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Item 1. Financial Statements

2026-08-12 compared with 2026-05-12 · 118 added, 86 removed, 301 unchanged (40% of the section changed)

16 unchanged sentences

Commitments and Contingencies (Note 6)

Ordinary shares subject to possible redemption, 11,500,000 shares at redemption value of approximately $ 10.59 and $ 10.50 per share as of March 31, 2026 and December 31, 2025, respectively 121,816,078 120,754,293

Ordinary shares subject to possible redemption, 4,332,775 and 11,500,000 shares at redemption value of approximately $ 10.70 and $ 10.50 per share as of June 30, 2026 and December 31, 2025, respectively 46,369,473 120,754,293

Shareholders’ Deficit

4 unchanged sentences

400,000,000 shares authorized;

4,420,833 shares issued and outstanding (excluding 11,500,000 subject to possible redemption) as of March 31, 2026 and December 31, 2025 442 442

4,420,833 shares issued and outstanding (excluding 4,332,775 and 11,500,000 subject to possible redemption as of June 30, 2026 and December 31, 2025, respectively) as of June 30, 2026 and December 31, 2025 442 442

Additional paid-in capital — —

2 unchanged sentences

Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 46,672,974 $ 121,115,768

The accompanying notes are an

integral part of these unaudited condensed financial statements.

The accompanying notes are an integral part of

these unaudited condensed financial statements.

TAVIA ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

General and administrative costs $ 1,278,409 $ 575,469 $ 1,518,485 $ 816,860

3 unchanged sentences

Total other income 878,340 1,221,289 1,940,125 2,436,991

Net income $ 821,709 $ 974,311

Net (loss) income $ ( 400,069 ) $ 645,820 $ 421,640 $ 1,620,131

Basic and diluted weighted average shares outstanding of redeemable ordinary shares 9,270,197 11,500,000 10,385,098 11,500,000

Basic and diluted net income per redeemable ordinary share $ 0.05 $ 0.06

Basic and diluted net (loss) income per redeemable ordinary share $ ( 0.03 ) $ 0.04 $ 0.03 $ 0.10

Basic and diluted weighted average shares outstanding of non-redeemable ordinary shares 4,420,833 4,420,833 4,420,833 4,420,833

Basic and diluted net income per non-redeemable ordinary share $ 0.05 $ 0.06

The accompanying notes are an

integral part of these unaudited condensed financial statements.

Basic and diluted net (loss) income per non-redeemable ordinary share $ ( 0.03 ) $ 0.04 $ 0.03 $ 0.10

The accompanying notes are an integral part

of these unaudited condensed financial statements.

TAVIA ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES

IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Ordinary Shares

Additional Paid-in

Total Shareholders’

Shareholders’

Balance – January 1, 2026 4,420,833 $ 442 $ — $ ( 1,053,807 ) $ ( 1,053,365 )

$ ( 1,053,807 )

$ ( 1,053,365 )

Accretion for ordinary shares to redemption amount — — — ( 1,061,785 ) ( 1,061,785 )

( 1,061,785 )

Balance – March 31, 2026

$ ( 1,293,883 )

$ ( 1,293,441 )

FOR THE THREE MONTHS ENDED

MARCH 31, 2025

Ordinary Shares Additional Paid-in Retained

(Accumulated Total Shareholders’

Shares Amount Capital Deficit) (Deficit)

Net income — — — 821,709 821,709

Balance – March 31, 2026 (Unaudited) 4,420,833 442 — ( 1,293,883 ) ( 1,293,441 )

Accretion for ordinary shares to redemption amount

Balance – June 30, 2026 (Unaudited)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Ordinary Shares

Shareholders’

Balance – January 1, 2025 4,420,833 $ 442 $ 329,697 $ 79,518 $ 409,657

1 unchanged sentence

Net income — — — 974,311 974,311

Balance – March 31, 2025 4,420,833 $ 442 $ — $ ( 73,247 ) $ ( 72,805 )

The accompanying notes are an

integral part of these unaudited condensed financial statements.

Balance – March 31, 2025 (Unaudited) 4,420,833 442 — ( 73,247 ) ( 72,805 )

Accretion for ordinary shares to redemption amount

Balance – June 30, 2025 (Unaudited)

The accompanying notes are an integral part

of these unaudited condensed financial statements.

TAVIA ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

Six Months Ended

Cash Flows from Operating Activities:

6 unchanged sentences

Net cash used in operating activities ( 241,141 ) ( 431,833 )

Cash Flows from Investing Activities:

Investment of cash into Trust Account

Cash withdrawn from Trust Account in connection with redemption

Net cash provided by investing activities

Cash Flows from Financing Activities:

Proceeds from promissory note – related party 300,000 —

Proceeds from promissory notes – related parties 360,000 —

Payment of offering costs ( 75,000 ) ( 10,000 )

Net cash provided by (used in) financing activities 225,000 ( 10,000 )

Redemption of ordinary shares

Net cash used in financing activities ( 76,099,945 ) ( 10,000 )

Net Change in Cash and Cash Equivalents ( 16,141 ) ( 441,833 )

1 unchanged sentence

Cash and Cash Equivalents – End of period $ 213,484 $ 471,826

The accompanying notes are an

integral part of these unaudited condensed financial statements.

The accompanying notes are an integral part

of these unaudited condensed financial statements.

TAVIA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

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

All activity for the period from March 7, 2024 (inception) through March 31, 2026 relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

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

All activity for the period from March 7, 2024 (inception) through June 30, 2026 relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

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

10 unchanged sentences

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The share exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the assets held in the Trust Account (excluding income interest earned on the Trust Account and released to the Company to pay taxes).

The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the assets held in the Trust Account (excluding income interest earned on the Trust Account and released to the Company to pay taxes).

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

10 unchanged sentences

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

If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or share exchange rule.

If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (as amended from time to time, the “Articles”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), the underlying ordinary shares of the Private Placement Units (“Private Shares”) and, subject to applicable securities laws, any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination.

1 unchanged sentence

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group,” as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written consent.

The Sponsor and EBC have agreed (a) to waive their redemption rights with respect to any Founder Shares, EBC Founder Shares (defined below), Private Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their redemption rights with respect to their Founder Shares, EBC Founder Shares and Private Shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association to (1) modify the substance or timing of the obligation to provide for the redemption of the public shares in connection with a Business Combination or to redeem 100 % of the public shares if the Company does not complete the Business Combination within 18 months from the closing of the Initial Public Offering or (2) with respect to any other material provisions relating to shareholders’ rights or pre-Business Combination activity, and (c) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares, EBC Founder Shares and Private Shares held by them if the Company fails to complete the Business Combination within 18 months from the closing of the Initial Public Offering.

The Sponsor and EBC have agreed (a) to waive their redemption rights with respect to any Founder Shares, EBC Founder Shares (defined below), Private Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their redemption rights with respect to their Founder Shares, EBC Founder Shares and Private Shares in connection with a shareholder vote to approve an amendment to the Articles to (1) modify the substance or timing of the obligation to provide for the redemption of the public shares in connection with a Business Combination or to redeem 100 % of the public shares if the Company does not complete the Business Combination within 18 months from the closing of the Initial Public Offering or (2) with respect to any other material provisions relating to shareholders’ rights or pre-Business Combination activity, and (c) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares, EBC Founder Shares and Private Shares held by them if the Company fails to complete the Business Combination within 18 months from the closing of the Initial Public Offering.

If the Company submits the Business Combination to the public shareholders for a vote, the Sponsor and the Company’s officers and directors have agreed (and their permitted transferees will agree) to vote any Founder Shares, Private Shares and, subject to applicable securities laws, any public shares purchased by them in or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of a Business Combination.

The Company will have until 18 months from the closing of the Initial Public Offering, or June 5, 2026, to consummate a Business Combination (the “Combination Period”).

The Company initially had until 18 months from the closing of the Initial Public Offering, or June 5, 2026 (the “Previous Termination Date”), to consummate a Business Combination, which date was subsequently extended to the Extended Date as described below (the “Combination Period”).

However, if the Company has not completed a Business Combination within 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 on the funds held in the Trust Account) (less up to $ 100,000 of interest to pay liquidation and 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.

5 unchanged sentences

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On June 2, 2026, the Company held an extraordinary general meeting of shareholders (the “Extension Meeting”) to consider and vote upon certain matters set forth in the definitive proxy statement related to the Extension Meeting filed by the Company with the SEC on May 12, 2026 (the “Proxy Statement”).

At the Extension Meeting, the Company’s shareholders approved a proposal to amend the Articles, by way of special resolution, in the form set forth as Annex A to the Proxy Statement (the “Articles Amendment”), to extend the date by which the Company must consummate a Business Combination from June 5, 2026 (the “Previous Termination Date”) to March 5, 2027, or such earlier date as determined by the Company’s board of directors (such applicable date, the “Extended Date”), for a total extension of up to nine months after the Previous Termination Date (the “Articles Amendment Proposal”).

Approval of the Articles Amendment Proposal required a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the ordinary shares entitled to vote thereon and voted in person (including by virtual attendance) or by proxy at the Extension Meeting.

Effective upon the approval of the Articles Amendment Proposal, on June 2, 2026, the Articles were amended pursuant to the Articles Amendment.

In connection with the approval of the Articles Amendment Proposal, the Public Shareholders elected to redeem 7,167,225 ordinary shares at a redemption price of approximately $ 10.66 per share, for an aggregate redemption amount of approximately $ 76.4 million (the “Redemption”).

After the satisfaction of the Redemption, an aggregate of 8,753,608 ordinary shares remain outstanding.

In connection with the approval of the Articles Amendment Proposal, the Sponsor agreed that it or its designees will deposit into the Trust Account as a loan, on each of the Previous Termination Date and the 5th day of each subsequent calendar month until (but excluding) the Extended Date (each such date, a “Contribution Date”) the lesser of (x) $ 60,000 or (y) $ 0.03 per Public Share multiplied by the number of Public Shares outstanding on the applicable Contribution Date (a “Contribution”, and the Sponsor or its designee making such Contribution, a “Contributor”).

If a Contributor fails to make a Contribution by an applicable Contribution Date (subject to a 30 -day cure period in accordance with the investment management trust agreement (the “Trust Agreement”) entered into at the time of the Initial Public Offering), the Company will liquidate and dissolve as soon as practicable after such date and in accordance with the Articles.

On June 5, 2026, the Company issued an unsecured promissory note (the “June 2026 Note”) in the principal amount of up to $ 540,000 to the Sponsor, to be drawn down in connection with the Contributions (see Note 5).

If the Company has consummated a Business Combination or announced its intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate.

Going Concern and Liquidity

As of March 31, 2026, the Company had operating cash of $ 344,032 and working capital deficit of $ 1,293,441 .

As of June 30, 2026, the Company had operating cash of $ 213,484 and working capital deficit of $ 2,631,850 .

The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the Company’s liquidity condition and, due to the mandatory liquidation should a Business Combination not occur by June 5, 2026, potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the Company’s liquidity condition and, due to the mandatory liquidation should a Business Combination not occur by the Extended Date, potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period.

3 unchanged sentences

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 unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they 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.

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

The balance sheet as of December 31, 2025 was derived from the audited financial statements but does not include all disclosures required by U.S.

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 16, 2026.

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.

The interim results for the three and six months ended June 30, 2026 and 2025 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

12 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 $ 343,994 and $ 229,586 in cash and $ 38 and $ 39 in cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

The Company had $ 213,445 and $ 229,586 in cash and $ 39 and $ 39 in cash equivalents as of June 30, 2026 and December 31, 2025, respectively.

Marketable Securities Held in Trust Account

As of March 31, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $ 121,816,078 and $ 120,754,293 , respectively, were held in marketable securities composed of U.S.

As of June 30, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $ 46,369,473 and $ 120,754,293 , respectively, were held in marketable securities composed of U.S.

treasury securities.

14 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.

18 unchanged sentences

Derivative liabilities are classified in the condensed 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 condensed balance sheet date.

The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 since the underwriters did not exercise their over-allotment option at the closing of Initial Public Offering.

The underwriters’ over-allotment option was deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 since the underwriters did not exercise their over-allotment option at the closing of Initial Public Offering.

On December 9, 2024, the underwriters notified the Company of their exercise of the over-allotment option in full.

The Company accounts for the Public and Private Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

11 unchanged sentences

Fair value per share right $ 0.12

Net Income Per Ordinary Share

Net (Loss) Income Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.

The remeasurement associated with the redeemable ordinary shares is excluded from income per ordinary share as the redemption amount approximates fair value.

The calculation of diluted income per ordinary share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement units that convert into ordinary shares since the conversion of the rights into ordinary shares is contingent upon the occurrence of future events.

As of March 31, 2026 and December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

For the Three Months Ended

March 31, 2026

Redeemable Non-redeemable

Allocation of net income $ 593,540 $ 228,169

Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period.

The remeasurement associated with the redeemable ordinary shares is excluded from (loss) income per ordinary share as the redemption amount approximates fair value.

The calculation of diluted (loss) income per ordinary share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement units that convert into ordinary shares since the conversion of the rights into ordinary shares is contingent upon the occurrence of future events.

As of June 30, 2026 and December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted net (loss) income per ordinary share is the same as basic net income per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):

Three Months Ended For the

Six Months Ended

June 30, 2026 June 30, 2026

Redeemable Non-Redeemable Redeemable Non-Redeemable

Allocation of net (loss) income $ ( 270,887 ) $ ( 129,182 ) $ 295,745 $ 125,895

Basic and diluted weighted average ordinary shares outstanding 9,270,197 4,420,833 10,385,098 4,420,833

Basic and diluted net income per ordinary share $ 0.05 $ 0.05

For the Three Months Ended

March 31, 2025

Redeemable Non-redeemable

Basic and diluted net (loss) income per ordinary share $ ( 0.03 ) $ ( 0.03 ) $ 0.03 $ 0.03

Three Months Ended For the

Six Months Ended

June 30, 2025 June 30, 2025

Redeemable Non-Redeemable Redeemable Non-Redeemable

Allocation of net income $ 466,491 $ 179,329 $ 1,170,259 $ 449,871

7 unchanged sentences

The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated equity.

Accordingly, as of March 31, 2026 and December 31, 2025, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

As of March 31, 2026 and December 31, 2025, the ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Accordingly, as of June 30, 2026 and December 31, 2025, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

As of June 30, 2026 and December 31, 2025, the ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds $ 115,000,000

5 unchanged sentences

Ordinary Shares subject to possible redemption, March 31, 2026 121,816,078

Redemptions ( 76,384,945 )

Remeasurement of carrying value to redemption value 938,340

Ordinary Shares subject to possible redemption, June 30, 2026 $ 46,369,473

Recently Issued Accounting Pronouncements Adopted During the Period

28 unchanged sentences

On October 24, 2024, the director nominees surrendered 20,000 shares each, for no consideration.

The fair value of the 90,000 shares granted to the Company’s director (after the forfeiture) nominees was $ 371,700 or $ 4.13 per share.

The fair value of the 90,000 shares granted to the Company’s director nominees (after the forfeiture) was $ 371,700 or $ 4.13 per share.

The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

1 unchanged sentence

The Founder Shares and EBC Founder Shares are identical to the ordinary shares included in the Public Units, and holders of Founder Shares and EBC Founder Shares have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares and EBC Founder Shares are subject to certain transfer restrictions, as described below;

(ii) the initial shareholders and EBC have agreed (A) to waive their redemption rights with respect to any Founder Shares and EBC Founder Shares in connection with the completion of the Business Combination, (B) to waive their redemption rights with respect to their Founder Shares and EBC Founder Shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association to (a) modify the substance or timing of the obligation to provide for the redemption of the Public Shares in connection with a Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the Business Combination within 18 months from the closing of the Initial Public Offering or (b) with respect to any other material provisions relating to shareholders’ rights or pre-Business Combination activity, and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and EBC Founder Shares held by them if the Company fails to complete the Business Combination within 18 months from the closing of the Initial Public Offering;

(ii) the initial shareholders and EBC have agreed (A) to waive their redemption rights with respect to any Founder Shares and EBC Founder Shares in connection with the completion of the Business Combination, (B) to waive their redemption rights with respect to their Founder Shares and EBC Founder Shares in connection with a shareholder vote to approve an amendment to the Articles to (a) modify the substance or timing of the obligation to provide for the redemption of the Public Shares in connection with a Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the Business Combination within 18 months from the closing of the Initial Public Offering or (b) with respect to any other material provisions relating to shareholders’ rights or pre-Business Combination activity, and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and EBC Founder Shares held by them if the Company fails to complete the Business Combination within 18 months from the closing of the Initial Public Offering;

and (iii) the Founder Shares and EBC Founder Shares are entitled to registration rights.

8 unchanged sentences

The Sponsor will not have any claim against the Trust Account with respect to the Second Amended and Restated Note.

As of March 31, 2026 and December 31, 2025, there was $ 500,000 outstanding under the Second Amended and Restated Note.

As of June 30, 2026 and December 31, 2025, there was $ 500,000 outstanding under the Second Amended and Restated Note.

On February 2, 2026, the Company issued a promissory note (the “EBC Note”) to EBC.

4 unchanged sentences

If such funds are insufficient to repay the EBC Note, the EBC Note will not be repaid.

As of March 31, 2026 and December 31, 2025, there was $ 300,000 and $ 0 outstanding under the EBC Note, respectively.

The Second Amended and Restated Note and the EBC Note are presented within promissory notes – related parties on the accompanying balance sheet.

As of March 31, 2026, the aggregate outstanding balance of these notes totaled $ 800,000 .

As of June 30, 2026 and December 31, 2025, there was $ 300,000 and $ 0 outstanding under the EBC Note, respectively.

On June 5, 2026, the Company issued the June 2026 Note in the principal amount of up to $ 540,000 to the Sponsor, to be drawn down in connection with the Contributions) by the Sponsor or its designees to the Trust Account.

The June 2026 Note does not bear interest and the principal balance will be payable on the earlier of:

(i) the date on which the Company consummates a Business Combination and (ii) the date that the winding up of the Company is effective.

In the event that the Company does not consummate a Business Combination, the June 2026 Note will be repaid only from amounts remaining outside of the Trust Account, if any.

The June 2026 Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the June 2026 Note and all other sums payable with regard to the June 2026 Note becoming immediately due and payable.

The Second Amended and Restated Note, EBC Note and June 2026 Note are presented within promissory notes – related parties on the accompanying balance sheet.

As of June 30, 2026, the aggregate outstanding balance of these notes totaled $ 860,000 .

Advances from Related Party

Advances from related party represents excess private placement funding by the Sponsor to the Company that is not covered by the Second Amended and Restated Note.

As of March 31, 2026 and December 31, 2025, total advances from related party amounted to $ 131,684 .

As of June 30, 2026 and December 31, 2025, total advances from related party amounted to $ 131,684 .

These advances are due on demand.

1 unchanged sentence

The Company entered into an agreement with the Sponsor, commencing on December 3, 2024 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an aggregate of $ 10,000 per month for certain utilities and administrative support services.

For the three months ended March 31, 2026, the Company incurred and paid $ 30,000 in administrative fees.

For the three months ended March 31, 2025, the Company incurred $ 30,000 in such fees, of which $ 20,000 was paid.

For the three and six months ended June 30, 2026, the Company incurred and paid $ 30,000 and $ 60,000 , respectively, in administrative fees.

For the three and six months ended June 30, 2025, the Company incurred and paid $ 60,000 of administrative fees.

COMMITMENTS AND CONTINGENCIES

17 unchanged sentences

Preference Shares — The Company is authorized to issue 100,000,000 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.

Ordinary Shares — The Company is authorized to issue 400,000,000 ordinary shares with a par value of $ 0.0001 per share.

Holders of ordinary shares were entitled to one vote for each share.

As of March 31, 2026 and December 31, 2025, there were 4,420,833 ordinary shares issued and outstanding which includes (i) 3,833,333 Founder Shares, (ii) 200,000 EBC Founder Shares, (iii) 350,000 Private Shares issued at the closing of the Initial Public Offering and (iv) 37,500 Private Shares issued at the closing of the over-allotment option, excluding 11,500,000 shares subject to possible redemption.

As of June 30, 2026 and December 31, 2025, there were 4,420,833 ordinary shares issued and outstanding which includes (i) 3,833,333 Founder Shares, (ii) 200,000 EBC Founder Shares, (iii) 350,000 Private Shares issued at the closing of the Initial Public Offering and (iv) 37,500 Private Shares issued at the closing of the over-allotment option, excluding 4,332,775 and 11,500,000 shares subject to possible redemption as of June 30, 2026 and December 31, 2025, respectively.

Holders of ordinary shares of record are entitled to one vote for each share held on all matters to be voted on by shareholders.

Unless specified in the amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the ordinary shares that are voted is required to approve any such matter voted on by the shareholders.

Approval of certain actions, will require a special resolution under Cayman Islands law and pursuant to the amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.

Unless specified in the Articles, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the ordinary shares that are voted is required to approve any such matter voted on by the shareholders.

Approval of certain actions, will require a special resolution under Cayman Islands law and pursuant to the Articles, such actions include amending the Articles and approving a statutory merger or consolidation with another company.

There is no cumulative voting with respect to the election of directors.

8 unchanged sentences

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

The following table presents information about the Company’s assets that are measured at fair value as of 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:

Level March 31,

The following table presents information about the Company’s assets that are measured at fair value as of 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:

Level June 30,

Marketable securities held in Trust Account 1 $ 46,369,473

12 unchanged sentences

Marketable securities held in Trust Account $ 46,369,473 $ 120,754,293

March 31, For the

Three Months Ended

June 30, For the

Six Months Ended

2026 2025 2026 2025

General and administrative costs $ 1,278,409 $ 575,469 $ 1,518,485 $ 816,860

Interest earned on marketable securities held in Trust Account $ 878,340 $ 1,221,289 $ 1,940,125 $ 2,436,991

The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Investment Management Trust Agreement.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period.

5 unchanged sentences

Based upon this review, except as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

On April 28, 2026, the Company filed a preliminary proxy statement in connection with a possible extension of the period of time in which the Company must consummate the Business Combination from June 5, 2026 to March 5, 2027, or such earlier date as determined by the Company’s board of directors, for a total extension of up to nine months.

There can be no assurance as to whether or when such an extension may be approved by the Company’s shareholders.

On July 13, 2026, the Company and Vita Inclinata Technologies, Inc.

(“Vita”) issued a press release announcing that they have entered into a non-binding letter of intent for a proposed Business Combination.

No assurances can be made that the Company and Vita will successfully negotiate and enter into a definitive agreement, or that the proposed Business Combination will be consummated on the terms or timeframe currently contemplated, or at all.

Any transaction would be subject to completion of due diligence, the negotiation of a definitive agreement providing for the proposed Business Combination, satisfaction of the conditions negotiated therein, board and equity holder approval, regulatory approvals and other customary closing conditions.

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