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Item 1. Financial Statements

2026-08-14 compared with 2026-05-14 · 169 added, 75 removed, 360 unchanged (40% of the section changed)

1 unchanged sentence

SPARK I ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

Current Assets:

14 unchanged sentences

Class A ordinary shares subject to possible redemption;

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

2,236,713 shares at redemption value of $ 11.54 and $ 11.25 at June 30, 2026 and December 31, 2025, respectively

Shareholders’ Deficit:

1 unchanged sentence

5,000,000 shares authorized;

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

none issued and outstanding at June 30, 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 June 30, 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 June 30, 2026 and December 31, 2025

Additional paid-in capital

8 unchanged sentences

SPARK I ACQUISITION CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months

Ended March 31,

Administration fee – related party

Operating expenses

For the Six Months

Ended June 30,

Administrative fee – related party

Formation and operating expenses

TOTAL EXPENSES

Interest Income

Interest earned on investments held in Trust Account

Unrealized gain on investments held in Trust Account

TOTAL OTHER INCOME

Net income (loss)

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

Net (loss) income

( 1,650,889 )

( 1,745,084 )

Weighted Average Class A ordinary shares outstanding, basic and diluted

Basic and diluted net (loss) 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 (loss) income per 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 MONTHS ENDED MARCH 31, 2026 AND 2025

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

Class A Ordinary Shares

8 unchanged sentences

( 7,570,794 )

( 1,650,889 )

Remeasurement of Class A ordinary shares subject to possible redemption

Balance, June 30, 2026

( 9,549,121 )

( 9,548,479 )

Class A Ordinary Shares

10 unchanged sentences

( 4,946,268 )

Remeasurement of Class A ordinary shares subject to possible redemption

( 1,126,449 )

Balance, June 30, 2025

( 5,710,776 )

( 5,710,134 )

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

SPARK I ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

For the Three

March 31, 2026

March 31, 2025

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

June 30, 2026

June 30, 2025

Cash Flows From Operating Activities:

Net income (loss)

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

( 1,745,084 )

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Interest earned on investments held in Trust Account

2 unchanged sentences

Prepaid expenses

Related party payable

Accrued expenses and offering costs

4 unchanged sentences

Cash Flows From Financing Activities:

Proceeds from note payable - Sponsor

Proceeds from Convertible note payable - Sponsor

Proceeds from Note payable - Sponsor

Net Cash Provided By Financing Activities

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SPARK I ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

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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 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.

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

All activity for the period from July 12, 2021 (inception) through June 30, 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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There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Public Shares subject to redemption will be recorded

at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity .”

The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity .”

The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to the Business Combination.

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In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

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.

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 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.

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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.

For the three months ended, March 31, 2026, the Company deposited $ 100,652 into the trust account.

For the six months ended, June 30, 2026 and 2025, the Company deposited $ 201,304 and $ 0 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.

4 unchanged sentences

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

On May 14, 2026, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“ Nasdaq ”) indicating that the Company is not in compliance with Listing Rule 5450(a)(2) (the “ Minimum Total Holders Rule ”), which requires the Company to have at least 400 “Total Holders” (defined as both beneficial holders and holders of record) of the Company’s ordinary shares for continued listing on the Nasdaq Global Market.

The Notice is only a notification of deficiency, not of imminent delisting, and has no immediate effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.

The Notice stated that that Company has 45 days to submit a plan to regain compliance with the Minimum Total Holders Rule.

The Company submitted a compliance plan on June 29, 2026 for Nasdaq to review.

If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Total Holders Rule.

If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.

The Company has been in contact with a represenatative at Nasdaq and considers the issue remediated.

On June 11, 2026 (the “Signing Date”), the Company entered into an Agreement and Plan of Merger and Reorganization (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, Spark I Acquisition Corporation Sub I Inc., a Delaware corporation (“Merger Sub I”), Spark I Acquisition Corporation Sub II LLC, a Delaware limited liability company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and ZincFive, Inc., a Delaware corporation (“ZincFive”).

The transactions contemplated by the Merger Agreement are referred to as the “Business Combination.” The Company, Merger Sub I, Merger Sub II and ZincFive are each individually referred to as a “Party” and, collectively, as the “Parties.” In connection with the Closing, the Company will change its name to “ZincFive, Inc.”

The Merger Agreement and the Business Combination were unanimously approved by the boards of directors of each of the Company, Merger Sub I and ZincFive and by the managing member of Merger Sub II.

The Business Combination is expected to close in the second half of 2026 following the receipt of the required approval of the Company’s shareholders and the fulfillment of other customary closing conditions that are set forth in the Merger Agreement.

Subject to obtaining the required shareholder approvals and at least one day prior to the time of the closing of the Business Combination (the “Closing,” and the date on which the Closing occurs, the “Closing Date”), the Company will deregister as a Cayman Islands exempted company and transfer by way of continuation to and domesticate as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and such company after the Domestication, “New ZincFive”).

In connection with the Domestication, the Company will file with the Secretary of State of the State of Delaware a certificate of incorporation (the “Charter”), which sets forth the rights and preferences of the equity interests of New ZincFive, and adopt bylaws (the “Bylaws”) of New ZincFive.

Immediately prior to the Domestication, each of the holders of the then issued and outstanding Class B ordinary shares of the Company will cause each Cayman Class B Share to be converted, on a one -for-one basis, into a Class A ordinary share of the Company.

In connection with the Domestication:

(i) each of the then issued and outstanding Cayman Class A Shares will convert automatically, on a one -for-one basis, into a share of common stock, par value $ 0.0001 per share, of New ZincFive (the “New ZincFive Common Stock”);

(ii) each of the then issued and outstanding warrants representing the right to purchase one Cayman Class A Share (each, a “Cayman Purchaser Warrant”) will convert automatically into a warrant to acquire one share of New ZincFive Common Stock pursuant to the related warrant agreement (each warrant, a “New ZincFive Warrant”);

and (iii) each of the then issued and outstanding units of the Company will be canceled and each holder thereof will be entitled to one share of New ZincFive Common Stock and one -half of one New ZincFive Warrant.

The conversion of the (w) Cayman Class B Shares to Cayman Class A Shares, (x) Cayman Class A Shares to New ZincFive Common Stock, (y) Cayman Purchaser Warrants to New ZincFive Warrants and (z) units of the Company to New ZincFive Common Stock and New ZincFive Warrants are collectively referred to as the “Delaware Conversion.”

Sponsor Agreement

Concurrently with the execution of the Merger Agreement, the Company entered into the Sponsor Agreement (the “Sponsor Agreement”) with ZincFive, the Sponsor, certain stockholders of the Company (together with the Sponsor, the “Insiders”) and, solely for purposes of the Letter Agreement Amendment (as defined below), Ho Min (Jimmy) Kim, Chief Financial Officer of the Company (the “Non-Shareholder Insider”).

Under the terms of the Sponsor Agreement, the Insiders agreed to, among other things:

(i) vote in favor of adoption of the the Company Stockholder Matters;

(ii) vote against any Acquisition Transaction (as defined in the Merger Agreement) and any merger agreement or merger other than the Merger Agreement and the Business Combination;

(iii) vote against any change in the business, management or board of directors of the Company (other than in connection with the the Company Stockholder Matters or pursuant to the Merger Agreement or ancillary agreements);

and (iv) vote against any proposal, action or agreement that would:

(A) impede, interfere, frustrate, prevent or nullify any provision of the Sponsor Agreement, the Merger Agreement or the Business Combination;

(B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement;

(D) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor in the Sponsor Agreement;

or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, the Company.

Each officer and director of the Company previously entered into a letter agreement with the Company in connection with the Company’s initial public offering, pursuant to which they agreed to vote any the Company ordinary shares held by them in favor of the Business Combination.

If at any time following the Signing Date and until the termination of the Merger Agreement, the board of directors of the Company effect a Modification of Recommendation, then the obligations to vote or consent in accordance with the foregoing clauses (i)-(iv) will automatically be deemed to be modified such that the Sponsor will vote or provide its consent with respect to its Sponsor Securities (as defined below) in the same proportion to the votes cast or consent provided, as applicable, by the holders of the Cayman Class A Shares.

Pursuant to the Sponsor Agreement, during the period commencing on the Signing Date until the earliest of (a) termination of the Merger Agreement, (b) the liquidation of the Company, (c) the first anniversary of the Closing Date and (d) the date upon which the volume-weighted average price (“VWAP”) of New ZincFive Common Stock equals or exceeds $ 12.00 per share for any twenty ( 20 ) trading days within any thirty ( 30 ) trading day period commencing any time that is one hundred eighty ( 180 ) days after the date that a registration statement (the “Resale Registration Statement”) covering the resale of Registrable Securities (as defined in the A&R Registration Rights Agreement) initially becomes effective, the Insiders will not (subject to limited and customary exceptions):

(i) sell, offer to sell, contract or agree to sell, hypothecate or pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, 2,000,000 Cayman Class B Shares owned by the Insiders as of the Signing Date, the Cayman Class A Shares issued or issuable upon the Delaware Conversion with respect to such shares, and the New ZincFive Common Stock issued or issuable upon the Delaware Conversion with respect to such shares (together, the “Sponsor Securities”);

(ii) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of any Sponsor Securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise;

(iii) take any action in furtherance of any of the matters described in the foregoing clauses (i) or (ii);

or (iv) publicly announce any intention to effect any transaction specified in the foregoing clauses (i) or (ii).

Pursuant to the Sponsor Agreement, but subject to the consummation of the Business Combination, the Insiders agreed to waive all anti-dilution rights with respect to the rate that the Cayman Class B Shares convert into the Cayman Class A Shares in connection with the transactions contemplated by the Merger Agreement.

In addition, pursuant to the Sponsor Agreement, (a) Sponsor may elect to convert up to $ 1,500,000 of the aggregate amount outstanding under any Working Capital Loans (as defined in the Merger Agreement) into Cayman Purchaser Warrants, (b) Sponsor agreed to forfeit, immediately following the Closing and subject to the occurrence of the Closing, (x) 3,500,000 shares of the Company Common Stock, (y) 922,078 shares of the Company Common Stock for issuance to certain of the Bridge Investors (as defined below) and (z) 1,458,400 New ZincFive Warrants for issuance to certain of the Bridge Investors, and (c) Sponsor agreed to forfeit, immediately following the Closing, 2,786,867 New ZincFive Warrants and 50 % of any New ZincFive Warrants issued as a result of the conversion of Working Capital Loans for issuance as stock options pursuant to the New ZincFive Equity Incentive Plan (as defined in the Merger Agreement).

The Sponsor Agreement also amends that certain letter agreement, dated as of October 5, 2023 (the “Letter Agreement” and such amendment, the “Letter Agreement Amendment”), by and among SPKL, the Insiders and the Non-Shareholder Insider, pursuant to which the Sponsor agreed to surrender a number of Cayman Class B Shares (including any Cayman Class A Shares issued upon conversion of Cayman Class B Shares) in certain circumstances.

As a result of the Letter Agreement Amendment, effective immediately prior to the First Merger, the Sponsor will not be obligated to surrender any Cayman Class B Shares (or Cayman Class A Shares issued upon conversion of Cayman Class B Shares) if the Forward Purchaser (as defined in the Letter Agreement) does not purchase $ 115,000,000 worth of securities in accordance with that certain forward purchase agreement, dated as of October 5, 2023, by and between the Company and the Forward Purchaser.

If the Merger Agreement is terminated for any reason, the Letter Agreement Amendment will be void and of no force and effect.

Series A Preferred Stock Investments

In connection with the transactions contemplated by the Merger Agreement, on the Signing Date, the Company and ZincFive entered into a Securities Purchase Agreement (the “Series A SPA”) with certain institutional and accredited investors (the “Series A Preferred Stock Investors”).

Pursuant to the Series A SPA, the Series A Preferred Stock Investors agreed, among other things, to purchase, concurrently with the Closing, an aggregate of 10,441,174 shares of New ZincFive’s 12.0 % Series A Cumulative Convertible Preferred Stock, par value $ 0.0001 per share (the “New ZincFive Series A Preferred Stock”), having the rights, preferences and privileges set forth in the Certificate of Designation of Preferences, Rights and Limitations of 12.0 % Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”) and, for each Series A Preferred Stock Investor, a warrant to purchase a number of shares of New ZincFive Common Stock equal to the number of shares into which such shares of New ZincFive Common Stock underlying such investor’s Series A Preferred Stock are initially convertible (a “Series A Preferred Investor Warrant”), for an aggregate purchase price of $ 106.5 million (the “Series A Preferred Stock Investments”).

Each share of New ZincFive Series A Preferred Stock will have a stated value of $ 12.00 (the “Stated Value”).

Certain Series A Preferred Stock Investors who provided $ 6.5 million of interim financing to ZincFive in the form of secured promissory notes (the “Bridge Notes” and such Series A Preferred Stock Investors, the “Bridge Investors”) will pay the purchase price through the cancellation and conversion of such Series A Preferred Stock Investors’ Bridge Notes in exchange for shares of New ZincFive Series A Preferred Stock and Series A Preferred Investor Warrants.

As a condition to the closing of Alyeska Master Fund, L.P.’s (the “Lead Purchaser”) Series A Preferred Stock Investment, the Company will issue an aggregate of 3,500,000 shares of New ZincFive Common Stock to the Lead Purchaser or the Company or ZincFive will cause stockholders of the Company or ZincFive to assign an aggregate of 3,500,000 shares of New ZincFive Common Stock to the Lead Purchaser.

Liquidity and Capital Resources

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 .

As of June 30, 2026, the Company had $ 401,642 in its operating bank account, $ 25,813,648 in its trust account, and a working capital deficit of $ 6,048,479 .

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 March 31, 2026.

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.

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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

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Basis of Presentation

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

The accompanying unaudited condensed consolidated 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.

Accordingly, the accompanying unaudited condensed consolidated 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 consolidated 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 consolidated 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 and six months ended June 30, 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

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, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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.

growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

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

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

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

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.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, the Merger Subs.

The subsidiaries were formed solely for the purpose of completing an initial Business Combination and have had no operating activity since inception.

All significant intercompany balances and transactions have been eliminated in consolidation.

Offering Costs Associated with the Initial Public Offering

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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 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.

Accordingly, at June 30, 2026 and December 31, 2025, the 2,236,713 Class A ordinary shares subject to possible redemption in the amount of $ 25,813,648 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.

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:

For the six months ended June 30, 2026 and 2025, the Company recorded measurement adjustments of $ 649,211 and $ 2,246,142 , respectively, to increase to redemption value.

As of June 30, 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

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

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

Class B to Class A Share Conversion

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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 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.

As of June 30, 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 six months ended

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 Ordinary Share

Class 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

For the six months ended

Class A Redeemable ordinary shares

Allocation of net income (loss), as adjusted

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per Class A Ordinary Share

Class B Non-redeemable ordinary shares

Allocation of net income (loss), as adjusted

( 1,294,299 )

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per Class B Ordinary Share

For the three months ended

2 unchanged sentences

Basic and diluted weighted average shares outstanding

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

Class A and B non-redeemable ordinary shares

Basic and diluted net income (loss) per Class A Ordinary Share

Class B Non-redeemable ordinary shares

Allocation of net income (loss), as adjusted

( 1,224,436 )

Basic and diluted weighted average shares outstanding

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

Basic and diluted net income (loss) per Class B 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 March 31, 2026 and December 31, 2025.

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

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 March 31, 2026 and December 31, 2025.

The Company had no cash equivalents as of June 30, 2026 and December 31, 2025.

Investments held in Trust Account

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.

At June 30, 2026 and December 31, 2025, the Company had $ 25,813,648 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.

19 unchanged sentences

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.

9 unchanged sentences

The Company is currently evaluating the impact ASU No.

2024-03 will have on its condensed financial statements.

2024-03 will have on its condensed consolidated 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.

22 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.

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.

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

As of June 30, 2026 and December 31, 2025, the amount outstanding on this Note was $ 1,900,000 and $ 1,540,000 , 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 March 31, 2026 and December 31, 2025, the Company borrowed $ 2,200,000 and $ 1,700,000 , respectively under the Second Note.

As of June 30, 2026 and December 31, 2025, the Company borrowed $ 2,500,000 and $ 1,700,000 , respectively under the Second Note.

Related Party Loans

On March 29, 2024, the Sponsor advanced the Company $ 3,500 for working capital purposes.

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.

On May 13, 2026, the Sponsor advanced an additional $ 70,000 to the Company for working capital purposes.

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

These related party transaction are included on the accompanying balance sheets as a related party payable.

As of June 30, 2026 and December 31, 2025, the Company borrowed $ 73,500 and $ 3,500 , respectively under the related party payable.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent

to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions.

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

As of June 30, 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 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.

As of June 30, 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 March 31, 2026 and December 31, 2025, there were 2,422,078 shares of Class B ordinary shares issued and outstanding.

As of June 30, 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.

4 unchanged sentences

NOTE 8 — 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.

There were 13,490,535 warrants outstanding as of June 30, 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 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:

The following table presents information about the Company’s assets and liabilities that are measured at fair value at June 30, 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.

During the six months ended June 30, 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.

5 unchanged sentences

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

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

As of June 30, 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.

4 unchanged sentences

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 Six Months Ended

For the Three Months Ended

Loss from operations

( 2,192,993 )

( 1,341,232 )

( 1,877,034 )

Total other income

Net income (loss)

( 1,745,084 )

( 1,650,889 )

NOTE 11 — SUBSEQUENT EVENTS

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.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through August 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