What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-12 compared with 2026-05-14 · 79 added, 66 removed, 305 unchanged (32% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

2026 December 31,

Current Assets:

14 unchanged sentences

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value at March 31, 2026 and December 31, 2025, respectively of $ 10.10 and $ 10.01 , per share 232,262,000 230,229,000

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value at June 30, 2026 and December 31, 2025, respectively of $ 10.19 and $ 10.01 , per share 234,316,000 230,229,000

Shareholders’ Deficit

4 unchanged sentences

175,000,000 shares authorized;

none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) at March 31, 2026 and December 31, 2025.

none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) at June 30, 2026 and December 31, 2025.

Class B ordinary shares, $ 0.0001 par value;

17,500,000 shares authorized;

7,666,667 shares issued and outstanding at March 31, 2026 and December 31, 2025 1,000 1,000

7,666,667 shares issued and outstanding at June 30, 2026 and December 31, 2025 1,000 1,000

Accumulated deficit ( 6,194,000 ) ( 5,368,000 )

1 unchanged sentence

Total liabilities and shareholders’ deficit $ 236,598,000 $ 233,333,000

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

The accompanying notes are an integral part of

these condensed financial statements.

VINE HILL CAPITAL INVESTMENT CORP.

CONDENSED STATEMENT OF OPERATIONS

General and administrative costs $ 437,000

CONDENSED STATEMENTS OF OPERATIONS

General and administrative expenses $ 427,000 $ 864,000

Loss from operations ( 427,000 ) ( 864,000 )

8 unchanged sentences

Class B ordinary shares – Basic and diluted net income per share $ 0.05 $ 0.11

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

The accompanying notes are an integral part of

these condensed financial statements.

VINE HILL CAPITAL INVESTMENT CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the three months March 31, 2026

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

For the three and six months ended June 30,

For the three months ended June 30, 2026 (unaudited):

Class B Ordinary

Shares Additional

Paid-In Accumulated Total

Shareholders’

Shares Amount Capital Deficit Deficit

Balance as of March 31, 2026 (unaudited) 7,666,667 $ 1,000 $ — $ ( 5,785,000 ) $ ( 5,784,000 )

Accretion in value of Class A ordinary shares — — — ( 2,055,000 ) ( 2,055,000 )

Net income — — — 1,646,000 1,646,000

Balance as of June 30, 2026, (unaudited) 7,666,667 $ 1,000 $ — $ ( 6,194,000 ) $ ( 6,193,000 )

For the six months ended June 30, 2026 (unaudited):

Class B Ordinary

Shareholders’

Balance as of December 31, 2025 7,666,667 $ 1,000 $ — $ ( 5,368,000 ) $ ( 5,367,000 )

1 unchanged sentence

Net income — — — 3,261,000 3,261,000

Balance as of March 31, 2026, (unaudited) 7,666,667 $ 1,000 $ — $ ( 5,785,000 ) $ ( 5,784,000 )

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

Balance as of June 30, 2026, (unaudited) 7,666,667 $ 1,000 $ — $ ( 6,194,000 ) $ ( 6,193,000 )

The accompanying notes are an integral part of

these condensed financial statements.

VINE HILL CAPITAL INVESTMENT CORP.

CONDENSED STATEMENT OF CASH FLOWS

For the three months ended March 31, 2026

For the six months ended June 30, 2026

Cash flows from operating activities

3 unchanged sentences

Changes in operating assets and liabilities:

(Increase) in prepaid expenses and other ( 19,000 )

Increase in accounts payable 13,000

Decrease in prepaid expenses and other 15,000

(Decrease) in accounts payable ( 18,000 )

(Decrease) in accrued expenses and other ( 186,000 )

Increase in deferred compensation – related parties 198,000

Increase in deferred legal 10,000

Net cash used in operating activities ( 807,000 )

Net decrease in cash ( 807,000 )

Cash – beginning of period 2,845,000

Cash – end of period $ 2,344,000

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

Cash and cash equivalents – beginning of period 2,845,000

Cash and cash equivalents – end of period $ 2,038,000

The accompanying notes are an integral part of

these condensed financial statements.

VINE HILL CAPITAL INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

Note 1 — Description of Organization and Business Operations

4 unchanged sentences

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act”, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

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

All activity for the period from August 18, 2025 (inception) through March 31, 2026 relates to the Company’s formation and the initial public offering (“Offering”), which is described below, and subsequent to the Offering, identifying and completing a suitable business combination.

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

All activity for the period from August 18, 2025 (inception) through June 30, 2026 relates to the Company’s formation and the initial public offering (“Offering”), which is described below, and subsequent to the Offering, identifying and completing a suitable business combination.

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

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Offering.

The Company generates non-operating income in the form of interest income from the proceeds derived from the Offering.

The Company has selected December 31 as its fiscal year end.

6 unchanged sentences

Simultaneously with the closing of the Offering, the Company consummated the sale of 5,500,000 private placement warrants (the “Private Placement Warrants”) to the Sponsor at a price of $ 1.00 per Private Placement Warrant, or $ 5,500,000 in the aggregate, which is described in Note 4.

In connection with the closing, the underwriter exercised in full its 45 - day overallotment option to purchase up to an additional 3,000,000 Units as discussed in Note 3.

In connection with the closing, the underwriter exercised in full its 45 - day overallotment option to purchase an additional 3,000,000 Units as discussed in Note 3.

The Trust Account

15 unchanged sentences

The ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Offering (December 19, 2027), or by such earlier liquidation date as the board of directors of the Company may approve, subject to applicable law, and the Company does not otherwise seek shareholder approval to amend its amended and restated memorandum and articles of association to extend the amount of time it will have to consummate an Initial Business Combination, or (ii) the Company obtains shareholder approval to extend the date on which the Company must complete the Initial Business Combination and such extension is conditioned upon depositing additional funds into the Trust Account, upon the end of a 30-day cure period after the date any such funds were required to be deposited but were not so deposited, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 (which interest shall be net of permitted withdrawals 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 the holders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, 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.

Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Offering (December 19, 2027), the “Completion Window” or by such earlier liquidation date as the board of directors of the Company may approve, subject to applicable law, and the Company does not otherwise seek shareholder approval to amend its amended and restated memorandum and articles of association to extend the amount of time it will have to consummate an Initial Business Combination, or (ii) the Company obtains shareholder approval to extend the date on which the Company must complete the Initial Business Combination and such extension is conditioned upon depositing additional funds into the Trust Account, upon the end of a 30-day cure period after the date any such funds were required to be deposited but were not so deposited, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 (which interest shall be net of permitted withdrawals 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 the holders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, 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.

The Sponsor, officers and directors will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Offering.

4 unchanged sentences

Certain Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from each of the ongoing conflicts involving Russia-Ukraine and Israel-Hamas, the hostilities in Iran and the recent escalations between the United States and Venezuela, as well as recent developments to U.S.

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from each of the ongoing conflicts involving Russia-Ukraine, Israel-Hamas and the United States and Iran, as well as developments to U.S.

trade policies.

4 unchanged sentences

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 or the recent changes to trade policies by the United States and other countries, 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.

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 and the United States-Iran conflicts and subsequent sanctions or related actions or the recent changes to trade policies by the United States and other countries, 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.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Company are presented in U.S.

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

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

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

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

GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act.

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

GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“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.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements as of December 31, 2025 filed with the SEC on March 30, 2026.

The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other future periods.

Liquidity and Capital Resources

As of March 31, 2026, the Company had approximately $ 2,033,000 in cash and had a working capital of approximately $ 2,317,000 .

As of March 31, 2026, no working capital loans were outstanding.

As of June 30, 2026, the Company had approximately $ 2,038,000 in cash and had working capital of approximately $ 1,918,000 (which includes approximately $ 213,000 of liabilities for compensation that is deferred as to payment until the closing of a business combination).

As of June 30, 2026, no working capital loans were outstanding.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 204-50, “Presentation of Financial Statements - Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business.

9 unchanged sentences

Cash and Cash Equivalents

The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents.

As of March 31, 2026 and December 31, 2025, the Company had cash and cash equivalents of approximately $ 2,344,000 and $ 2,845,000 , respectively.

At March 31, 2026 and December 31, 2025, substantially all of the cash and cash equivalents are in cash equivalents.

As of March 31, 2026 and December 31, 2025, the assets held in Trust Account were held in money market funds that invest only in U.S.

government treasury bills.

The Company considers all highly liquid instruments with original maturities of three months or less when acquired, other than those held in the Trust Account, to be cash equivalents.

As of June 30, 2026 and December 31, 2025, the Company had cash and cash equivalents of approximately $ 2,038,000 and $ 2,845,000 , respectively, substantially all of which is in cash equivalents.

Concentration of Credit Risk

34 unchanged sentences

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

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, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

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

11 unchanged sentences

Three months ended

March 31, 2026

Class A Class B

June 30, 2026 Six months ended

June 30, 2026

Class A Class B Class A Class B

Basic and diluted net income per share of ordinary shares:

8 unchanged sentences

Accordingly, the Company evaluated and has classified the warrant instruments under equity treatment at their assigned values.

There are 7,666,667 Public Warrants outstanding to purchase 7,666,667 Class A ordinary shares, and 5,500,000 Private Placement Warrants outstanding to purchase 5,500,000 Class A ordinary shares, as of March 31, 2026 and December 31, 2025.

Class A Ordinary Shares Subject to Possible Redemption

5 unchanged sentences

While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,000 , all shares of Class A ordinary shares are redeemable and classified as such on the Company’s financial statements until such time as a redemption event takes place.

As of March 31, 2026 and December 31, 2025, the value of Class A ordinary shares that may be redeemed is equal to approximately $ 10.10 and $ 10.01 , respectively, per share (which is the assumed redemption price) multiplied by 23,000,000 shares of Class A ordinary shares.

As of June 30, 2026 and December 31, 2025, the value of Class A ordinary shares that may be redeemed is equal to approximately $ 10.19 and $ 10.01 , respectively, per share (which is the assumed redemption price) multiplied by 23,000,000 shares of Class A ordinary shares.

The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to accumulated deficit.

Accordingly, as of March 31, 2026 and December 31, 2025, all of the 23,000,000 Public Shares were classified outside of shareholders’ deficit section of the Company’s unaudited condensed balance sheets.

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

Accordingly, as of June 30, 2026 and December 31, 2025, all of the 23,000,000 Public Shares were classified outside of shareholders’ deficit section of the Company’s unaudited condensed balance sheets.

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

Dollars Shares

5 unchanged sentences

Accretion of carrying value to redemption value 4,087,000 -

Class A ordinary shares subject to possible redemption as of March 31, 2026 $ 232,262,000 23,000,000

Class A ordinary shares subject to possible redemption as of June 30, 2026 $ 234,316,000 23,000,000

Recent Accounting Standards

1 unchanged sentence

Note 3 — Public Offering

On December 19, 2025 the Company completed the Offering of 23,000,000 Units at a price of $ 10.00 per unit for a total of $ 230 million, including the “upsizing” of the Offering from $ 175,000,000 to $ 200,000,000 and the underwriters’ full exercise of its 3,000,000 share over-allotment option.

On December 19, 2025 the Company completed the Offering of 23,000,000 Units at a price of $ 10.00 per unit for a total of $ 230 ,000,000, including the “upsizing” of the Offering from $ 175,000,000 to $ 200,000,000 and the underwriters’ full exercise of its 3,000,000 over-allotment option.

Each Unit consists of one Public Share and one-third of one warrant (each, a “Public Warrant” and collectively, the “Public Warrants”).

30 unchanged sentences

Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Approximately $ 45,000 was paid and charged to operations for the three months ended March 31, 2026 under this agreement and no amounts were outstanding at March 31, 2026.

Approximately $ 45,000 and $ 90,000 , respectively, was paid and charged to operations for the three and six months ended June 30, 2026 under this agreement and no amounts were outstanding at June 30, 2026.

Executive Officer Compensation

1 unchanged sentence

For our Chief Executive Officer and Chief Financial Officer, of which $ 16,500 per month would be payable upon the completion of the Company’s Initial Business Combination and the remaining $ 16,500 per month would be currently paid monthly for their services.

Approximately $ 198,000 in the aggregate for both executives was charged to operations for the three months ended March 31, 2026 under this agreement and approximately $ 99,000 was paid, leaving approximately $ 99,000 unpaid and included in deferred compensation – related parties for the three months ended March 31, 2026.

Including approximately $ 15,000 of deferred compensation in December 2025, the total amount of deferred compensation – related parties for these two individuals at March 31, 2026 aggregated approximately $ 114,000 .

Approximately $ 198,000 and $ 396,000 , respectively, in the aggregate for both executives was charged to operations for the three and six months ended June 30, 2026 under this agreement and approximately $ 99,000 and $ 198,000 , respectively, was paid, leaving approximately $ 99,000 and $ 198,000 , respectively, unpaid and included in deferred compensation – related parties for the three and six months ended June 30, 2026.

Including approximately $ 15,000 of deferred compensation in December 2025, the total amount of deferred compensation – related parties for these two individuals at June 30, 2026 aggregated approximately $ 213,000 .

Related Party Loans

On August 21, 2025, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the Offering pursuant to a promissory note (the “Note”).

This loan is non-interest bearing and was payable on the earlier of March 31, 2026, or the date on which the Company consummates the Offering.

As of the closing date, December 19, 2025, the Company had borrowed $ 175,000 under this agreement and such amount was paid in full at the closing on December 19, 2025 leaving no balance outstanding at December 31, 2025 or March 31, 2026 and no further amounts are available for drawdown.

This loan is non-interest bearing and was payable on the earlier of June 30, 2026, or the date on which the Company consummates the Offering.

As of the closing date, December 19, 2025, the Company had borrowed $ 175,000 under this agreement and such amount was paid in full at the closing on December 19, 2025 leaving no balance outstanding at December 31, 2025 or June 30, 2026 and no further amounts are available for drawdown.

Working Capital Loans

4 unchanged sentences

The warrants and their underlying securities would be identical to the Private Placement Warrants.

As of March 31, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

As of June 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

Note 6— Trust Account and Fair Value Measurement

4 unchanged sentences

government treasury obligations.

At March 31, 2026 and December 31, 2025, the balance in the Trust Account was held in a money market fund meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S.

At June 30, 2026 and December 31, 2025, the balance in the Trust Account was held in a money market fund meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S.

government treasury obligations.

The balance in the Trust Account is presented at fair value.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Since all of the Company’s permitted investments at March 31, 2026 and December 31, 2025 consisted of money market funds that invest only in U.S.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Since all of the Company’s permitted investments at June 30, 2026 and December 31, 2025 consisted of money market funds that invest only in U.S.

government treasury bills, fair values of its investment are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows:

Description at March 31, 2026 Level 1

Description at June 30, 2026 Level 1

Money market funds $ 234,316,000

11 unchanged sentences

The Company is authorized to issue 1,750,000 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

2 unchanged sentences

Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share (except as otherwise expressed in the Company’s amended and restated memorandum and articles of association).

As of March 31, 2026 and December 31, 2025, there are no Class A ordinary shares issued or outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption and classified as temporary equity.

As of June 30, 2026 and December 31, 2025, there are no Class A ordinary shares issued or outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption and classified as temporary equity.

In connection with the “upsizing” of the Offering from $ 175,000,000 to $ 200,000,000 and the exercise of the underwriters’ over-allotment option, an additional 958,334 Class B ordinary shares were issued to the Sponsor, increasing the total Class B ordinary shares issued to 7,666,667 , in order to represent 25 % of the outstanding shares after the Offering.

1 unchanged sentence

The underwriters’ exercised the over-allotment option in full at the closing of the Offering and so no Founder Shares were forfeited and are no longer forfeitable.

As of March 31, 2026 and December 31, 2025, there were 7,666,667 Founder Shares issued and outstanding.

As of March 31, 2026 and December 31, 2025, there were 13,166,667 warrants outstanding to purchase 13,166.667 class A ordinary shares including 7,666,667 Public Warrants to purchase 7,666,667 class A ordinary shares and 5,500,000 Private Placement Warrants outstanding to purchase 5,500,000 class A ordinary shares.

As of June 30, 2026 and December 31, 2025, there were 7,666,667 Founder Shares issued and outstanding.

As of June 30, 2026 and December 31, 2025, there were 13,166,667 warrants outstanding to purchase 13,166.667 class A ordinary shares including 7,666,667 Public Warrants to purchase 7,666,667 class A ordinary shares and 5,500,000 Private Placement Warrants outstanding to purchase 5,500,000 class A ordinary shares.

Each whole warrant entitles the holder thereof to purchase one whole Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as described herein, at any time commencing 30 days after the completion of the Initial Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a “cashless basis” under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.

22 unchanged sentences

As such, our expenses consist of the costs of raising capital and, afterward, identifying a business combination candidate and the diligence, contractual, reporting and other obligations associated with completing such business combination as well as expenses for ongoing professional and other costs to maintain our reporting, listing, compliance and administrative requirements of being a publicly traded company.

In addition to such expenses, which approximated $ 437,000 in the three months ended March 31, 2026, the Company has approximately $ 232,262,000 and $ 230,229,000 , respectively, of investment in the Trust Account as of March 31, 2026 and December 31, 2025, and such cash and investments are expected to generate interest or dividend income.

In addition to such expenses, which approximated $ 427,000 and $ 864,000 in the three and six months ended June 30, 2026, the Company has approximately $ 234,316,000 and $ 230,229,000 , respectively, of investment in the Trust Account as of June 30, 2026 and December 31, 2025, and such cash and investments are expected to generate interest or dividend income.

The new information required by ASU 2023-07 includes:

Other segment items:

Segment expenses total approximately $ 447,000 for the three months ended March 31, 2026.

Other income consisted of approximately $ 2,052,000 during the three months ended March 31, 2026.

Segment expenses total approximately $ 427,000 and $ 864,000 for the three and six months ended June 30, 2026.

Other income consisted of approximately $ 2,073,000 and $ 4,125,000 , respectively, during the three and six months ended June 30, 2026.

Identification of the chief operating decision maker (“CODM”):

8 unchanged sentences

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after March 31, 2026, the balance sheet date, up to the date the financial statements were available to be issued.

The Company evaluated subsequent events and transactions that occurred after June 30, 2026, the balance sheet date, up to the date the financial statements were available to be issued.

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

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

What changed 10-Q

Item 1. Financial Statements