What changed in this filing

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Item 9A. Controls and Procedures

2026-05-11 compared with 2025-03-13 · 166 added, 157 removed, 766 unchanged (30% of the section changed)

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As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Based upon his evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Accordingly, management believes that the financial statements included in this Form 10-K present fairly in all material respects our financial position, results of operations, and cash flows for the period presented.

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Other Information

During the quarter ended December 31, 2025, no director or officer adopted or terminated any (i) “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) or (ii) “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K;

and (ii) there was no information that was required to be disclosed on a Current Report on Form 8-K during such quarter that was not so disclosed.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Bélanger-Martin has been Co-Founder and Partner of Group W Inc., a multi-industry private equity firm.

Bélanger-Martin was Vice Chairman of the board of Global Eagle Entertainment from 2013 to 2016 after completing the merger of AIA, with Global Eagle Acquisition Corp.

a special purpose acquisition company, in 2013.

Since January 2026, he was elected Chairman of the Supervisory Board of SkyFive, a Munich-based aerospace telecom company that provides air-to-ground broadband connectivity for airlines and other aircraft operators.

It was founded in 2019 as a spin-off from Nokia.

Bélanger-Martin was Vice Chairman of the board of Global Eagle Entertainment from 2013 to 2016 after completing the merger of AIA with Global Eagle Acquisition Corp., a special purpose acquisition company, in 2013.

He served as AIA’s Chief Executive Officer from 2011 to 2013.

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Bélanger-Martin is a certified management accountant and Canadian CPA.

Bélanger-Martin received a BA in business administration from École des sciences de la gestion (ESG UQAM) in Montreal, a law certificate from University of Montreal in 1994, certification as a member of the Certified Management Accountants of Canada in 1996, and a Harvard Business School executive

education program on effective corporate boards in 2013.

We believe Mr.

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Kenneth Weinstein, PhD, has served on our board of directors since June 25, 2024.

Weinstein is currently the Japan Chair at the Hudson Institute and Chair and CEO of the Indo-Pacific Forum, an organization he co-founded in 2022 with the late Japanese Prime Minister, Shinzo Abe, to promote concrete initiatives to enhance connectivity, resilience, security and prosperity in the free and open Indo-Pacific.

Weinstein is currently the Japan Chair at the Hudson Institute and Founding Chair and CEO of the Indo-Pacific Forum, an organization he co-founded in 2022 with the late Japanese Prime Minister, Shinzo Abe, to promote concrete initiatives to enhance connectivity, resilience, security and prosperity in the free and open Indo-Pacific.

He joined Hudson in 1991, was appointed Chief Executive Officer in June 2005, was named president and Chief Executive Officer in March 2011 and maintained those positions through 2020.

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His nomination was reported unanimously out of the Senate Foreign Relations Committee in September 2020, but his nomination expired with the end of the 116 th Congress.

Weinstein has written widely for publications in the United States, Europe and Asia, including the Wall Street Journal, Le Monde and the Yomiuri Shimbun.

Weinstein has written widely for publications in the United States, Europe and Asia.

In 2006, he was decorated with a knighthood in arts and letters by the government of France.

He serves on the boards of nonprofit organizations in the United States and Europe.

In September 2024, Dr.

Weinstein was appointed as Ombudsman for CBS News, serving as an independent, internal advocate for journalistic integrity and transparency.

Weinstein earned his BA in General Studies in the Humanities from the University of Chicago, DEA in Soviet and Eastern European studies from Institut d’Etudes Politiques de Paris and PhD in Government from Harvard University.

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(August 2009 until the sale in November 2009), a Director of the REMA subsidiary of NRG Energy, Lead Director of Straight Path Communications (July 2013 until its sale to Verizon Corp.

in May 2017), and CFO of the Texas Heart Institute where he led a complex financial restructuring and assisted in the integration of St.

in May 2017), and CFO of the Texas Heart Institute where he led a complex financial restructuring and assisted

in the integration of St.

Luke’s Episcopal Hospital System and Baylor College of Medicine into Catholic Health Initiatives.

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We may not hold an annual meeting of shareholders until after we consummate our initial Business Combination.

Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board, or

by a majority of the holders of our ordinary shares.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

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We have adopted a Code of Ethics applicable to our directors, officers and employees.

We have filed a copy of our Code of Ethics as an exhibit to the registration statement in connection with our IPO.

We have filed a copy of our Code of Ethics as an exhibit to the registration statement in connection with our initial public offering.

You are able to review this document by accessing our public filings at the SEC’s web site at www.sec.gov .

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Insider Trading Policy

We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of the Company’s securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations (the “Insider Trading Policy”).

regulations (the “Insider Trading Policy”).

It is also the policy of the Company to comply with all applicable securities laws when transacting in its own securities.

A copy of our Insider Trading Policy is attached as an exhibit to this Form 10-K.

A copy of our Insider Trading Policy is attached as Exhibit 19.1 to this Form 10-K.

Limitation on Liability and Indemnification of Officers and Directors

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It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

Any compensation to be paid to our officers will be determined, or recommended to the board of

directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination.

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

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 13, 2025, by:

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of May 11, 2026, by:

● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

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The following table does not reflect beneficial ownership of the Public Warrants or Private Placement Warrants as these warrants are not exercisable within 60 days of the date of this Form 10-K.

We have based our calculation of the percentage of beneficial ownership on 23,000,000 Class A Ordinary Shares and 5,750,000 Class B ordinary shares issued and outstanding as of March 13, 2025.

We have based our calculation of the percentage of beneficial ownership on 23,000,000 Class A Ordinary Shares and 5,750,000 Class B Ordinary Shares issued and outstanding as of May 11, 2026.

NUMBER OF CLASS A

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Magnetar Financial LLC(6)

The Goldman Sachs Group, Inc.(7)

First Trust Merger Arbitrage Fund(7)

Polar Asset Management Partners Inc.(9)

AQR Capital Management, LLC(8)

Barclays PLC(11)

*Less than 1%

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Snyderman”) with respect to shares held for Magnetar Constellation Master Fund, Ltd (“Constellation Master Fund”) Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Magnetar SC Fund Ltd (“SC Fund”), Purpose Alternative Credit Fund Ltd (“Purpose Credit Fund”), Magnetar Structured Credit Fund, LP (“Structured Credit Fund”), Magnetar Alpha Star Fund LLC (“Alpha Star Fund”), Magnetar Lake Credit Fund LLC (“Lake Credit Fund”), Purpose Alternative Credit Fund - T LLC (“Purpose Credit Fund – T”), collectively (the “Magnetar Funds”).

Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the shares held for the Magnetar Funds’ accounts.

Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the shares held for the Magnetar Funds’ accounts.

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

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Snyderman is 1603 Orrington Avenue, 13 th Floor, Evanston, Illinois 60201.

(7) According to the Schedule 13G/A filed with the SEC on February 12, 2025 by The Goldman Sachs Group, Inc.

and Goldman Sachs & Co., LLC.

The securities owned by Goldman Sachs Group, Inc., as a parent holding company, are owned or may be deemed to be beneficially owned by Goldman Sachs & Co.

LLC, a broker dealer registered under Section 15 of the Securities Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.

The business address for Goldman Sachs Group, Inc.

and Goldman Sachs & Co.

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

(7) According to a Schedule 13G filed with the SEC on November 14, 2024 by First Trust Merger Arbitrage Fund (“VARBX”), First Trust Capital Management L.P.

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FTCM, an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company registered under the Investment Company Act of 1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the “Client Accounts”).

As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including Ordinary Shares of the Issuer) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Issuer’s Ordinary Shares held in the Client Accounts.

As of September 30, 2024, VARBX owned 1,876,481 shares of the outstanding Ordinary Shares of the Issuer, while FTCM, FTCS and Sub GP collectively owned 2,098,916 shares of the outstanding Ordinary Shares of the Issuer.

FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported in this Schedule 13G.

As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including ordinary shares of the Company) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any of the Company’s ordinary shares held in the Client Accounts.

As of September 30, 2024, VARBX owned 1,876,481 ordinary shares, while FTCM, FTCS and Sub GP collectively owned 2,098,916 ordinary shares.

FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the ordinary shares reported thereby.

No one individual controls FTCS or Sub GP.

FTCS and Sub GP do not own any Ordinary Shares of the Issuer for their own accounts.

FTCS and Sub GP do not own any ordinary shares for their own accounts.

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

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

(9) According to a Schedule 13G filed with the SEC on November 14, 2024 by Polar Asset Management Partners Inc.

(“Polar Asset Management Partners”).

Polar Asset Management Partners serves as the investment advisor to Polar Multi-Strategy Master Fund (“PMSMF”) with respect to the shares and warrants directly held by PMSMF.

The principal business address of Polar Asset Management Partners is 16 York Street, Suite 2900, Toronto, ON, Canada.

(8) According to a Schedule 13G filed with the SEC on November 14, 2024 on behalf of AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC.

AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC.

AQR Capital Management, LLC is a wholly owned subsidiary

of AQR Capital Management Holdings, LLC.

AQR Arbitrage, LLC is deemed to be controlled by AQR Capital Management, LLC.

The principal business address of all three entities is One Greenwich Plaza, Greenwich, CT 06830.

(11) According to a Schedule 13G filed with the SEC on February 7, 2025 on behalf of Barclays PLC.

The principal business address of Barclays PLC is 1 Churchill Place, London.

Certain Relationships and Related Transactions, and Director Independence

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All share and per-share amounts have been retroactively restated to reflect the share capitalization.

The number of Founder Shares outstanding was determined based on the expectation that the total size of the initial public offering would be a maximum of 23,000,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the initial public offering.

The number of Founder Shares outstanding was determined based on the expectation that the total size of the initial public offering would be a maximum of 23,000,000 Units if the underwriters’ over-allotment option was exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the initial public offering.

Private Placement Warrants

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Of those 6,000,000 Private Placement Warrants, our Sponsor purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants.

The Private Placement Warrants are identical to the warrants sold as part of the units in the initial public offering except that, so long as they are held by our Sponsor or its permitted transferees, (i) may not (including the underlying securities), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination, (ii) and will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor and/or its respective designees, will not be exercisable more than five years from the commencement of sales in the initial public offering in accordance with FINRA Rule 5110(g)(8).

A portion of the purchase price of the Private Placement Warrants were added to the proceeds from the initial public offering to be held in the Trust Account such that $230,000,000 is held in the Trust Account.

If we do not complete our initial Business Combination within the Completion Window, the Private Placement Warrants will expire worthless.

The Private Placement Warrants and Private Placement Warrants are subject to the transfer restrictions described above.

Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the units being sold in the initial public offering.

The Private Placement Warrants are identical to the Public Warrants except that, so long as they are held by our Sponsor or its permitted transferees, (i) may not (including the underlying securities), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination, (ii) and will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor and/or its respective designees, will not be exercisable more than five years from the commencement of sales in the initial public offering in accordance with FINRA Rule 5110(g)(8).

A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the initial public offering to be held in the Trust Account such that $230,000,000 is held in the Trust Account.

If we do not complete our initial Business Combination within the Completion Window, upon our liquidation, the Private Placement Warrants will expire.

Administrative Services Agreement

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We pay our Sponsor (and/or its affiliates or designees) an aggregate of up to $20,000 per month for office space, secretarial, administrative and support services provided to us and members of our management team.

Upon completion of our initial Business Combination or our liquidation, we well cease paying these monthly fees.

For the years ended December 31, 2025 and 2024, we incurred administrative support services fees of $240,000 and $124,000, respectively.

We paid $120,000 and $124,000 during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, we had outstanding accrued administrative support services fees of $120,000 and $0, respectively, which are included in accrued expenses in the accompanying balance sheets.

Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees.

No compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor, executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial Business Combination without shareholder approval.

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In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into Private Placement Warrants at a price of $1.00 per warrant, at the option of the lender.

Up to $1,500,000 of such loans may be convertible

into Private Placement Warrants at a price of $1.00 per warrant, at the option of the lender.

The warrants would be identical to the Private Placement Warrants, including as to exercisability and exercise price.

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We will bear the expenses incurred in connection with the filing of any such registration statements.

Related Party Loans

Related Party Loans and Advances

On November 20, 2021, as amended on February 9, 2024, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”).

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The outstanding balance of $155,688 was repaid at the closing of the Initial Public Offering on June 27, 2024.

The Company’s Chief Executive Officer has also paid certain operating expenses on behalf of the Company.

As of December 31, 2025, the outstanding balance related to these payments was $14,663.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

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Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

As of December 31, 2024, the Company had no borrowings under the Working Capital Loans.

As of December 31, 2025 and 2024, the Company had no borrowings under the Working Capital Loans.

Principal Accounting Fees and Services.

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

For the year ended December 31, 2024 and 2023, fees for our independent registered public accounting firm were approximately $122,200 and $18,200, respectively for the services Withum performed in connection with our Initial Public Offering and the audit of our December 31, 2024 financial statements included in this Form 10-K.

For the years ended December 31, 2025 and 2024, fees for our independent registered public accounting firm were approximately $102,400 and $122,200, respectively for the services Withum performed in connection with the audit of our December 31, 2025 and December 31, 2024 financial statements included in this Form 10-K.

Audit-Related Fees.

For the year ended December 31, 2024 and 2023, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements, respectively.

For the year ended December 31, 2024 and 2023, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning, respectively.

For the years ended December 31, 2025 and 2024, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements, respectively.

For the years ended December 31, 2025 and 2024, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning, respectively.

All Other Fees .

For the year ended December 31, 2024 and 2023, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above, respectively.

For the years ended December 31, 2025 and 2024, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above, respectively.

Pre-Approval Policy

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Financial Statement Schedules:

The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Form 10-K.

The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report on Form 10-K.

Exhibit Index

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001-42142), filed with the SEC on June 28, 2024).

Description of Securities.

Description of Securities (incorporated by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K (File No.

001-42142), filed with the SEC on March 13, 2025).

Letter Agreement, dated June 25, 2024, by and among the Registrant, Graf Global Sponsor LLC and each of the executive officers and directors of Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

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001-42142), filed with the SEC on June 28, 2024).

Insider Trading Policy.

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K (File No.

001-42142), filed with the SEC on March 13, 2025).

Power of Attorney (included on the signature pages herein).

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Policy relating to the recovery of erroneously awarded compensation.

Audit Committee Charter.

Compensation Committee Charter.

Nominating and Corporate Governance Committee Charter.

Policy relating to the recovery of erroneously awarded compensation (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K (File No.

001-42142), filed with the SEC on March 13, 2025).

Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registrant’s Annual Report on Form 10-K (File No.

001-42142), filed with the SEC on March 13, 2025).

Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registrant’s Annual Report on Form 10-K (File No.

001-42142), filed with the SEC on March 13, 2025).

Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.3 to the Registrant’s Annual Report on Form 10-K (File No.

001-42142), filed with the SEC on March 13, 2025).

Inline XBRL Instance Document

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Chief Executive Officer and Chief Financial Officer

(Principal executive officer and principal financial

and accounting officer)

March 13, 2025

(Principal executive officer and principal financial officer)

POWER OF ATTORNEY

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Chief Executive Officer, Chief Financial Officer and Director

March 13, 2025

( Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

/s/ Louis Bélanger-Martin

March 13, 2025

Louis Bélanger-Martin

/s/ Kenneth Weinstein

March 13, 2025

Kenneth Weinstein

March 13, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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(the “Company”) as of December 31, 2025 and 2024 and the related statements of operations, changes in shareholders’ deficit, and cash flow for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flow for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flow for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

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As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by June 27, 2026, then the Company will cease all operations except for the purpose of liquidating.

The liquidity condition raises substantial doubt about the Company ’ s ability to continue as a going concern.

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

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

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New York, New York

March 13, 2025

PCAOB ID Number 100

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Cash held in Trust Account

Liabilities and Shareholders’ Deficit

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit

Current liabilities

Accrued offering costs

Note payable – related party

Due to related party

Accrued expenses

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Total Liabilities

Commitments (Note 6)

Class A ordinary shares subject to possible redemption, 23,000,000 and 0 shares at redemption value of approximately $ 10.25 and $ 0 per share as of December 31, 2024 and 2023, respectively

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of approximately $ 10.68 and $ 10.25 per share as of December 31, 2025 and 2024

Shareholders’ Deficit

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400,000,000 shares authorized;

none issued or outstanding (excluding 23,000,000 and 0 shares subject to possible redemption) as of December 31, 2024 and 2023, respectively

none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) as of December 31, 2025 and 2024

Class B ordinary shares, $ 0.0001 par value;

80,000,000 shares authorized;

5,750,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively

5,750,000 shares issued and outstanding as of December 31, 2025 and 2024

Additional paid-in capital

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( 10,968,600 )

( 9,143,462 )

Total Shareholders’ Deficit

( 10,968,025 )

Total Liabilities and Shareholders’ Deficit

( 9,142,887 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit

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

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For the Years Ended December 31,

Operating and formation costs

General and administrative costs

Loss from operations

( 1,825,138 )

Other income:

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Total other income

Net income (loss)

Weighted average shares outstanding of Class A ordinary shares

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Weighted average shares outstanding of Class B ordinary shares

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

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

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

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Balance — December 31, 2023

Balance – December 31, 2023

Sale of 6,000,000 Private Placement Warrants

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( 9,142,887 )

Accretion for Class A ordinary shares to redemption amount

( 9,844,588 )

Balance — December 31, 2025

( 10,968,600 )

( 10,968,025 )

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

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Cash Flows from Operating Activities:

Net income (loss)

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

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

Payment of operation costs through promissory note

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( 9,844,588 )

( 5,764,764 )

Changes in operating assets and liabilities:

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Long-term prepaid insurance

Due to related party

Accrued expenses

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Payment of offering costs

Net cash provided by financing activities

Net cash (used in) provided by financing activities

Net Change in Cash

Cash – Beginning of year

Cash – End of year

Cash – Beginning of period

Cash – End of period

Non-Cash investing and financing activities:

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(the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 17, 2021.

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”).

The Company may pursue an acquisition opportunity in any industry or geographic location.

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

The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement to enter into an initial Business Combination.

Pursuant to NYSE American listing rules, the Company must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement to enter into an initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target 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”).

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government treasury obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

To mitigate the risk that might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time in its own discretion, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing bank demand deposit account.

To mitigate the risk that might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds

investments in the Trust Account, the Company may, at any time in its own discretion, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing bank demand deposit account.

The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem, regardless of whether they abstain, vote for, or against, a Business Combination, all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

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The Company’s Sponsor, executive officers and directors will agree not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A Ordinary Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering or during any extended time that the Company has to consummate a Business Combination beyond 24 months as a result of a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association (the “Combination Period”), the Company will but not more than ten business days thereafter, redeem 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 (which interest shall be net of taxes payable and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

liquidating distributions, if any) subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

In such event, the warrants will expire and be worthless.

the fund held in the Trust Account (which interest shall be net of taxes payable and up to $ 100,000 of interest to pay dissolution expenses).

In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the fund held in the Trust Account (which interest shall be net of taxes payable and up to $ 100,000 of interest to pay dissolution expenses).

The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.

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Liquidity and Going Concern

As of December 31, 2024, the Company had $ 479,628 in its operating bank account and working capital of $ 547,403 .

The Company initially has until June 27, 2026 to consummate the initial Business Combination (assume no extensions).

As of December 31, 2025, the Company had $ 699 in its operating bank account and working capital deficit of $ 1,168,025 .

The Company initially has until June 27, 2026 to consummate the initial Business Combination (assuming no shareholder-approved extensions to the Combination Period).

If the Company does not complete a Business Combination, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association.

Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility that Business Combination might not happen within the 24-month period from the date of the auditor’s report.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of December 31, 2024, the Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of December 31, 2025, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties.

The Company’s officers, directors and Sponsor 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 needs.

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If a Business Combination is not consummated by the end of the Combination Period, currently June 27, 2026, there will be a mandatory liquidation and subsequent dissolution of the Company.

Management has determined that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern.

Management has determined that the liquidity condition, the date of mandatory liquidation and 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.

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dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

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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 statement 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.

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.

Use of Estimates

The preparation of the financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

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Cash Held in Trust Account

At December 31, 2024, the assets held in the Trust Account were in an interest-bearing demand deposit account at a bank, amounting to $ 235,764,764 .

At December 31, 2023, there was no Trust Account.

As of December 31, 2025 and 2024, the assets held in the Trust Account were in an interest bearing demand deposit account at a bank, amounting to $ 245,609,352 and $ 235,764,764 , respectively.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, “Distinguishing Liabilities from Equity”, and ASC 815-15, “Derivatives and Hedging”.

“Derivatives and Hedging”.

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

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Such guidance provides that the warrants described above were not precluded from equity classification.

Equity-classified

contracts are initially measured at fair value (or allocated value).

Equity-classified contracts are initially measured at fair value (or allocated value).

Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.

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

Accordingly, at December 31, 2024 and 2023, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

Accordingly, as of December 31, 2025 and 2024, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

At December 31, 2025 and 2024, the Class A Ordinary Shares subject to redemption reflected in the balance sheets are reconciled in the following table:

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Class A ordinary shares subject to possible redemption, December 31, 2024

Remeasurement of carrying value to redemption value

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

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

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

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

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

There is currently no taxation imposed on income by the government of the Cayman Islands.

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The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) per Ordinary Share

par value of $ 0.0001 per share (the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”).

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, (i) Class A Ordinary Shares and non-redeemable Class A Ordinary Shares and (ii) Class B ordinary shares, par value of $ 0.0001 per share (the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”).

Income and losses are shared pro rata between the two classes of shares.

Net income (loss) per Ordinary Share is calculated by dividing the net income (loss) by the weighted average shares of Ordinary Shares outstanding for the respective period.

The calculation of diluted net income (loss) does not consider the effect of the Public Warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the Private Placement Warrants to purchase an aggregate of 6,000,000 shares of Class A Ordinary Shares in the calculation of diluted income per ordinary share, because their exercise is contingent upon future events.

As a result, diluted net income (loss) per Ordinary Share is the same as basic net income (loss) per Ordinary Share for the years ended December 31, 2024 and 2023.

Net income per Ordinary Share is calculated by dividing the net income by the weighted average shares of Ordinary Shares outstanding for the respective period.

The calculation of diluted net income does not consider the effect of the Public Warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the Private Placement Warrants to purchase an aggregate of 6,000,000 shares of Class A Ordinary Shares in the calculation of diluted income per ordinary share, because their exercise is contingent upon future events.

As a result, diluted net income per Ordinary Share is the same as basic net income per Ordinary Share for the year ended December 31, 2025 and 2024.

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

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

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

For the Years Ended December 31,

Class A - Non-

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss), as adjusted

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income (loss) per ordinary share

Basic and diluted net income per ordinary share

Allocation of net income, as adjusted

Basic weighted average shares outstanding

Basic net income per ordinary share

Concentration of Credit Risk

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Recent Accounting Standards

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

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.

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All share and per-share amounts have been retroactively restated to reflect the share capitalization.

The holders of the Founder Shares agreed to forfeit and cancel up to an aggregate of 750,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units is not exercised in full by the underwriters.

The forfeiture will be adjusted to the extent that the option to purchase additional Units is not exercised in full by the underwriters so that the Founder Shares will represent approximately 20 % of the Company’s issued and outstanding shares after the Initial Public Offering.

The forfeiture would be adjusted to the extent that the option to purchase additional Units was not exercised in full by the underwriters so that the Founder Shares would represent approximately 20 % of the Company’s issued and outstanding shares after the Initial Public Offering.

On June 27, 2024, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

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Each independent director paid $ 90 or an aggregate purchase price of $ 270 in consideration of the assignment of shares.

The sale of the Founders Shares to each of the Company’s three independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

The sale of the Founder Shares to each of the Company’s three independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date.

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

Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

As of December 31, 2024, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized.

Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence

under the applicable accounting literature in this circumstance.

As of December 31, 2025 and 2024, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized.

Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.

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Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares.

Notwithstanding the foregoing, if

(1) the closing price of the Class A Ordinary Shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

Notwithstanding the foregoing, if (1) the closing price of the Class A Ordinary Shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

Administrative Services Agreement

The Company entered into an agreement, commencing on June 25, 2024, through the earlier of consummation of the initial Business Combination and the liquidation, to pay an affiliate of the Sponsor $ 20,000 per month for office space, utilities and secretarial and administrative support services provided to members of the management team.

For the years ended December 31, 2024 and 2023, the Company incurred and paid $ 124,000 and $ 0 , respectively, in administrative support services fees.

For the years ended December 31, 2025 and 2024, the Company incurred administrative support services fees of $ 240,000 and $ 124,000 , respectively.

The Company paid $ 120,000 and $ 124,000 during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the Company had outstanding accrued administrative support services fees of $ 120,000 and $ 0 , respectively, which are included in accrued expenses in the accompanying balance sheets.

In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations.

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Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account.

For the year ended December 31, 2024, the Company did not have any reimbursements.

For the year ended December 31, 2025, the Company incurred $ 40,106 such expenses.

For the year ended December 31, 2024, the Company did no t have any reimbursements.

Due from Sponsor

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On July 2, 2024, the Company paid the Sponsor an amount of $ 5,696 to clear all outstanding related party payables between the Company and the Sponsor.

On March 31, 2025, the Company paid an expense for the Sponsor an amount of $ 141 inadvertently.

This was repaid in April 2025.

Due to Related Party

The Company’s Chief Executive Officer paid certain operating expenses on behalf of the Company.

These amounts are payable and have been recorded as due to related party in the accompanying balance sheets.

As of December 31, 2025, the outstanding balance related to these payments was $ 14,663 .

Related Party Loans

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The Note is non-interest bearing, unsecured and due on the earlier of December 31, 2024 or the closing of the Initial Public Offering.

The outstanding balance of $ 155,688 was repaid at the closing of the Initial Public Offering on June 27, 2024.

The outstanding balance of $ 155,688 was repaid at the closing of the Initial Public Offering on June 27, 2024, and borrowings under the Note are no longer available.

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As of December 31, 2025 and 2024, the Company had no borrowings under the Working Capital Loans.

COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the recent escalation of the Israel-Hamas conflict, and continuing tensions between Israel and the U.S.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

The invasion of Ukraine by Russia, the escalation of the Israel-Hamas conflict, continuing tensions between Israel and the U.S.

with Iran, and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

with Iran, and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

Registration and Shareholder Rights

Commencing on June 25, 2024, the holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration and shareholder rights agreement requiring the Company to register a sale of any of the Company’s securities held by them prior to the consummation of the initial Business Combination.

registration rights pursuant to a registration and shareholder rights agreement requiring the Company to register a sale of any of the Company’s securities held by them prior to the consummation of the initial Business Combination.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

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The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

STOCKHOLDERS’ DEFICIT

SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share.

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Holders of the Company’s Class A Ordinary Shares are entitled to one vote for each share.

As of December 31, 2024 and 2023, there were no Class A Ordinary Shares issued or outstanding, excluding 23,000,000 and 0 Class A Ordinary Shares subject to possible redemption, respectively.

As of December 31, 2025 and 2024, there were no Class A Ordinary Shares issued or outstanding, excluding 23,000,000 Class A Ordinary Shares subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue 80,000,000 Class B Ordinary Shares with a par value of $ 0.0001 per share.

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Warrants — As of December 31, 2025, there were 17,500,000 warrants outstanding, including 11,500,000 Public Warrants and 6,000,000 Private Placement Warrants.

As of December 31, 2023, there were no outstanding warrants.

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

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Market Pricing Adjustment

At December 31, 2024, assets held in the Trust Account were comprised of $ 235,764,764 in interest-bearing demand deposit at a bank.

Through December 31, 2024, the Company did not withdraw any amount of interest earned on the Trust Account.

The Trust Account did not exist as of December 31, 2023.

At December 31, 2025 and 2024, assets held in the Trust Account were comprised of $ 245,609,352 and $ 235,764,764 in interest-bearing demand deposit at a bank.

As of December 31, 2025 and 2024, the Company did not withdraw any amount of interest earned on the Trust Account.

SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company only has one operating segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the statements of operations as net income (loss).

The measure of segment assets is reported on the balance sheet as total assets.

Accordingly, management has determined that the Company only has one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the statements of operations as net income.

The measure of segment assets is reported on the balance sheets as total assets.

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

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December 31, 2024

Trust Account

December 31, 2024

December 31, 2023

Operating and formation costs

Cash held in Trust Account

For the Years Ended December 31,

General and administrative costs

Interest earned on cash held in Trust Account

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 business combination period.

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, dated June 25, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

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.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Operating and formation costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income are reported on the statement of operations and described within their respective disclosures.

general and administrative expenses, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income are reported on the statements of operations and described within their respective disclosures.

The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.

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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-K

Item 9A. Controls and Procedures