What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2025-11-14 · 109 added, 147 removed, 326 unchanged (44% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current Assets:

8 unchanged sentences

Convertible note payable - Sponsor

Sponsor advance

Total Current Liabilities

4 unchanged sentences

Class A ordinary shares subject to possible redemption;

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

2,236,713 shares at redemption value of $ 11.39 and $ 11.25 at March 31, 2026 and December 31, 2025, respectively

Shareholders’ Deficit:

1 unchanged sentence

5,000,000 shares authorized;

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

none issued and outstanding at March 31, 2026 and December 31, 2025

Class A ordinary shares, $ 0.0001 par value, 500,000,000 shares authorized, 4,000,000 issued and outstanding (excluding 2,236,713 shares subject to possible redemption) at March 31, 2026 and December 31, 2025

Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,422,078 shares issued and outstanding at March 31, 2026 and December 31, 2025

Additional paid-in capital

6 unchanged sentences

Total Liabilities and Shareholders’ Deficit

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

1 unchanged sentence

For the Three Months

For the Nine Months

Ended September 30,

Administrative fee - related party

Formation and operating expenses

For the Three Months

Ended March 31,

Administration fee – related party

Operating expenses

TOTAL EXPENSES

Forgiveness of debt

Interest income

Unrealized gain on investments held in Trust Account

Interest earned on investments held in Trust Account

TOTAL OTHER INCOME

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.

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

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

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

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

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

SPARK I ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

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

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

Class A Ordinary Shares

5 unchanged sentences

Remeasurement of Class A ordinary shares subject to possible redemption

( 1,119,693 )

Balance, March 31, 2026

1 unchanged sentence

( 7,570,794 )

Remeasurement of Class A ordinary shares subject to possible redemption

( 1,126,449 )

Balance, June 30, 2025

( 5,710,776 )

( 5,710,134 )

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

10 unchanged sentences

( 4,946,268 )

Remeasurement of Class A ordinary shares subject to possible redemption

( 1,341,032 )

Balance, June 30, 2024

( 3,297,475 )

( 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.

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

SPARK I ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

September 30, 2025

September 30, 2024

For the Three

March 31, 2026

March 31, 2025

Cash Flows From Operating Activities:

Net income (loss)

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

1 unchanged sentence

( 1,119,693 )

( 4,023,947 )

Changes in operating assets and liabilities:

Prepaid expenses

Related party payable

Accrued expenses and offering costs

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:

Net Cash Used in Investing Activities

Cash Flows From Financing Activities:

Proceeds from Convertible note payable - Sponsor

Proceeds from note payable - Sponsor

Redemptions of Class A ordinary shares

( 84,840,616 )

Net Cash Used In Financing Activities

( 82,440,616 )

Proceeds from convertible note payable - Sponsor

Net Cash Provided By Financing Activities

Net change in cash

( 1,321,414 )

Cash at beginning of period

10 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 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.

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

All activity for the period from July 12, 2021 (inception) through March 31, 2026 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and since closing 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.

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Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

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

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

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

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If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination.

Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against an initial Business Combination.

Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

1 unchanged sentence

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment.

If the Company has not completed a Business Combination before September 29, 2026 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

If the Company has not completed a Business Combination by September 29, 2026 (the “Combination Period”), or 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 Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

4 unchanged sentences

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or

products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.05 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.05 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $ 10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor have it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that the Sponsor’s only assets are securities of the Company.

4 unchanged sentences

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.

For the three months ended, March 31, 2026, 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.

3 unchanged sentences

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.

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

Liquidity and Capital Resources

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

As of March 31, 2026, the Company had $ 132,866 in its operating bank account, $ 25,486,851 in its trust account, and a working capital deficit of $ 4,070,794 .

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 5).

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 September 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 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.

The Company also has no approved plan in place to extend the business combination deadline beyond September 29, 2026, and lacks the capital resources needed to fund operations and complete any business combination, even if the deadline to complete a business combination is extended to a later date.

Management has determined that the liquidity condition and timing of liquidation 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.

The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital.

The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds

from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital.

Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

The escalation in October 2023 of the conflict between Israel and Hamas also could cause disruptions to global economic conditions and effect the stability of the Middle East region.

It is unknown how long any of these disruptions will continue and whether such disruptions will become more severe.

Various social and political circumstances in the U.S.

and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S.

and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S.

and worldwide.

The Iran war has resulted in higher oil prices and created concerns about economic recession.

Tariffs imposed by the U.S.

presidential administration caused geopolitical tension and higher prices of goods throughout the global economy.

Sanctions imposed by the U.S.

and other countries in connection with hostilities between Russia and Ukraine and tensions between China and Taiwan have caused additional financial market volatility and affected the global economy.

Concerns over persistent inflation, economic recession, as well as interest rate volatility and fluctuations in oil and gas prices resulting from global production and demand levels, as well as geopolitical tension, have exacerbated market volatility and could adversely affect the Company’s ability to complete a business combination and could have a material adverse effect on the value of the Company’s securities.

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

The impact of these conflicts on the world economy is not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

1 unchanged sentence

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

The accompanying unaudited condensed financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.

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

Accordingly, the accompanying unaudited condensed financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

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

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 30, 2025.

The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Emerging Growth Company

2 unchanged sentences

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

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

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different

application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

7 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 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.

Accordingly, at March 31, 2026 and December 31, 2025, the 2,236,713 Class A ordinary shares subject to possible redemption in the amount of $ 25,486,851 and $ 25,164,437 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 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

For the three months ended March 31, 2026 and 2025, the Company recorded measurement adjustments of $ 322,414 and $ 1,119,693 , respectively, to increase to redemption value.

As of March 31, 2026 and 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, 2025

Remeasurement adjustment on redeemable ordinary shares

Redemption of Class A ordinary Shares

( 84,840,616 )

( 7,763,287 )

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

Class A ordinary shares subject to possible redemption, March 31, 2025

Class A ordinary shares subject to possible redemption, January 1, 2026

Remeasurement adjustment on redeemable ordinary shares

Class A ordinary shares subject to possible redemption, March 31, 2026

Class B to Class A Share Conversion

As of December 31, 2025, 4,000,000 shares of Class B ordinary shares were converted into Class A ordinary shares in accordance with the Company’s governing documents.

The conversion did not alter the rights, preferences, or privileges of the shares.

As a result, the transaction was accounted for as an equity reclassification, with the carrying amount of Class B shares transferred to Class A shares.

No gain or loss was recognized in connection with the conversion.

The total number of issued and outstanding shares and total shareholders’ equity was not affected by the conversion.

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.

Weighted average shares were not reduced for the effect of an aggregate of 3,435,065 Class A and Class B 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.

1 unchanged sentence

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.

As of March 31, 2026 and 2025, 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

Allocation of net income, as adjusted

Basic and diluted weighted average shares outstanding

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 A and B non-redeemable ordinary share

For the three months ended

September 30,

Class A Redeemable ordinary shares

Allocation of net (loss) income, as adjusted

Allocation of net income (loss), as adjusted

Basic and diluted weighted average shares outstanding

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

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

Class A and B non-redeemable ordinary shares

Allocation of net (loss) income, as adjusted

Allocation of net income (loss), as adjusted

Basic and diluted weighted average shares outstanding

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

Basic and diluted net income (loss) 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 September 30, 2025 and December 31, 2024.

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

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

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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 September 30, 2025 and December 31, 2024.

The Company had no cash equivalents as of March 31, 2026 and December 31, 2025.

Investments held in Trust Account

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.

At March 31, 2026 and December 31, 2025, the Company had $ 25,486,851 and $ 25,164,437 in investments held in the Trust Account, respectively.

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

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act.

Investments held in Trust Account are presented on the balance sheet at fair value at the end of each reporting period.

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

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

Fair values of these investments are determined by Level 1 input utilizing quoted prices (unadjusted) in active markets for identical assets.

Fair Value of Financial Instruments

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For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

The classification of derivative instruments,

including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

4 unchanged sentences

Recent Accounting Standards

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

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures.

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

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.

4 unchanged sentences

2024-03 will have on its condensed financial statements.

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

NOTE 3 — INITIAL PUBLIC OFFERING

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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:

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.

(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.

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

Commencing on August 1, 2021, the Company has agreed to pay the Sponsor a total of $ 300,000 for office space, utilities and secretarial and administrative support for up to 36 months.

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

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 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.

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 advanced as of December 31, 2025 and $ 840,000 was advanced as of December 31, 2024.

The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination.

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

As of March 31, 2026 and December 31, 2025, the amount outstanding on this Note was $ 1,540,000 .

Note Payable – Sponsor

On June 25, 2025, the Company issued an unsecured promissory note (the “Second Note”) in the principal amount of up to $ 2,500,000 to the Sponsor.

On June 25, 2025, the Company issued a non – convertible unsecured promissory note (the “Second Note”) in the principal amount of up to $ 2,500,000 to the Sponsor.

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

As of March 31, 2026 and December 31, 2025, the Company borrowed $ 2,200,000 and $ 1,700,000 , respectively under the Second Note.

Related Party Loans

21 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 Founder 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 Class B ordinary 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 September 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

As of March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

2 unchanged sentences

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.

As of March 31, 2026 and December 31, 2025 there were 4,000,000 Class A ordinary shares issued and outstanding (excluding 2,236,713 Class A ordinary shares subject to possible redemption) 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 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.

As of March 31, 2026 and December 31, 2025, there were 2,422,078 shares of Class B ordinary shares issued and outstanding.

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 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 September 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 March 31, 2026 and December 31, 2025 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.

15 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 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,

The following table presents information about the Company’s assets and liabilities that are measured at fair value at March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Investments held in Trust Account

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

During the three months ended March 31, 2026 and 2025, there were no transfers into or out of Level 3.

In accordance with the Company’s investment management trust agreement, investments held in trust consist only of money market mutual funds invested solely in direct U.S.

1 unchanged sentence

The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

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

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

As of March 31, 2026, 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.

3 unchanged sentences

The CODM does not review assets in evaluating the results of the Company, and therefore, such information is not presented.

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:

When evaluating the Company’s primary measure of performance and making key decisions regarding resource allocation in order to ensure sufficient capital to complete an initial business combination and meet working capital requirements, the CODM reviews several key metrics, which include the following:

For the Three Months Ended

For the Nine Months Ended

September 30,

Loss from operations

Total other income

Net (loss) income

Net income (loss)

NOTE 11 — SUBSEQUENT EVENTS

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.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through May 14, 2026, 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.

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