What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-12 · 116 added, 80 removed, 357 unchanged (35% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current Assets:

15 unchanged sentences

Class A ordinary shares subject to possible redemption;

10,000,000 shares at redemption value of $ 10.92 and $ 10.69 at June 30, 2025 and December 31, 2024, respectively

2,236,713 and 10,000,000 shares at redemption value of $ 11.10 and $ 10.69 at September 30, 2025 and December 31, 2024, respectively

Shareholders’ Deficit:

1 unchanged sentence

5,000,000 shares authorized;

none issued and outstanding at June 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value, 500,000,000 shares authorized, none issued and outstanding at June 30, 2025 and December 31, 2024 (excluding 10,000,000 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 6,422,078 shares issued and outstanding at June 30, 2025 and December 31, 2024

none issued and outstanding at September 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value, 500,000,000 shares authorized, 4,000,000 and 0 issued and outstanding (excluding 2,236,713 and 10,000,000 shares subject to possible redemption, respectively) at September 30, 2025 and December 31, 2024, respectively

Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,422,078 and 6,422,078 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

10 unchanged sentences

For the Three Months

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

Administrative fee - related party

1 unchanged sentence

TOTAL EXPENSES

Forgiveness of debt

Interest Income

1 unchanged sentence

TOTAL OTHER INCOME

Weighted Average Class A ordinary shares outstanding, basic and diluted

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

Weighted average number of shares of Class B ordinary shares outstanding, basic and diluted

Basic and diluted net income per Class B ordinary share

Net income (loss)

Weighted Average Class A ordinary shares subject to possible redemption, basic and diluted

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

Weighted average number of shares of Class A and B ordinary shares outstanding, basic and diluted

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

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

1 unchanged sentence

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

Ordinary Shares

FOR THE THREE AND NINE MONTHS ENDED September 30, 2025 AND 2024

Class A Ordinary Shares

Class B Ordinary Shares

Shareholders’

14 unchanged sentences

( 5,710,134 )

Ordinary Shares

Remeasurement of Class A ordinary shares subject to possible redemption

Class B ordinary share conversion

( 4,000,000 )

Balance, September 30, 2025

( 6,678,035 )

( 6,677,393 )

Class A Ordinary Shares

Class B Ordinary Shares

Shareholders’

14 unchanged sentences

( 3,296,833 )

Remeasurement of Class A ordinary shares subject to possible redemption

( 1,356,606 )

Balance, September 30, 2024

( 3,752,095 )

( 3,751,453 )

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

Cash Flows from Operating Activities:

8 unchanged sentences

Net Cash Used In Operating Activities

( 2,060,746 )

( 1,321,414 )

Cash Flows from Investing Activities:

Cash withdrawn from trust account

Cash deposited into trust account

Net Cash Provided by Investing Activities:

Cash Flows from Financing Activities:

1 unchanged sentence

Proceeds from Note payable - Sponsor

Net Cash Provided By Financing Activities

Redemptions of Class A ordinary shares

( 84,840,616 )

Net Cash Used In Financing Activities

( 82,440,616 )

Net change in cash

( 1,321,414 )

Cash at beginning of period

2 unchanged sentences

Remeasurement of Class A ordinary shares to redemption value

Conversion of Sponsor advance to convertible note payable - Sponsor

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

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

SPARK I ACQUISITION CORPORATION

5 unchanged sentences

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

As of June 30, 2025, the Company had not commenced any operations.

All activity for the period from July 12, 2021 (inception) through June 30, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and since closing of the Initial Public Offering, a search for a business combination candidate.

As of September 30, 2025, the Company had not commenced any operations.

All activity for the period from July 12, 2021 (inception) through September 30, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and since closing of the Initial Public Offering, a search for a business combination candidate.

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

41 unchanged sentences

None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

On June 25, 2025, the Sponsor agreed to make monthly deposits, each in an amount equal to the lesser of (i) $ 0.015 for each outstanding Class A ordinary share, par value $ 0.0001 per share, of the Company and (ii) $ 55,000 , up to a maximum aggregate amount of $ 825,000 , directly to the Company’s trust account in order to extend the Company’s time period to consummate a business combination.

As of September 30, 2025, the Company deposited $ 100,652 into the trust account.

On July 8, 2025, the Company held an extraordinary general meeting of shareholders where the Company’s shareholders approved the proposal to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination from July 11, 2025 to September 29, 2026.

In connection with the July 8, 2025 extraordinary general meeting of shareholders, the Sponsor agreed to convert 4,000,000 Class B ordinary shares of the Company into 4,000,000 Class A ordinary shares of the Company.

In connection with the July 8, 2025 extraordinary general meeting of shareholders, holders of 7,763,287 Class A Ordinary Shares exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.93 per share, for an aggregate redemption amount of approximately $ 84.8 million.

As a result, approximately $ 84.8 million was removed from the Trust Account to redeem such shares.

Following the redemption, there was 2,236,713 Class A Ordinary Shares held by public shareholders outstanding and 6,236,713 total Class A Ordinary Shares issued and outstanding, including Class A Ordinary Shares issued to the Sponsor in the conversion.

Upon payment of the redemption, approximately $ 24.4 million remains in the Trust Account prior to any contribution made by the Sponsor.

Liquidity and Capital Resources

As of June 30, 2025, the Company had $ 1,101,828 in its operating bank account and a working capital deficit of $ 2,210,134 .

As of September 30, 2025, the Company had $ 614,005 in its operating bank account and a working capital deficit of $ 3,177,393 .

Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.

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, provide the Company Working Capital Loans (as defined in Note 4).

However, the Company has future obligations to management, consultants, and directors that will likely extinguish the cash balance within approximately a year from the filing date of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern, the Company was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before September 29, 2026, as extended at the Company’s extraordinary general meeting of shareholders held on July 8, 2025.

There is no assurance that the Company will obtain the necessary approvals or raise the additional capital it needs to fund its business operations and complete any business combination prior to September 29, 2026, if at all.

Management has determined that the liquidity condition of the Company raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements.

Management has determined that the liquidity condition and timing of dissolution of the Company raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements.

No adjustments have been made to the carrying amounts of assets or liabilities.

23 unchanged sentences

Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $ 5,000,001 .

Accordingly, at June 30, 2025 and December 31, 2024, the 10,000,000 Class A ordinary shares subject to possible redemption in the amount of $ 109,172,314 and $ 106,926,172 at redemption value per Public Share are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

Accordingly, at September 30, 2025 and December 31, 2024, the 2,236,713 and 10,000,000 Class A ordinary shares subject to possible redemption in the amounts of $ 24,823,733 and $ 106,926,172 , respectively, at redemption value per Public Share are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

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

Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

As of June 30, 2025, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table:

Class A ordinary shares subject to possible redemption, January 1, 2024

Remeasurement adjustment on redeemable ordinary shares

Class A ordinary shares subject to possible redemption, June 30, 2024

Class A ordinary shares subject to possible redemption, January 1, 2025

As of September 30, 2025, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table:

Beginning balance, January 1, 2025

Remeasurement adjustment on redeemable ordinary shares

Class A ordinary shares subject to possible redemption, June 30, 2025

Net Income per Ordinary Share

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

Redemption of Class A ordinary Shares

( 84,840,616 )

( 7,763,287 )

Class A ordinary shares subject to possible redemption, September 30, 2025

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period, excluding 3,435,065 Class A nonredeemable ordinary shares subject to forfeiture.

Weighted average shares were not reduced for the effect of an aggregate of 3,435,065 Class A nonredeemable ordinary shares that were subject to forfeiture depending on the amount of the proceeds received under the forward purchase agreement described below or in the event of the Company’s winding up and subsequent dissolution.

The Company applies the two-class method in calculating earnings per share.

The remeasurement adjustment associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private Placement.

As of June 30, 2025 and 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and subsequently share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net income per ordinary share.

For the six months ended

The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private Placement.

As of September 30, 2025 and December 31, 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and subsequently share in the earnings of the Company.

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

For the nine months ended

September 30,

Class A Redeemable ordinary shares

1 unchanged sentence

Basic and diluted weighted average shares outstanding

Basic and diluted net income per Class A Ordinary Share

Class B Non-redeemable ordinary shares

Basic and diluted net income per Class A redeemable ordinary share

Class A and B non-redeemable ordinary shares

Allocation of net income, as adjusted

Basic and diluted weighted average shares outstanding

Basic and diluted net income per Class B Ordinary Share

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

For the three months ended

September 30,

Class A Redeemable ordinary shares

Allocation of net income, as adjusted

Allocation of net (loss) income, as adjusted

Basic and diluted weighted average shares outstanding

Basic and diluted net income per Class A Ordinary Share

Class B Non-redeemable ordinary shares

Allocation of net income, as adjusted

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

Class A and B non-redeemable ordinary shares

Allocation of net (loss) income, as adjusted

Basic and diluted weighted average shares outstanding

Basic and diluted net income per Class B Ordinary Share

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

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

5 unchanged sentences

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

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025 and December 31, 2024.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025 and December 31, 2024.

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

7 unchanged sentences

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

The Company had no cash equivalents as of June 30, 2025 and December 31, 2024.

The Company had no cash equivalents as of September 30, 2025 and December 31, 2024.

Investments held in Trust Account

At June 30, 2025 and December 31, 2024, the Company had $ 109,172,314 and $ 106,926,172 in investments held in the Trust Account, respectively.

At September 30, 2025 and December 31, 2024, the Company had $ 24,823,733 and $ 106,926,172 investments held in the Trust Account, respectively.

The Company’s portfolio of investments held in the Trust Account are invested in U.S.

26 unchanged sentences

This ASU will be effective for the annual period ending December 31, 2025.

The Company is currently assessing what impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.

The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

12 unchanged sentences

The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the

proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

12 unchanged sentences

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

(A) one year after the completion of a Business Combination and subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 11.50 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property.

reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property.

On July 8, 2025, the Sponsor agreed to convert 4,000,000 Class B ordinary shares of the Company into 4,000,000 Class A ordinary shares of the Company.

General and Administrative Services

1 unchanged sentence

On January 1, 2023, the agreement was amended to extend the term through 36 months with no change in the fee.

Beginning January 1, 2023, the Company will amortize the remaining balance of prepaid administrative support fees over the new remaining period.

The Company prepaid $ 300,000 for these support fees in 2021, of which $ 0 remains at June 30, 2025 and December 31, 2024.

As of September 30, 2025 and December 31, 2024, the Company incurred $ 0 for the administrative support fees.

Working Capital Loans

4 unchanged sentences

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.

No working capital loans were issued or outstanding as of September 30, 2025 or December 31, 2024.

Convertible Note Payable - Sponsor

On January 28, 2025, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $ 1,900,000 to the Sponsor, of which $ 700,000 was borrowed for the six months ended June 30, 2025, and $ 840,000 was advanced at December 31, 2024.

On January 28, 2025, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $ 1,900,000 to the Sponsor, of which $ 700,000 was borrowed for the nine months ended September 30, 2025, and $ 840,000 was advanced at December 31, 2024.

The advance in the amount of $ 840,000 was converted to this promissory note once the note was executed on January 28, 2025.

4 unchanged sentences

The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

As of June 30, 2025 and December 31, 2024, the amount outstanding on the Note and advance was $ 1,540,000 and $ 840,000 , respectively.

As of September 30, 2025 and December 31, 2024, the amount outstanding on the Note and advance was $ 1,540,000 and $ 840,000 , respectively.

Note Payable – Sponsor

1 unchanged sentence

The Second Note does not bear interest and is repayable upon the earlier of the consummation of the Company’s initial business combination and the last day that the Company has to complete a business combination.

As of June 30, 2025, the Company borrowed $ 1,000,000 under the Second Note.

As of September 30, 2025, the Company borrowed $ 1,700,000 under the Second Note.

Related Party Loans

1 unchanged sentence

The advances are non-interest bearing and are due on demand.

This related party transaction is included on the accompanying balance sheets as a related party payable as of June 30, 2025 and December 31, 2024.

This related party transaction is included on the accompanying balance sheets as a related party payable.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

17 unchanged sentences

In addition, the forward purchaser may terminate its commitment under the forward purchase agreement at any time before the closing of the Company’s initial business combination.

Accordingly, if the forward purchaser exercises its right to terminate its commitment to purchase any forward purchase securities, the Company will not receive any of the amount of proceeds under the forward purchase agreement and all of the 3,435,065 Class B ordinary shares will then be forfeited prior to the closing of the Company’s initial business combination.

Accordingly, if the forward purchaser exercises its right to terminate its commitment to purchase any forward purchase securities, the Company will not receive any of the amount of proceeds under the forward purchase agreement and all of the 3,435,065 Founder shares will then be forfeited prior to the closing of the Company’s initial business combination.

The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders.

2 unchanged sentences

Preferred Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of June 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

As of September 30, 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.

Holders of Class A ordinary shares are entitled to one vote for each share.

As of June 30, 2025 and December 31, 2024, there were no shares of Class A ordinary shares issued or outstanding (excluding 10,000,000 shares subject to possible redemption).

Subsequent to the balance sheet date, on July 9, 2025, the Sponsor converted 4,000,000 Class B ordinary shares Class A ordinary shares.

On July 9, 2025, the Sponsor converted 4,000,000 Class B ordinary shares into Class A ordinary shares.

Notwithstanding the conversions, such holders will not be entitled to receive any monies held in the Trust Account as a result of their ownership of any Class A ordinary shares issued upon conversion of the Founder Shares.

As of September 30, 2025 and December 31, 2024 there were 4,000,000 and 0 Class A ordinary shares issued and outstanding, respectively (excluding 2,236,713 and 10,000,000 Class A ordinary shares subject to possible redemption, respectively) of which up to 3,435,065 shares are subject to forfeiture immediately prior to the closing of our initial business combination depending on the amount of the proceeds received under the forward purchase agreement or in the event of our liquidation and subsequent dissolution.

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 of Class B ordinary shares are entitled to one vote for each share.

As of June 30, 2025 and December 31, 2024, there were 6,422,078 shares of Class B ordinary shares issued and outstanding, up to 3,435,065 of which are subject to forfeiture immediately prior to the closing of our initial business combination depending on the amount of the proceeds received under the forward purchase agreement described below or in the event of our liquidation and subsequent dissolution.

As of September 30, 2025 and December 31, 2024, there were 2,422,078 and 6,422,078 shares of Class B ordinary shares issued and outstanding, respectively.

Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination.

3 unchanged sentences

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

Refer above to the disclosure above related to the July 9, 2025 conversion of Class B ordinary shares to Class A ordinary shares.

Refer above to the disclosure surrounding the July 9, 2025 conversion of Class B ordinary shares to Class A ordinary shares.

NOTE 8 — WARRANTS

There were 13,490,535 warrants outstanding as of June 30, 2025 and December 31, 2024 which consists of 8,490,535 private and 5,000,000 public warrants.

There were 13,490,535 warrants outstanding as of September 30, 2025 and December 31, 2024 which consists of 8,490,535 private and 5,000,000 public warrants.

Public Warrants may only be exercised for a whole number of shares.

No fractional warrants will be issued upon separation of the Units and only whole warrants will trade.

The Public Warrants will become exercisable on the later of (a) 30 days

after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering.

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

12 unchanged sentences

NOTE 9 — FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value at June 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

September 30,

Investments held in Trust Account

3 unchanged sentences

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.

During the three and six months ended June 30, 2025 and 2024, there were no transfers into or out of Level 3 .

During the three months ended September 30, 2025 and 2024, there were no transfers into or out of Level 3 .

NOTE 10 — SEGMENT INFORMATION

2 unchanged sentences

The Company is a blank check company formed for the purpose of effecting a Business Combination.

As of June 30, 2025, the Company had not commenced any operations.

As of September 30, 2025, the Company had not commenced any operations.

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

4 unchanged sentences

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

For the Six Months Ended

For the Three Months Ended

For the Nine Months Ended

September 30,

Loss from operations

( 1,341,232 )

( 1,026,123 )

Total other income

Net (loss) income

NOTE 11 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through August 11, 2025, the date that the financial statements issued.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through November 14, 2025, the date that the financial statements issued.

Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

As a result, approximately $ 84.8 million was removed from the Trust Account to redeem such shares.

Upon payment of the redemption, approximately $ 24.4 million remains in the Trust Account prior to any contribution made by the Sponsor.

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

What changed 10-Q

Item 1. Financial Statements