Vine Hill Capital Investment Corp. II 10-Q

Item 1. Financial Statements VINE HILL CAPITAL INVESTMENT CORP. II CONDENSED BALANCE SHEETS June 30, 2026 December 31, 2025 (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 2,038,000 $ 2,845,000 Prepaid expenses 244,000 259,000 Total current assets 2,282,000 3,104,000 Investment in Trust Account 234,316,000 230,229,000 Total assets $ 236,598,000 $ 233,333,000 LIABILITIES AND SHAREHOLDERS’ DEFICIT Current Liabilities: Accounts payable $ 87,000 $ 105,000 Accrued liabilities 64,000 250,000 Deferred compensation - related parties 213,000 15,000 Total current liabilities 364,000 370,000 Deferred underwriting payable 8,050,000 8,050,000 Deferred legal payable 61,000 51,000 Total liabilities 8,475,000 8,471,000 Commitments and Contingencies 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 Preference shares, $ 0.0001 par value; 1,750,000 shares authorized; none issued or outstanding — — Class A ordinary shares, $ 0.0001 par value; 175,000,000 shares authorized; 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 June 30, 2026 and December 31, 2025 1,000 1,000 Accumulated deficit ( 6,194,000 ) ( 5,368,000 ) Total shareholders’ deficit ( 6,193,000 ) ( 5,367,000 ) Total liabilities and shareholders’ deficit $ 236,598,000 $ 233,333,000 The accompanying notes are an integral part of these condensed financial statements. 1 VINE HILL CAPITAL INVESTMENT CORP. II CONDENSED STATEMENTS OF OPERATIONS (unaudited) For the three months ended June 30, 2026 For the six months ended June 30, 2026 General and administrative expenses $ 427,000 $ 864,000 Loss from operations ( 427,000 ) ( 864,000 ) Other income Interest income on investment held in Trust Account 2,055,000 4,087,000 Interest income on cash in operating account 18,000 38,000 Total other income 2,073,000 4,125,000 Net income $ 1,646,000 $ 3,261,000 Weighted average Class A ordinary shares outstanding - basic and diluted 23,000,000 23,000,000 Class A ordinary shares - basic and diluted net income per share $ 0.05 $ 0.11 Weighted average Class B ordinary shares outstanding - Basic and diluted 7,666,667 7,666,667 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. 2 VINE HILL CAPITAL INVESTMENT CORP. II CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT For the three and six months ended June 30, 2026 (unaudited) 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 Shares Additional Paid-In Accumulated Total Shareholders’ Shares Amount Capital Deficit Deficit Balance as of December 31, 2025 7,666,667 $ 1,000 $ — $ ( 5,368,000 ) $ ( 5,367,000 ) Accretion in value of Class A ordinary shares — — — ( 4,087,000 ) ( 4,087,000 ) Net income — — — 3,261,000 3,261,000 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. 3 VINE HILL CAPITAL INVESTMENT CORP. II CONDENSED STATEMENT OF CASH FLOWS For the six months ended June 30, 2026 (unaudited) Cash flows from operating activities Net income $ 3,261,000 Adjustments to reconcile net income to net cash used in operating activities: Interest income on investment held in Trust Account ( 4,087,000 ) Changes in operating assets and liabilities: 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 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. 4 VINE HILL CAPITAL INVESTMENT CORP. II NOTES TO CONDENSED FINANCIAL STATEMENTS June 30, 2026 (unaudited) Note 1 — Description of Organization and Business Operations Organization and General Vine Hill Capital Investment Corp. II (the “Company”) was incorporated as a Cayman Islands exempted company on August 18, 2025 . 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 (the “Initial Business Combination”). 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 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 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. All dollar amounts are rounded to the nearest thousand dollars. Sponsor and Financing The Company’s sponsor is Vine Hill Capital Sponsor II LLC (the “Sponsor”), a limited liability company formed in Delaware. The Company intends to finance its Initial Business Combination with proceeds from the Offering of $ 230 million of Units (as defined below) (See Note 3) and a Private Placement (as defined below) of 5,500,000 of Private Placement Warrants (as defined below) for an aggregate of $ 5,500,000 (See Note 4). The registration statement for the Company’s Offering was declared effective on December 17, 2025. On December 19, 2025, the Company consummated the Offering of 23,000,000 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $ 230,000,000 , which is discussed in Note 3. 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 an additional 3,000,000 Units as discussed in Note 3. The Trust Account The funds in the Trust Account are to be invested only in U.S. government treasury bills with a maturity of one hundred eighty-five ( 185 ) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations and may at any time be held as cash or cash items, including in demand deposit accounts at a bank. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. 5 The Company’s amended and restated memorandum and articles of association provides that, other than the permitted withdrawals (as defined below), if any, none of the funds held in the Trust Account will be released until the earlier of (i) the completion of the Initial Business Combination; (ii) the redemption of any Public Shares that have been properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing of its obligation to redeem 100 % of the Public Shares if it does not complete an Initial Business Combination within 24 months from the closing of the Offering (December 19, 2027) or (B) with respect to any other material provision relating to the rights of holders of the Public Shares or pre-Initial Business Combination activity; and (iii) the redemption of 100 % of the Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account (as defined below) (net of amounts withdrawn to pay taxes, other than excise taxes, if any (“permitted withdrawals”)), or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest less permitted withdrawals. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under Nasdaq rules. 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), 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. However, if the Sponsor and management team acquires Public Shares in or after the Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. 6 In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. 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, Israel-Hamas and the United States and Iran, as well as developments to U.S. trade policies. 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, the ongoing Israel-Hamas conflict, the hostilities in Iran and the recent escalations between the United States and Venezuela 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 cyber- attacks against U.S. companies. 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 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 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. 7 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 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. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has a completion window to complete the initial Business Combination. Management has determined that with the closing of the Initial Public Offering, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the unaudited condensed financial statements. Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. 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. Cash and Cash Equivalents 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. 8 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal Deposit Insurance Corporation coverage of $ 250,000 . Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the financial statements, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Use of Estimates The preparation of 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. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares have been charged to temporary equity. Offering costs allocated to the Public Warrants (as defined below) and Private Placement Warrants have been charged to shareholders' deficit as the Public Warrants and Private Placement Warrants, after management’s evaluation, have been accounted for under equity treatment. 9 Offering costs amounted to approximately $ 10,663,000 , consisting of $ 4,650,000 of upfront discount to the underwriters (including non-accountable expenses), $ 8,050,000 of deferred underwriting fees and $ 563,000 of other offering costs, offset by a reimbursement from the underwriters of $ 2,600,000 . Approximately $ 151,000 of such costs were allocated to the Public Warrants and Private Placement Warrants and the remainder, approximately $ 10,512,000 was allocated to Class A ordinary shares subject to redemption. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 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. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share of ordinary shares is computed by dividing net income or loss applicable to ordinary shareholders by the weighted average number of shares of ordinary shares outstanding during the period plus, to the extent dilutive, the incremental number of shares of ordinary shares to settle warrants, as calculated using the treasury stock method. The Company has not considered the effect of the warrants sold in the Offering and Private Placement to purchase an aggregate of 13,166,667 Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method and are contingent on future events. As a result, diluted income per share of Class A ordinary shares is the same as basic income per share of ordinary shares for the periods presented. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of ordinary shares. Net income per share of ordinary shares is calculated by dividing the net income by the weighted average number of shares of ordinary shares outstanding during the respective period. The changes in redemption value that are accreted to Class A ordinary shares subject to redemption (see below) are representative of fair value and therefore is not factored into the calculation of earnings per share. 10 The following tables reflect the net income per share after allocating income between the shares based on outstanding shares: Three months ended June 30, 2026 Six months ended June 30, 2026 Class A Class B Class A Class B Numerator: Basic and diluted net income per share of ordinary shares: Allocation of income – Basic and diluted $ 1,235,000 $ 411,000 $ 2,446,000 $ 815,000 Denominator: Weighted average shares of ordinary shares: Basic and diluted 23,000,000 7,666,667 23,000,000 7,666,667 Net income per share of ordinary shares – Basic and diluted $ 0.05 $ 0.05 $ 0.11 $ 0.11 Warrant Instruments The Company accounts for the Public Warrants and Private Placement Warrants issued in connection with the Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. 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 June 30, 2026 and December 31, 2025. Class A Ordinary Shares Subject to Possible Redemption As discussed in Note 3, all of the 23,000,000 Public Shares sold as part of Units in the Offering contain a redemption feature which allows for the redemption of Public Shares if the Company holds a shareholder vote or there is a tender offer for shares in connection with a business combination. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets ( i.e. , total assets less intangible assets and liabilities) to be less than $ 5,000,001 upon the closing of a business combination. 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 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. 11 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 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 Gross proceeds of Offering $ 230,000,000 23,000,000 Less: Proceeds allocated to Public Warrants ( 2,967,000 ) - Offering costs ( 10,512,000 ) - Plus: Accretion of carrying value to redemption value 13,708,000 - Class A ordinary shares subject to possible redemption as of December 31, 2025 230,229,000 23,000,000 Plus: Accretion of carrying value to redemption value 4,087,000 - Class A ordinary shares subject to possible redemption as of June 30, 2026 $ 234,316,000 23,000,000 Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. 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 ,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”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per shares, subject to adjustments (see Note 8). The Company allocated approximately $ 2,967,000 of the Offering proceeds to the estimated fair value of the Public Warrants (approximately $ 0.387 per full warrant for 7,666,667 Public Warrants) based on a valuation made by a valuation specialist using a Monte Carlo model (a Level 3 input) using the following assumptions: Share price $ 9.91 Expected term (in years) 7 Volatility 5.0 % Risk free rate 3.84 % Market price adjustment 31 % The Company granted the underwriters a 45 -day option to purchase up to 3,000,000 additional Units to cover any over-allotments at the Offering price less the underwriting discounts and commissions and such option was exercised in full on closing of the Offering. Note 4 — Private Placement Simultaneously with the closing of the Offering, the Sponsor purchased an aggregate of 5,500,000 Private Placement Warrants at a price of $ 1.00 per Private Placement Warrant in a Private Placement. Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per shares, subject to adjustments. Each Private Placement Warrant will become exercisable 30 days after the completion of the Initial Business Combination and will expire after five years . If the Initial Business Combination is not completed within 24 months from the closing of the Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). 12 Note 5 — Related Party Transactions Founder Shares On August 21, 2025, the Company issued an aggregate of 6,708,333 Class B ordinary shares, $ 0.0001 par value (the “Founder Shares”), in exchange for a $ 25,000 payment (approximately $ 0.004 per share) from the Sponsor to cover certain expenses on behalf of the Company. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the Public Shares issuable upon conversion thereof. The Founder Shares are identical to the Public Shares included in the Units being sold in the Offering except that the Founder Shares automatically convert into Public Shares at the time of the Initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the Initial Business Combination, as may be determined by the directors of the Company) or earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below. Increases or decreases in the size of the offering would require the Company to effect a share dividend or share surrender, as applicable, immediately prior to the consummation of the Offering in such amount as to maintain the Founder Share ownership of the Company’s shareholders prior to the Offering at 25 % of the Company’s issued and outstanding ordinary shares upon the consummation of the Offering. 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. The Sponsor had agreed to forfeit up to an aggregate of 1,000,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 25 % of the Company’s issued and outstanding shares after the Offering. The Sponsor will not be entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the Initial Business Combination. If the Initial Business Combination is not completed within 24 months from the closing of the Offering, the Sponsor will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) six months after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination (the date on which the Company consummates a transaction which results in the shareholder having the right to exchange its shares for cash, securities, or other property subject to certain limited exceptions). Registration Rights The holders of Founder Shares, Private Placement Warrants (and their underlying securities) and warrants that may be issued upon conversion of Working Capital Loans (and their underlying securities) (as defined below), if any, and any Class A ordinary shares issuable upon conversion of the Founder Shares and any Class A ordinary shares held by the initial shareholders at the completion of the Offering or acquired prior to or in connection with the Initial Business Combination, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the registration statement for the Offering. These holders will be entitled to make up to three demands and have “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Administrative Support Agreement Commencing on the date of the Offering, the Company agreed to reimburse the Sponsor or an affiliate thereof in an amount equal to $ 15,000 per month for office space, utilities and secretarial and administrative support (the “Administrative Support Agreement”). Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. 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 Also, commencing on the date on which the securities are first listed on the Nasdaq Global Market, the Company agreed to compensate each of its Chief Executive Officer and Chief Financial Officer $ 33,000 per month prior to the consummation of the Company’s Initial Business Combination. 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 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 . 13 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 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 In addition, in order to finance transaction costs in connection with its Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its Initial Business Combination, the Company would repay the Working Capital Loans. In the event that the Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $ 2,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $ 1.00 per warrant at the option of the lender. The warrants and their underlying securities would be identical to the Private Placement Warrants. 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 The Company complies with FASB ASC 820, “Fair Value Measurements,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. Upon the closing of the Offering and the Private Placement, a total of $ 230,000,000 was deposited into the Trust Account. The proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 185 days or less or in money market funds 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. 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 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 June 30, 2026 Level 1 Assets: Money market funds $ 234,316,000 Description at December 31, 2025 Level 1 Assets: Money market funds $ 230,229,000 14 Note 7 — Commitments and Contingencies Underwriting Agreement The Company paid the underwriters 2 % of the gross proceeds of the Offering at the closing of the Offering. In addition, the underwriters agreed to defer underwriting commissions equal to up to 3.5 % of the gross proceeds of the Offering, payable to the underwriters upon consummation of the Initial Business Combination. Upon the consummation of the Initial Business Combination, the deferred underwriting commissions would be paid as follows: (i) 1.0 % of the gross proceeds of the Offering, and (ii) up to 2.5 % of the gross proceeds of the Offering, which will be reduced based on the percentage of total funds from the Trust Account released to pay redeeming shareholders. In addition, the underwriters made a payment to the Company at the closing of the Offering to reimburse certain of its expenses and fees in connection with the Offering, which may be used for working capital purposes following the Offering. Note 8 — Shareholders’ Deficit Preference Shares 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 June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding. Ordinary Shares The authorized ordinary shares of the Company include up to 175,000,000 Class A ordinary shares with a par value of $ 0.0001 per share and 17,500,000 Class B ordinary shares with a par value of $ 0.0001 per share. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholder votes on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the Initial Business Combination. 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 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. The Sponsor had agreed to forfeit up to an aggregate of 1,000,000 Founder Shares depending on the extent to which the over-allotment option is not exercised by the underwriters so that the Founder Shares will represent 25 % of the Company’s issued and outstanding shares after the Offering. 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 June 30, 2026 and December 31, 2025, there were 7,666,667 Founder Shares issued and outstanding. 15 Warrants 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. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole number of Class A ordinary shares. This means that only a whole warrant may be exercised at any given time by a warrantholder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of the Initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our Initial Business Combination at a new issuance price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors (including consideration of the market price) and, in the case of any such issuance to our Sponsor or its affiliates, without taking into account any founder shares held by our Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of our Initial Business Combination on the date of the consummation of our Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our Initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115 % of the higher of the Market Value and the new issuance price and the $ 18.00 per share redemption trigger price described below under “Description of Securities — Warrants — Public Shareholders’ Warrants — Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the new issuance price. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the Initial Business Combination, the Company will use its commercially best efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement registering, under the Securities Act, the issuance of the Public Shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the applicable warrant agreement. Notwithstanding the above, if the Public Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants for cash when the price per Class A ordinary shares equals or exceeds $ 18.00 . Beginning 30 days after completion of the Initial Business Combination, the Company may redeem the outstanding Public Warrants for cash: ● In whole and not in part; ● At a price of $ 0.01 per warrant; ● Upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout such 30 trading day period and the 30 - day redemption period. The Private Placement Warrants are redeemable. The Private Placement Warrants may also be exercised for cash or on a “cashless basis.” The Private Placement Warrants will expire five years after the completion of our Initial Business Combination or earlier upon redemption or liquidation. 16 Note 9 — Segment Reporting In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting” (Topic 280); Improvements to Reportable Segment Disclosure which introduced new annual and interim disclosure requirements for all public companies. As a Special Purpose Acquisition Company (“SPAC”), the Company has not commenced any operations and its activities consist of seeking to identify a suitable business combination candidate and to perform the diligence, contractual, reporting and other obligations associated with completing a business combination transaction. For purposes of ASC Topic 280, the Company is considered to operate in one segment, seeking to identify and close a business combination. 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 $ 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 $ 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”): The chief operating decisions makers are the Chief Executive Officer and Chief Financial Officer of the Company. Explanation of how the CODM uses the disclose measure of segment profit or loss: The CODM works to maintain costs at a competitive level in its everyday operations. The CODM works to optimize its investment income on the limited choices of available assets based on market conditions. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. 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 included in net income or loss and total assets, which include the following: (a) expenses of maintaining its public reporting including accounting, auditing, legal, listing regulatory, and insurance, (b) search for a business combination candidate, (c) diligence, financing, reporting and closing activities and (d) managing investments in the Trust Account in order to generate return for shareholders consistent with the regulations surrounding such investments. Note 10 — Subsequent Events 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. 17