement.

accompanying notes are an integral part of these financial statements.

SIM ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDER’S

EQUITY (DEFICIT)

FOR THE PERIOD FROM JANUARY 29, 2024

(INCEPTION) TO DECEMBER 31, 2024

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE YEAR ENDED DECEMBER 31, 2025

AND FOR THE PERIOD FROM JANUARY 29 (INCEPTION) TO DECEMBER 31, 2024

Ordinary Shares

Total Shareholder’s

Additional Paid-in

Total Shareholders’

Balance - January 1, 2025 - $ - 7,666,667 $ 767 $ - $ ( 9,879,091 ) $ ( 9,878,324 )

Accretion for Class A ordinary shares subject to redemption amount - - - - - ( 9,795,490 ) ( 9,795,490 )

Net Income - - - - - 8,789,649 8,789,649

Balance - December 31, 2025 - $ - 7,666,667 $ 767 $ - $ ( 10,884,932 ) $ ( 10,884,165 )

Balance - January 29, 2024 (inception) - $ - - $ - $ - $ - $ -

4 unchanged sentences

Accretion for Class A ordinary shares subject to redemption amount - - - - ( 7,514,182 ) ( 14,626,195 ) ( 22,140,377 )

( 7,514,182 )

( 14,626,195 )

( 22,140,377 )

Net Income - - - - - 4,747,104 4,747,104

Balance - December 31, 2024 - $ - 7,666,667 $ 767 $ - $ ( 9,879,091 ) $ ( 9,878,324 )

$ ( 9,879,091 )

$ ( 9,878,324 )

The accompanying notes are an integral part of this financial

accompanying notes are an integral part of these financial statements.

SIM ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 29, 2024

(INCEPTION) TO DECEMBER 31, 2024

STATEMENTS OF CASH FLOWS

January 29, 2024

(inception) to

Cash Flows from Operating Activities

Net income $ 8,789,649 $ 4,747,104

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

Interest earned on cash and marketable securities held in Trust Account ( 9,795,490 ) ( 5,322,812 )

( 5,322,812 )

Formation Costs paid by Sponsor in exchange for issuance of Class B ordinary shares - 6,364

Change in deferred operating costs - -

Changes in operating assets and liabilities

Increase (decrease) in cash attributable to Prepaid Expense

Increase (decrease) in cash attributable to Accounts Payable and Accrued Expenses

Increase in cash attributable to Prepaid Expense 102,200 ( 307,200 )

Increase in cash attributable to Accounts Payable and Accrued Expenses 271,983 32,609

Net cash used in operating activities ( 631,658 ) ( 843,935 )

1 unchanged sentence

Investment of Cash in Trust Account - ( 230,000,000 )

( 230,000,000 )

Net cash used in investing activities - ( 230,000,000 )

( 230,000,000 )

Cash Flows from Financing Activities

Promissory note - related party - 260,000

Proceeds from sale of units at gross 230,000,000 , net of underwriting discounts paid

Proceeds from sale of units 23,000,000 , net of underwriting discounts paid - 226,000,000

Proceeds from sale of Private Placement at gross amount - 6,000,000

1 unchanged sentence

Payment of Offering Costs - ( 421,480 )

Net cash provided by operating financing activities

Net increase in cash

Net cash provided by financing activities - 231,541,020

Net increase (decrease) in cash ( 631,658 ) 697,085

Cash at beginning of the period 697,085 -

5 unchanged sentences

Deferred Underwriter Commissions $ - $ 10,950,000

The accompanying notes are an integral part of this financial

SIM ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Note 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

1 unchanged sentence

SIM Acquisition Corp.

I (the “Company”)

was incorporated as a Cayman Islands exempted company on January 29, 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”).

As of December 31, 2024, the Company has not commenced

any operations.

All activity for the period from January 29, 2024 (inception) to December 31, 2024 relates to the Company’s formation

and the Initial Public Offering (as defined below) and the search for a prospective initial business combination.

The Company will not

generate any operating revenues until after the completion of its Business Combination, at the earliest.

The Company will generate non-operating

income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.

has selected December 31 as its fiscal year end.

I (the “Company”) was incorporated as a Cayman Islands exempted company on January 29, 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”).

As of December 31, 2025, the Company has not commenced any operations.

All activity for the period from inception to December 31, 2025 relates to the Company’s formation and the Initial Public Offering (as defined below) and the search for a prospective initial business combination.

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

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.

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

Sponsor and Initial Public Offering

The Company’s sponsor is SIM Sponsor 1 LLC,

a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s

Initial Public Offering was declared effective on July 9, 2024.

On July 11, 2024, the Company consummated the Initial Public Offering

of 23,000,000 units (each, a “Unit” and collectively, the “Units”) at $ 10.00 per Unit, which included the

full exercise of the underwriters’ over-allotment option in the amount of 3,000,000 Units at $ 10.00 per unit which is discussed

in Note 3 (the “Initial Public Offering”), and the sale of 6,000,000 warrants (the “Private Placement Warrants”,

to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public Offering, at a price of $ 1.00

per Private Placement Warrant in a private placement that closed simultaneously with the Initial Public Offering.

Of those 6,000,000 Private

Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor Fitzgerald & Co.

purchased 2,000,000 Private

Placement Warrants.

Each whole Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $ 11.50 per

Transaction costs amounted to $ 15,427,616 consisting

of $ 4,000,000 of cash underwriting fee, $ 10,950,000 of deferred underwriting fee, and $ 477,616 of other offering costs.

The Company’s sponsor is SIM Sponsor 1 LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s Initial Public Offering was declared effective on July 9, 2024.

On July 11, 2024, the Company consummated the Initial Public Offering of 23,000,000 units (each, a “Unit” and collectively, the “Units”) at $ 10.00 per Unit, which included the full exercise of the underwriters’ over-allotment option in the amount of 3,000,000 Units at $ 10.00 per unit which is discussed in Note 3 (the “Initial Public Offering”), and the sale of 6,000,000 warrants (the “Private Placement Warrants”, to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public Offering, at a price of $ 1.00 per Private Placement Warrant in a private placement that closed simultaneously with the Initial Public Offering.

Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor Fitzgerald & Co.

purchased 2,000,000 Private Placement Warrants.

Each whole Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $ 11.50 per share.

Transaction costs amounted to $ 15,427,616 consisting of $ 4,000,000 of cash underwriting fee, $ 10,950,000 of deferred underwriting fee, and $ 477,616 of other offering costs.

The Trust Account

Upon consummation of the Initial Public Offering,

management placed an aggregate of $ 230,000,000 of the proceeds from the Units sold in the Initial Public Offering and the proceeds of

the private placement of the Private Placement Warrants, in a United States-based trust account (the “Trust Account”) and

invested the proceeds in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act.

will be held in this manner until the earlier of (i) the consummation of the Company’s Business Combination (ii) the redemption

of any ordinary shares included in the Units being sold in the Initial Public Offering that have been properly tendered in connection

with a shareholder vote to amend the Company’s Amended and Restated Memorandum to modify the substance or timing of its obligation

to redeem 100 % of such ordinary shares if it does not complete the Business Combination within 24 months from the closing of the Initial

Public Offering (the “Completion Window”);

and (iii) the Company’s failure to consummate a Business Combination within

the prescribed time.

Upon consummation of the Initial Public Offering, management placed an aggregate of $ 230,000,000 of the proceeds from the Units sold in the Initial Public Offering and the proceeds of the private placement of the Private Placement Warrants, in a United States-based trust account (the “Trust Account”) and invested the proceeds in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act.

The proceeds will be held in this manner until the earlier of (i) the consummation of the Company’s Business Combination (ii) the redemption of any ordinary shares included in the Units being sold in the Initial Public Offering that have been properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum to modify the substance or timing of its obligation to redeem 100 % of such ordinary shares if it does not complete the Business Combination within 24 months from the closing of the Initial Public Offering (the “Completion Window”);

and (iii) the Company’s failure to consummate a Business Combination within the prescribed time.

Placing funds in the Trust Account may not protect those funds from third party claims against the Company.

the Company will seek to have all vendors, service providers (except the Company’s independent registered public accounting firm),

prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to

any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements.

There can be no assurance

that it will be able to satisfy those obligations should they arise.

The remaining net proceeds (not held in the Trust Account) will be

used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

Additionally, certain interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations

and trust administration expenses.

Although the Company will seek to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements.

There can be no assurance that it will be able to satisfy those obligations should they arise.

The remaining net proceeds (not held in the Trust Account) will be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

Additionally, certain interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations and trust administration expenses.

Initial Business Combination

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the

net proceeds of the Initial Public Offering are intended to be generally applied toward consummating a Business Combination.

Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the assets

held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at

the time of the agreement to enter into the Business Combination.

Furthermore, there is no assurance that the Company will be able to

successfully effect a Business Combination.

The Company, after signing a definitive agreement

for the acquisition of a target business, is required to provide shareholders who acquired ordinary shares sold as part of the units in

this offering (“Public Shares”) in the Initial Public Offering (“Public Shareholders”) with the opportunity to

redeem their Public Shares for a pro rata share of the Trust Account.

The holders of the Founder Shares will agree to vote any shares

they then hold in favor of any proposed Business Combination and will waive any conversion rights with respect to these shares and the

shares included in the Private Units pursuant to letter agreements executed in connection with the Initial Public Offering.

In connection with any proposed Business Combination,

the Company will seek shareholder approval of a Business Combination at a meeting called for such purpose at which Public Shareholders

may seek to redeem their Public Shares, regardless of whether they vote for or against the proposed Business Combination.

Alternatively,

the Company may conduct a tender offer and allow redemptions in connection therewith.

If the Company seeks shareholder approval of a Business

Combination, any Public Shareholder voting either for or against such proposed Business Combination or not voting at all will be entitled

to demand that his Public Shares be redeemed for a full pro rata portion of the amount then in the Trust Account (initially $ 10.00 per

share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company or necessary

to pay its taxes and trust administration expenses).

Holders of warrants sold as part of the Units will not be entitled to vote on the

proposed Business Combination and will have no redemption or liquidation rights with respect to the ordinary shares underlying such warrants.

Pursuant to the Company’s Memorandum and

Articles of Association in effect upon consummation of the Initial Public Offering, if the Company is unable to complete its Business

Combination within 24 months from the closing of the Initial Public Offering and such date is not otherwise extended by shareholders,

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 and (iii) as promptly as reasonably possible following such

redemption, subject to the approval of the remaining holders of ordinary shares and the Company’s board of directors, liquidate

and dissolve.

The warrants will expire on liquidation of the Trust Account and the holders of warrants will receive no proceeds in connection

with the liquidation.

The holders of the Founder Shares will not participate in any redemption distribution with respect to their Founder

the Company is unable to complete its Business Combination and expends all of the net proceeds of the Initial Public Offering not deposited

in the Trust Account, without taking into account any interest earned on the Trust Account, the initial per-share redemption price for

ordinary shares was $ 10.00 .

The proceeds deposited in the Trust

Account could, however, become subject to claims of the Company’s creditors that are in preference to the claims of the Company’s

shareholders.

In addition, if the Company is forced to file a bankruptcy or winding up petition or an involuntary bankruptcy or winding

up petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy

or insolvency law, and may be included in its bankruptcy or insolvency estate and subject to the claims of third parties with priority

over the claims of the Company’s ordinary shareholders.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating a Business Combination.

The Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Business Combination.

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

The Company, after signing a definitive agreement for the acquisition of a target business, is required to provide shareholders who acquired ordinary shares sold as part of the units in the Initial Public Offering (“Public Shares”) in the Initial Public Offering (“Public Shareholders”) with the opportunity to redeem their Public Shares for a pro rata share of the Trust Account.

The holders of the Founder Shares will agree to vote any shares they then hold in favor of any proposed Business Combination and will waive any conversion rights with respect to these shares and the shares included in the Private Units pursuant to letter agreements executed in connection with the Initial Public Offering.

In connection with any proposed Business Combination, the Company will seek shareholder approval of a Business Combination at a meeting called for such purpose at which Public Shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the proposed Business Combination.

Alternatively, the Company may conduct a tender offer and allow redemptions in connection therewith.

If the Company seeks shareholder approval of a Business Combination, any Public Shareholder voting either for or against such proposed Business Combination or not voting at all will be entitled to demand that his Public Shares be redeemed for a full pro rata portion of the amount then in the Trust Account (initially $ 10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company or necessary to pay its taxes and trust administration expenses).

Holders of warrants sold as part of the Units will not be entitled to vote on the proposed Business Combination and will have no redemption or liquidation rights with respect to the ordinary shares underlying such warrants.

Pursuant to the Company’s Memorandum and Articles of Association in effect upon consummation of the Initial Public Offering, if the Company is unable to complete its Business Combination within 24 months from the closing of the Initial Public Offering and such date is not otherwise extended by shareholders, 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 and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of ordinary shares and the Company’s board of directors, liquidate and dissolve.

The warrants will expire on liquidation of the Trust Account and the holders of warrants will receive no proceeds in connection with the liquidation.

The holders of the Founder Shares will not participate in any redemption distribution with respect to their Founder Shares.

If the Company is unable to complete its Business Combination and expends all of the net proceeds of the Initial Public Offering not deposited in the Trust Account, without taking into account any interest earned on the Trust Account, the initial per-share redemption price for ordinary shares was $ 10.00 .

The proceeds deposited in the Trust Account could, however, become subject to claims of the Company’s creditors that are in preference to the claims of the Company’s shareholders.

In addition, if the Company is forced to file a bankruptcy or winding up petition or an involuntary bankruptcy or winding up petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in its bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of the Company’s ordinary shareholders.

Therefore, the actual per-share redemption price may be less than approximately $ 10.00 .

Risks and Uncertainties

The United States and global markets are experiencing

volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation

of the conflict in the Middle East.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”)

deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries

have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal

of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.

countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and

to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of the conflict

in the Middle East and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the

United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could

have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable,

they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply

chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect the

global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above-mentioned

factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian

invasion of Ukraine, the escalation of the conflict in the Middle East and subsequent sanctions or related actions, could adversely affect

the Company’s search for a Business Combination and any target business with which the Company may ultimately consummate a Business

Liquidity and Capital Sources

As of December 31, 2024, the Company

had a cash balance of $ 697,085 and a working capital surplus of $ 791,676 .

Further, the Company has incurred and expects to

continue to incur significant costs in pursuit of a Business Combination.

In connection with the Company’s assessment of going

concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of

Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of December 31, 2024, management has

determined that the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the

date of issuance of these financial statements.

The Company cannot assure that its plans to consummate a Business Combination will

be successful or that additional funds from holders of its Founder Shares will be available on attractive terms, if at all.

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control.

The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities.

The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

Liquidity, Capital Sources and Going Concern

As of December 31, 2025, and December 31, 2024, the Company had a cash balance of $ 65,427 and $ 697,085 and a working capital deficit of $ 34,166 and working capital surplus of $ 791,676 , respectively.

Further, the Company has incurred and expects to continue to incur significant costs in pursuit of a Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

It is uncertain that the Company will be able to consummate a Business Combination by July 11, 2026.

If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.

Management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 11, 2026.

In addition, at December 31, 2025, the Company’s cash balance does not exceed its current budgeted operating requirements, and management has concluded that this indicates the Company will not have sufficient liquidity to meet its obligations as they become due within one year after the date these financial statements are issued.

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 (“GAAP”) for annual financial

information and in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X of the U.S.

Securities and Exchange Commission

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for annual financial information and in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X of the U.S.

Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart

Our Business Startups Act of 2012 (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 an emerging

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

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

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 the comparison of the Company’s financial statements with those of another public company that is neither an emerging

growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

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 the comparison of the Company’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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 has $ 697,085 in cash and did

not have any cash equivalents as of December 31, 2024.

Marketable Securities and Cash Held in Trust

At December 31, 2024 the assets held in the Trust

Account, amounting to $ 235,322,812 , were held in a money market fund at Morgan Stanley meeting the conditions under Rule 2(A)-7.

The marketable

securities are classified as trading securities and presented at fair value on the balance sheet.

Gains and losses resulting from the

change in fair value of marketable securities held in the Trust Account are included in interest earned on marketable securities held

in Trust Account in the statements of operations.

For the period from January 29, 2024 (inception) through December 31, 2024, the Company

did not withdraw any interest earned on the Trust Account.

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

The Company has $ 65,427 in cash and did not have any cash equivalents as of December 31, 2025.

Marketable Securities and Cash Held in Trust Account

At December 31, 2025, and December 31, 2024, the assets held in the Trust Account, amounting to $ 245,118,303 and $ 235,322,812 , respectively, were held in a money market fund at Morgan Stanley meeting the conditions under Rule 2(A)-7.

The marketable securities are classified as trading securities and presented at fair value on the balance sheet.

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

For the period from inception through December 31, 2025, the Company did not withdraw any interest earned on the Trust Account.

Offering Costs

The Company complies with the requirements of

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99 and SEC

Staff Accounting Bulletin Topic 5A—“Expenses of Offering.” Deferred offering costs consist principally of professional

and registration fees that are related to the Initial Public Offering.

FASB ASC 470-20, “Debt with Conversion and Other Options,”

addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this

guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the

residual method by allocating Initial Public Offering proceeds first to the assigned value of the warrants and then to the Class A

ordinary shares.

Offering costs allocated to the Class A Ordinary Shares were charged to temporary equity and offering costs allocated

to the Public Warrants and Private Placement Warrants were charged to shareholders’ deficit.

Transaction costs amounted to $ 15,427,616 consisting

of $ 4,000,000 of cash underwriting fee, $ 10,950,000 of deferred underwriting fee, and $ 477,616 of other offering costs.

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

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

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

Offering costs allocated to the Class A Ordinary Shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ deficit.

Transaction costs amounted to $ 15,427,616 consisting of $ 4,000,000 of cash underwriting fee, $ 10,950,000 of deferred underwriting fee, and $ 477,616 of other offering costs.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal

depository insurance coverage of $ 250,000 .

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.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $ 250,000 .

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.

Financial Instruments

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying

amounts represented in the balance sheets, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, 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 for transfer of a liability in an orderly transaction between market participants at the measurement

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives

the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the

lowest priority to unobservable inputs (Level 3 measurements).

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

These tiers include:

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments

in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or

indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments

in markets that are not active;

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring

an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs

or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within

different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair

value hierarchy based on the lowest level input that is significant to the fair value measurement.

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

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

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

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

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

Use of Estimates

The preparation of the financial statements in

conformity with U.S.

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 and the reported amounts of expenses and deferred offering

costs 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.

The preparation of the financial statements in conformity with U.S.

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 and the reported amounts of expenses and deferred offering costs 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.

Actual results could differ from those estimates.

Net Income Per Ordinary Share

The Company complies with the accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, (i) redeemable Class A Ordinary

Shares and (ii) non-redeemable Class B Ordinary Shares (the “Class B Ordinary Shares, and together with the Class A Ordinary Shares,

the “Ordinary Shares”).

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, (i) redeemable Class A Ordinary Shares and (ii) non-redeemable Class B Ordinary Shares (the “Class B Ordinary Shares, and together with the Class A Ordinary Shares, the “Ordinary Shares”).

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

Net income per Ordinary Share

is calculated by dividing the net income by the weighted average number of Ordinary Shares outstanding for the respective period.

The calculation of diluted net income does not

consider the effect of the Public Warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants

to purchase an aggregate of 28,750,000 Class A Ordinary Shares, because their exercise is contingent upon future events.

Accretion associated

with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects the calculation of

basic and diluted net income per ordinary share:

For the period from January 29,

Net income per Ordinary Share is calculated by dividing the net income by the weighted average number of Ordinary Shares outstanding for the respective period.

The calculation of diluted net income does not consider the effect of the Public Warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate of 28,750,000 Class A Ordinary Shares, because their exercise is contingent upon future events.

Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value.

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

For the year ended

December 31, 2025 For the period from

January 29, 2024

(inception) to

December 31, 2024

Class A and B

Redeemable Class B

Non-Redeemable Class A

Redeemable Class B

Non-Redeemable

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Basic and Diluted income per share $ 0.28 0.28 0.25 0.25

The Company accounts for income taxes under FASB

ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for

income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of

assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the

periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce

deferred tax assets to the amount expected to be realized.

FASB ASC Topic 740 prescribes a recognition

threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be

taken in a tax return.

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

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

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

FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return.

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

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

As of December 31, 2024,

there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues

under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman

Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing

requirements in the Cayman Islands or the United States.

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

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

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

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

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

Class A Redeemable Share Classification

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 FASB ASC 480-10-S99, the

Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within

the control of the Company.

The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding

instruments (i.e., Public Warrants) and as such, the initial carrying value of the Public Shares classified is temporary equity and the

allocated proceeds determined in accordance with FASB ASC 470-20.

The Company recognizes changes in redemption value immediately as it

occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount 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, at July 11, 2024, 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 sheet.

The Company recognizes

changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value

at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable shares are affected by charges against

additional paid in Capital (to the extent available) and accumulated deficit.

At December 31, 2024, the Class A ordinary shares

subject to redemption reflected in the balance sheet are reconciled in the following table:

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

The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of the Public Shares are classified as temporary equity and the allocated proceeds determined in accordance with FASB ASC 470-20.

The Company recognizes changes in redemption value immediately as it occurs 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 amount 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, at July 11, 2024, 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 sheet.

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

Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in Capital (to the extent available) and accumulated deficit.

At December 31, 2025, and December 31, 2024, the Class A ordinary shares subject to redemption reflected in the balance sheets are reconciled in the following table:

Gross Proceeds $ 230,000,000

$ 230,000,000

Proceeds allocated to Public Warrants ( 1,610,000 )

( 1,610,000 )

Class A ordinary shares issuance costs ( 15,307,565 )

( 15,307,565 )

Accretion of carrying value to redemption value 22,140,377

Class A Ordinary Shares subject to possible redemption

$ 235,222,812

Class A Ordinary Shares subject to possible redemption, December 31, 2024 235,222,812

Accretion of carrying value to redemption value 9,795,490

Class A Ordinary Shares subject to possible redemption, December 31, 2025 $ 245,018,302

Warrant Instruments

The Company accounts for the Public Warrants and

Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained

in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the warrant instruments

under equity treatment at their assigned values.

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

Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

Equity-classified contracts are initially measured at fair value (or allocated value).

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Share-Based Compensation

The Company records share-based compensation in accordance with FASB

ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), to account for its share-based compensation.

defines a fair value-based method of accounting for an employee share option or similar equity instrument.

The Company recognizes all

forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date,

which are based on the estimated number of awards that are ultimately expected to vest.

Share-based payments, excluding restricted shares,

are valued using a Monte Carlo simulation.

Grants of share-based payment awards issued to non-employees for services rendered have been

recorded at the fair value of the share-based payment, which is the more readily determinable value.

The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), to account for its share-based compensation.

It defines a fair value-based method of accounting for an employee share option or similar equity instrument.

The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

Share-based payments, excluding restricted shares, are valued using a Monte Carlo simulation.

Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value.

Recent Accounting Standards

Management does not believe that any recently

issued, but not yet effective, accounting standards if currently adopted would have a material effect on the financial statements.

Note 3 – INITIAL PUBLIC

Pursuant to the Initial Public

Offering, the Company sold 23,000,000 Units, including the full exercise by the underwriters of their over-allotment option in the amount

of 3,000,000 Units at a purchase price of $ 10.00 per Unit.

Each Unit consists of one of the Company’s ordinary shares, $ 0.0001 par

value, and one-half of one redeemable warrant (the “Public Warrants”).

Each whole warrant offered in the Initial Public Offering

is exercisable to purchase one ordinary share.

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

Note 3 – INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, including the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units at a purchase price of $ 10.00 per Unit.

Each Unit consists of one of the Company’s ordinary shares, $ 0.0001 par value, and one-half of one redeemable warrant (the “Public Warrants”).

Each whole warrant offered in the Initial Public Offering is exercisable to purchase one ordinary share.

Only whole warrants may be exercised.

No fractional shares will be issued upon exercise

of the warrants.

If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company

will, upon exercise, round down to the nearest whole number the number of ordinary shares to be issued to the warrant holder.

No fractional shares will be issued upon exercise of the warrants.

If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of ordinary shares to be issued to the warrant holder.

Note 4 – PRIVATE PLACEMENT

Simultaneously with the closing

of the Initial Public Offering, the Sponsor and Cantor Fitzgerald & Co.

purchased an aggregate of 6,000,000 warrants at a price of

$ 1.00 per warrant, or $ 6,000,000 in the aggregate, in a private placement.

Of those 6,000,000 Private Placement Warrants, the Sponsor

purchased 4,000,000 Private Placement Warrants and Cantor Fitzgerald & Co.

Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor Fitzgerald & Co.

purchased an aggregate of 6,000,000 warrants at a price of $ 1.00 per warrant, or $ 6,000,000 in the aggregate, in a private placement.

Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor Fitzgerald & Co.

purchased 2,000,000 Private Placement Warrants.

warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.

The Private Placement Warrants

are identical to the Public Warrants sold in the initial Public Offering except that, so long as they are held by the Sponsor, Cantor

Fitzgerald & Co.

or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares

issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by

the holders until 30 days after the completion of the Business Combination, (ii) are entitled to registration rights and (iii) with respect

to the Private Placement Warrants held by Cantor Fitzgerald & Co.

and/or its designees, are not exercisable more than five years from

the commencement of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8).

The Sponsor, officers and directors have entered

into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their

Founder Shares and Public Shares in connection with the completion of the Business Combination;

(ii) waive their redemption rights with

respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s

Amended and Restated Memorandum (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection

with the Business Combination or to redeem 100 % of the public shares if the Company has not consummated a Business Combination within

the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Business Combination

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company

fails to complete the Business Combination within the Completion Window, although they will be entitled to liquidating distributions from

the Trust Account with respect to any public shares they hold if the Company fails to complete the Business Combination within the Completion

Window and to liquidating distributions from assets outside the Trust Account;

and (iv) vote any Founder Shares held by them and any public

shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor

of the Business Combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5

under the Exchange Act would not be voted in favor of approving the business combination transaction).

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

The Private Placement Warrants are identical to the Public Warrants sold in the initial Public Offering except that, so long as they are held by the Sponsor, Cantor Fitzgerald & Co.

or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Business Combination, (ii) are entitled to registration rights and (iii) with respect to the Private Placement Warrants held by Cantor Fitzgerald & Co.

and/or its designees, are not exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8).

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Business Combination;

(ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100 % of the public shares if the Company has not consummated a Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Business Combination activity;

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account;

and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the Business Combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction).

Note 5 – RELATED PARTY TRANSACTIONS

Founder Shares

On January 29, 2024, the Sponsor paid $ 25,000 ,

or approximately $ 0.003 per share, to cover certain costs in consideration for 5,750,000 Class B ordinary shares, par value $ 0.0001

per share (the “Founder Shares”).

In May 2024, the Company effected a share dividend of 0.33 shares for each Class B

ordinary share outstanding, resulting in the initial shareholders holding an aggregate of 7,666,667 Founder Shares.

All share and per

share data have been restated to reflect this change.

In April 2024, the Sponsor transferred 50,000

Founder Shares to each of the Company’s three independent directors for an aggregate of 150,000 Founder Shares, at a price of $ 0.003

In May 2024, the Company effected a share dividend of 0.33 shares for each Class B ordinary share outstanding, resulting

in the directors holding an aggregate of 199,998 Founder Shares, or 66,666 each.

The sale of the Founders

Shares to each of the Company’s three independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation”

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon

the grant date.

The fair value of the 199,998 shares transferred to the Company’s three independent directors was $ 197,998 or $ 0.99

On January 29, 2024, the Sponsor paid $ 25,000 , or approximately $ 0.003 per share, to cover certain costs in consideration for 5,750,000 Class B ordinary shares, par value $ 0.0001 per share (the “Founder Shares”).

In May 2024, the Company effected a share dividend of 0.33 shares for each Class B ordinary share outstanding, resulting in the initial shareholders holding an aggregate of 7,666,667 Founder Shares.

All share and per share data have been restated to reflect this change.

In April 2024, the Sponsor transferred 50,000 Founder Shares to each of the Company’s three independent directors for an aggregate of 150,000 Founder Shares, at a price of $ 0.003 per share.

In May 2024, the Company effected a share dividend of 0.33 shares for each Class B ordinary share outstanding, resulting in the directors holding an aggregate of 199,998 Founder Shares, or 66,666 each.

On September 4, 2025, Jannine Grasso resigned as an independent director, and as a member of the audit committee and compensation committee of the Board, effective immediately.

In connection with the resignation, she transferred back 60,000 Founder Shares to the Sponsor.

The sale of the Founders Shares to each of the Company’s three independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

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

The fair value of the 199,998 shares transferred to the Company’s three independent directors was $ 197,998 or $ 0.99 per share.

The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable

accounting literature in this circumstance.

As of December 31, 2024, the Company determined that a Business Combination is not considered

probable, and, therefore, no stock-based compensation expense has been recognized.

Stock-based compensation would be recognized at the

date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number

of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the

purchase of the Founders Shares.

The Sponsor and the Company’s officers and directors agreed,

subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

(i) six months

after the completion of the Business Combination or (ii) the date following the completion of the Business Combination on which the Company

completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having

the right to exchange their Class A ordinary shares for cash, securities or other property.

Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

As of December 31, 2025, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized.

Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

(i) six months after the completion of the Business Combination or (ii) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Private Placement Warrants

The Sponsor and Cantor purchased

an aggregate of 6,000,000 Private Placement Warrants at a price of $ 1.00 per Private Placement Warrant ($ 6.0 million in the aggregate)

in a private placement that closed simultaneously with the closing of the Initial Public Offering.

Each warrant is exercisable to purchase

one Class A ordinary share at $ 11.50 per share.

A portion of the proceeds from the Private Placement Warrants were added to the 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 Private Placement Warrants will expire worthless.

The Sponsor and the Company’s

officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants

until 30 days after the completion of the Business Combination.

The Sponsor and Cantor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $ 1.00 per Private Placement Warrant ($ 6.0 million in the aggregate) in a private placement that closed simultaneously with the closing of the Initial Public Offering.

Each warrant is exercisable to purchase one Class A ordinary share at $ 11.50 per share.

A portion of the proceeds from the Private Placement Warrants were added to the 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 Private Placement Warrants will expire worthless.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Business Combination.

Promissory Note – Related Party

On March 8, 2024, the Sponsor

agreed to loan the Company up to $ 300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the

This loan was non-interest bearing and payable on the earlier of December 31, 2024 or the completion of the Initial

Public Offering.

As of July 11, 2024, the Note was repaid in full at the closing of the Initial Public Offering and the note is no longer

On March 8, 2024, the Sponsor agreed to loan the Company up to $ 300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”).

This loan was non-interest bearing and payable on the earlier of December 31, 2024 or the completion of the Initial Public Offering.

As of July 11, 2024, the Note was repaid in full at the closing of the Initial Public Offering and the note is no longer accessible.

Working Capital Loans

In addition, 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”).

In addition, 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”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans.

In the event that a Business Combination

does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital

Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either

be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million

of such Working Capital Loans may be convertible into private placement warrants at a price of $ 1.00 per warrant.

As of December 31, 2024,

the Company had no borrowings under any Working Capital Loans.

Administrative Support Agreement

On July 9, 2024, the Company

entered into an agreement with an affiliate of the Sponsor to pay an aggregate of $ 10,000 per month for office space, utilities, secretarial

and administrative support services provided to members of the Company’s management team.

Upon completion of the Business Combination

or the Company’s liquidation, the Company will cease paying these monthly fees.

As of December 31, 2024, the Company has paid $ 60,000

to the affiliate of the Sponsor pursuant to this agreement.

Note 6 – SHAREHOLDERS’

EQUITY (DEFICIT)

Preference Shares — The

Company is authorized to issue 5,000,000 preference shares 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, 2024, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The

Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

At December 31, 2024, there

were no Class A Ordinary Shares issued or outstanding, excluding 23,000,000 Class A Ordinary Shares subject to possible redemption.

Class B Ordinary

Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001

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

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

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $ 1.00 per warrant or on such other terms as may be approved by the Board, and shareholders, if required pursuant to applicable law.

As of December 31, 2025, and December 31, 2024, the Company had no borrowings under any Working Capital Loans.

Promissory Note with Sponsor

On March 18, 2026, the Company issued a promissory note in the aggregate principal amount of up to $ 1,500,000 to the Sponsor (the “2026 Note”).

Pursuant to the 2026 Note, the interest rate is 12.0 % per annum, based on actual days / 360 and each draw carries a 5.0 % original issue discount (OID).

The 2026 Note is due and payable upon the earlier to occur of:

(1) our initial Business Combination, or (2) our liquidation.

Administrative Services Agreement and New Administrative Services Agreement

On July 9, 2024, the Company entered into an agreement with an affiliate of the Sponsor to pay an aggregate of $ 10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team.

The Company terminated this agreement as of January 28, 2026.

As of December 31, 2025, and December 31, 2024, the Company has paid $ 110,000 and $ 60,000 , respectively, to the affiliate of the Sponsor pursuant to this agreement.

On March 18, 2026, the Company and Dominari Holdings Inc.

entered into an administrative services agreement pursuant to which Dominari will provide office space, utilities and secretarial and administrative support to the Company in exchange for $ 20,000 per month.

Hayes is the Chairman and Chief Executive Officer of Dominari.

Note 6 – SHAREHOLDERS’ EQUITY (DEFICIT)

Preference Shares — The Company is authorized to issue 5,000,000 preference shares 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 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

At December 31, 2025, and December 31, 2024, there were no Class A Ordinary Shares issued or outstanding, excluding 23,000,000 Class A Ordinary Shares subject to possible redemption.

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

Holders are entitled to one vote for each Class B ordinary share.

As of December 31, 2024, there were 7,666,667 Class B

ordinary shares issued and outstanding (as restated, see Note 5).

Holders of the Class A

ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote

of the Company’s shareholders, except as required by law or stock exchange rule;

provided that only holders of the Class B

ordinary shares have the right to vote on the appointment of the Company’s directors prior to the initial Business Combination.

The Class B ordinary

shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis

(as adjusted).

In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection

with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will

equal, in the aggregate, 25 % of the total number of Class A ordinary shares outstanding after such conversion (after giving effect

to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares

issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by

the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary

shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller

in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of

Working Capital Loans;

At December 31, 2025, and December 31, 2024, there were 7,666,667 Class B ordinary shares issued and outstanding (see Note 5).

Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule;

provided that only holders of the Class B ordinary shares have the right to vote on the appointment of the Company’s directors prior to the initial Business Combination.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (as adjusted).

In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 25 % of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;

provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Warrants — Public

Warrants may only be exercised for a whole number of shares.

No fractional Public Warrants will be issued upon separation of the Units

and only whole Public Warrants will trade.

The sale of the Founder Shares to each of the Company’s three independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

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

The fair value of the 199,998 shares granted to the Company’s three independent directors was $ 197,998 or $ 0.99 per share.

The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense related to the Founder Shares is recognized only when the performance condition is probable under the applicable accounting literature in this circumstance.

As of December 31, 2025, the Company determined that a Business Combination is not considered probable, and, therefore, no share-based compensation expense has been recognized.

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

On September 4, 2025, Jannine Grasso resigned as a director of the Board of the Company, and as a member of the audit and compensation committees of the Board, effective immediately.

In connection with this resignation, she transferred back 60,000 Founder Shares to the Sponsor.

Warrants — As of December 31, 2025, and December 31, 2024, there were 11,500,000 Public Warrants and 6,000,000 Private Placement Warrants outstanding.

Public Warrants may only be exercised for a whole number of shares.

No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade.

The Public Warrants will become exercisable 30 days after the completion of a Business Combination.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the Business Combination,

the Company will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement

for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A

ordinary shares issuable upon exercise of the warrants and thereafter the Company will use its commercially reasonable efforts to cause

the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus

relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance

with the provisions of the public warrant agreement.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the public warrant agreement.

The Company may redeem the Public Warrants:

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● if, and only if, the last reported sale price (the “closing price”) of the ordinary shares equals or exceeds $ 18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem

the Public Warrants as described above unless a registration statement under the Securities Act covering the ordinary shares issuable

upon exercise of the Public Warrants is then effective and a current prospectus relating to those ordinary shares is available throughout

the 30-day redemption period.

Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay

the exercise price for each Public Warrant being exercised.

The Private Placement Warrants are identical to the Public Warrants sold in

the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private

Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of the Business Combination, subject

to certain limited exceptions.

The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those ordinary shares is available throughout the 30 -day redemption period.

Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each Public Warrant being exercised.

The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of the Business Combination, subject to certain limited exceptions.

In no event will the Company be required to net cash settle any warrant.

If the Company is unable to complete

a Business Combination and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such

funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust

Account with the respect to such warrants.

If the Company is unable to complete a Business Combination and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

1 unchanged sentence

Registration Rights

The holders of Founder Shares,

Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration

rights pursuant to a registration rights agreement signed in connection with the Initial Public Offering.

These holders will be entitled

to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, these holders will

have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of

the Business Combination.

The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement signed in connection with the Initial Public Offering.

These holders will be entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination.

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 final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units

to cover over-allotments, if any, at the Initial Public Offering price.

On July 11, 2024, simultaneously with the closing of the Initial

Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a

price of $ 10.00 per Unit.

As a result of the underwriters’ election to fully exercise their over-allotment option, an aggregate

of 1,000,000 Founder Shares are no longer subject to forfeiture.

The underwriters received an underwriting discount

of $ 0.20 per unit (excluding those units sold as part of the underwriters’ over-allotment option), or $ 4.0 million in the aggregate,

paid upon the closing of the Initial Public Offering.

The underwriters agreed to defer underwriting commissions equal to $ 0.45 per Unit

on Units other than those sold pursuant to the underwriters’ option to purchase additional Units and $ 0.65 per Unit on units sold

pursuant to the underwriters’ option to purchase additional units, or $ 10,950,000 in the aggregate.

Upon completion of the Business

Combination, $ 10,950,000 will be paid to the underwriters from the funds held in the Trust Account.

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.

Note 8 – FAIR

VALUE MEASUREMENTS

The fair value of the Company’s financial

assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale

of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the

measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of

observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to

classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical

assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with

sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical

assets or liabilities in markets that are not active.

Unobservable inputs based on assessment

of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about

the Company’s assets that are measured at fair value on a recurring basis at December 31, 2024:

Quoted Prices

Active Markets

The Company granted the underwriters a 45 -day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price.

On July 11, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a price of $ 10.00 per Unit.

As a result of the underwriters’ election to fully exercise their over-allotment option, an aggregate of 1,000,000 Founder Shares are no longer subject to forfeiture.

The underwriters received an underwriting discount of $ 0.20 per unit (excluding those units sold as part of the underwriters’ over-allotment option), or $ 4.0 million in the aggregate, paid upon the closing of the Initial Public Offering.

The underwriters agreed to defer underwriting commissions equal to $ 0.45 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units and $ 0.65 per Unit on units sold pursuant to the underwriters’ option to purchase additional units, or $ 10,950,000 in the aggregate.

Upon completion of the Business Combination, $ 10,950,000 will be paid to the underwriters from the funds held in the Trust Account.

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.

Note 8 – FAIR VALUE MEASUREMENTS

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

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

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

Quoted prices in active markets for identical assets or liabilities.

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

Observable inputs other than Level 1 inputs.

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

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

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2025:

(Level 1) Significant

(Level 2) Significant

Marketable Securities and Cash Held in Trust Account $ 245,118,303 $ 245,118,303 $ — $ —

$ 235,322,812

At the date of the Initial Public Offering, the

Public Warrants were valued using a Monte Carlo model.

The Public Warrants have been classified within shareholders’ deficit and

will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions

used in the valuation of the Public Warrants:

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2024:

(Level 1) Significant

(Level 2) Significant

Marketable Securities Held in Trust Account $ 235,322,812 $ 235,322,812 $ — $ —

The Public Warrants were valued using a Monte Carlo model.

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

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

Calculated Share Price $ 9.91

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Market Pricing Adjustment 19.0 %

On April 18, 2024, the Founders Shares were valued

using the Market Approach Methodology.

The following table presents the quantitative information regarding market assumptions used in

the valuation of the Founder Shares:

The Founder Shares issued to the directors and director nominees were valued using a Market Approach Methodology.

The following table presents the quantitative information regarding market assumptions used in the Founder Shares valuation:

Discount for Probability of Failure to Complete IPO 10.0 %

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Discount for Expected Forfeiture 15.0 %

Transfers to/from Levels 1, 2 and 3 are recognized

at the end of the reporting period in which a change in valuation technique or methodology occurs.

There were no transfers for the period

from January 29, 2024 (inception) through December 31, 2024.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

There were no transfers for the year ended December 31, 2025, or for the period from January 29, 2024 (inception) through December 31, 2024.

Note 9 — SEGMENT INFORMATION

ASC Topic 280 establishes standards for companies

to report financial statement information about operating segments, products, services, geographic areas, and major customers.

segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated

by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess

The CODM has been identified as the Chief Financial

Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial

ASC Topic 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers.

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

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

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

When evaluating the Company’s

performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

Formation and operation costs

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

January 29, 2024

(inception) to

Operating and formation costs $ - $ 575,708

General and administrative expenses $ 1,005,841 $ -

Interest earned on cash and marketable securities held in Trust Account 9,795,490 5,322,812

The key measures of segment profit or loss reviewed

by our CODM are interest earned on cash and marketable securities held in the Trust Account and operating and formation costs.

reviews interest earned on cash and marketable securities held in the Trust Account to measure and monitor shareholder value and determine

the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

and formation costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete

a Business Combination within the Business Combination period.

The CODM also reviews operating and formation costs to manage, maintain

and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Note 10 – SUBSEQUENT

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to March 31, 2025, the date that the financial statements were issued.

Based upon this review,

the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

EXHIBIT INDEX

Underwriting Agreement, dated July 9, 2024, by and between the Company and Cantor, as representative of the several underwriters.

Amended and Restated Memorandum and Articles of Association.

Specimen Unit Certificate.

Specimen Ordinary Share Certificate.

Specimen Warrant Certificate.

Warrant Agreement, dated July 9, 2024, by and between the Company and Continental, as warrant agent.

The key measures of segment profit or loss reviewed by our CODM are interest earned on cash and marketable securities held in the Trust Account and general and administrative expenses.

The CODM reviews interest earned on cash and marketable securities held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

Operating and formation costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Business Combination period.

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

Note 10 – SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 27, 2026, the date that the financial statements were issued.

Based on this evaluation, management determined that the subsequent events described below requires disclosure under ASC 855.

Sponsor Acquisition

On January 28, 2026, certain accredited investors (the “Buyers”) acquired all of the membership interests in the Sponsor owned by the non-managing members of the Sponsor pursuant to a securities purchase agreement.

Simultaneously with such transaction, the Buyers also acquired all of the membership interests of Conroy Partners LLC, the managing member of the Sponsor, pursuant to a member interest purchase agreement.

As a result of the foregoing transactions, the Buyers own all of the membership interests in the Sponsor.

The Sponsor also acquired from Cantor Fitzgerald & Co.

(“Cantor”) 2,000,000 private placement warrants of the Company owned by Cantor pursuant to a securities purchase agreement.

In connection with the consummation of transactions contemplated above (the “Sponsor Acquisition”), on January 28, 2026, Erich Spangenberg resigned as the Chairman of the board of directors (the “Board”) and as the Chief Executive Officer of the Company, effective as of the closing of the Sponsor Acquisition.

Cosgrove, MD and Vincent Capone resigned as directors of the Board and as members of audit and compensation committees of the Board, effective as of the closing of the Sponsor Acquisition.

On January 28, 2026, in connection with the Sponsor Acquisition, Christopher Devall was appointed as Chief Executive Officer of the Company.

In addition, Anthony Hayes (as Chairman), Jarrett Gorlin, Matthew Saker, and Kyle Haug were appointed to serve as the Board of Directors, which changes became effective on March 7, 2026.

Underwriter Fee Reduction Agreement

On January 28, 2026, the Company and the Sponsor entered into a fee reduction agreement (the “Fee Reduction Agreement”) with Cantor, as representative of the several underwriters for the Company’s initial public offering consummated on July 11, 2024.

Pursuant to the underwriting agreement dated July 9, 2024 (the “Underwriting Agreement”), Cantor was previously entitled to receive deferred underwriting commissions in the aggregate amount of $ 10,950,000 (the “Original Deferred Fee”) upon the consummation of the Company’s initial business combination.

Pursuant to the Fee Reduction Agreement, and subject to the consummation of a business combination, Cantor has instead agreed to receive, in lieu of the Original Deferred Fee, a non-refundable cash fee equal to 1.5 % of the aggregate amount delivered from the Company’s trust account upon the closing of the Company’s initial business combination (the “Reduced Deferred Fee”).

The Reduced Deferred Fee will be payable upon the closing of the Company’s initial business combination.

If the Company (or its successor) fails to pay the Reduced Deferred Fee in full at such time, Cantor may elect to require the Company to pay the full amount of the Original Deferred Fee in cash.

In addition, if the Company or the Sponsor becomes entitled to receive any break-up, termination or similar fee in connection with a proposed business combination that is terminated, abandoned or otherwise not consummated, 50 % of the amount of such fee shall be applied toward payment of the Reduced Deferred Fee, subject to certain limitations set forth in the Fee Reduction Agreement.

Administrative Services Agreements

On January 28, 2026, the Administrative Services Agreement, dated July 9, 2024, by and between the Company and SIM Management LP, an affiliate of the Sponsor, was terminated, and any accrued obligations under the Administrative Services Agreement were waived.

On March 18, 2026, the Company and Dominari Holdings Inc.

Promissory Note with Sponsor

On March 18, 2026, the Company issued a promissory note in the aggregate principal amount of up to $ 1,500,000 to the Sponsor (the “2026 Note”).

Pursuant to the 2026 Note, the interest rate is 12.0 % per annum, based on actual days / 360 and each draw carries a 5.0 % original issue discount (OID).

The 2026 Note is due and payable upon the earlier to occur of:

(1) our initial Business Combination, or (2) our liquidation.

Management evaluated the impact of the Transaction under ASC 855, Subsequent Events, and determined that the Transaction represents a non-recognized subsequent event.

Accordingly, no adjustments have been made to the accompanying consolidated financial statements for the year ended December 31, 2025.

Agreement, dated July 9, 2024, by and between the Company and Cantor, as representative of the several underwriters.

and Restated Memorandum and Articles of Association.

Unit Certificate.

Ordinary Share Certificate.

Warrant Certificate.

Agreement, dated July 9, 2024, by and between the Company and Continental, as warrant agent.

Description of Registered Securities.

Promissory Note, dated January 29, 2024, issued to the Sponsor.

Securities Subscription Agreement, dated January 29, 2024, by and between the Company and the Sponsor.

Investment Management Trust Agreement, dated July 9, 2024, by and between the Company and Continental, as trustee.

Registration Rights Agreement, dated July 9, 2024, by and among the Company and certain security holders.

Private Placement Warrants Purchase Agreement, dated July 9, 2024, by and between the Company and the Sponsor.

Private Placement Warrants Purchase Agreement, dated July 9, 2024, by and between the Company and Cantor.

Letter Agreement, dated July 9, 2024 by and among the Company, its officers, its directors and the Sponsor.

Administrative Services Agreement, dated July 9, 2024, by and between the Company and SIM Management LP.

Note, dated January 29, 2024, issued to the Sponsor.

Subscription Agreement, dated January 29, 2024, by and between the Company and the Sponsor.

Management Trust Agreement, dated July 9, 2024, by and between the Company and Continental, as trustee.

Rights Agreement, dated July 9, 2024, by and among the Company and certain security holders.

Placement Warrants Purchase Agreement, dated July 9, 2024, by and between the Company and the Sponsor.

Placement Warrants Purchase Agreement, dated July 9, 2024, by and between the Company and Cantor.

Agreement, dated July 9, 2024 by and among the Company, its officers, its directors and the Sponsor.

Administrative

Services Agreement, dated July 9, 2024, by and between the Company and SIM Management LP.

Promissory Note, dated March 18, 2026, issued to the Sponsor.

Administrative Services Agreement, dated March 18, 2026, by and between the Company and Dominari Holdings Inc.

Code of Ethics.

7 unchanged sentences

Policy Related to Recovery of Erroneously Awarded Compensation, adopted June 27, 2024.*

Audit Committee Charter.

Compensation Committee Charter.

Committee Charter.

Inline XBRL Instance Document.*

Inline XBRL Taxonomy Extension Schema Document.*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

Inline XBRL Taxonomy Extension Definition Linkbase Document.*

Inline XBRL Taxonomy Extension Label Linkbase Document.*

Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*