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Item 1. Financial Statements

2026-08-14 compared with 2026-05-20 · 339 added, 339 removed, 528 unchanged (56% of the section changed)

2 unchanged sentences

BALANCE SHEETS

Current assets

Due from Sponsor

Prepaid expenses

Total current

Prepaid insurance

Total current assets

Deferred offering costs

Marketable securities held

in Trust Account

Long term prepaid insurance

Marketable securities held in Trust Account

$ 229,722,611

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

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

Current liabilities

Accounts payable and accrued expenses

Accrued offering costs

Promissory note – related

Total current

Deferred underwriting fee

Promissory note – related party

Total current liabilities

Deferred underwriting fee payable

Total Liabilities

and Contingencies (Note 6)

Class A ordinary shares subject

to possible redemption, 22,500,000 shares at a redemption value of $ 10.07 and $ 0 per share at March 31, 2026 and December 31, 2025,

Shareholders’

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 22,500,000 shares at a redemption value of $ 10.16 and $ 0 per share at June 30, 2026 and December 31, 2025, respectively

Shareholders’ Deficit:

Preference shares, $ 0.0001 par value;

5,000,000 shares

none issued or outstanding at March 31, 2026 and December 31, 2025

Class A ordinary shares, $ 0.0001

5,000,000 shares authorized;

none issued or outstanding, excluding 25,500,000 shares subject to possible redemption

at March 31, 2026 and December 31, 2025

Class B ordinary shares, $ 0.0001

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

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

5,625,000 and 5,750,000 shares issued and outstanding (1) at March 31, 2026 and

December 31, 2025, respectively

shares, value

none issued or outstanding, excluding 22,500,000 shares subject to possible redemption at June 30, 2026 and December 31, 2025

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

5,625,000 and 5,750,000 shares issued and outstanding (1) at June 30, 2026 and December 31, 2025, respectively

Ordinary shares, value

Additional paid-in capital

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( 4,621,558 )

Total Shareholders’

Total Shareholders’ Deficit

( 4,620,995 )

Total Liabilities,

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

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

$ 229,722,611

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The remaining underwriters’ over-allotment option expired on March 6, 2026, resulting in 125,000 founder shares being forfeited

to the Company (Note 5).

to the Company (see Note 5).

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

ACQUISITION CORP.

STATEMENT OF OPERATIONS

THE THREE MONTHS ENDED MARCH 31, 2026

STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

General and administrative costs

Loss from operations

Other income (expense):

Change in overallotment liability

Change in over-allotment liability

Compensation expense

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Basic and diluted weighted average Class A ordinary shares outstanding

Basic and diluted net income per Class A ordinary shares

Basic and diluted net income per Class A ordinary share

Basic weighted average Class B ordinary shares outstanding

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Diluted net income per Class B ordinary share

an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which

the underwriters’ over-allotment option was exercised.

On January 26, 2026, the underwriters exercised their over-allotment

option in part and purchased an additional 2,500,000 Units;

as a result, 625,000 founder shares are no longer subject to forfeiture.

The remaining underwriters’ over-allotment option expired on March 6, 2026, resulting in 125,000 founder shares being forfeited

to the Company (Note 5).

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

ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE MONTHS ENDED MARCH 31, 2026

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Ordinary Shares

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Balance — December 31, 2025

Accretion for Class A ordinary shares to redemption amount

Accretion of Class A Ordinary Shares subject to possible redemption to redemption amount

( 8,890,584 )

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Forfeiture of Founder Shares

Balance – March 31, 2026

Balance – March 31, 2026 (unaudited)

( 4,462,618 )

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( 4,462,055 )

Accretion of Class A Ordinary Shares subject to possible redemption to

redemption amount

( 2,003,552 )

Balance – June 30, 2026 (unaudited)

$ ( 4,621,558 )

$ ( 4,620,995 )

$ ( 4,621,558 )

$ ( 4,620,995 )

an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which

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The remaining underwriters’ over-allotment option expired on March 6, 2026, resulting in 125,000 founder shares being forfeited

to the Company (Note 5).

to the Company (see Note 5).

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

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STATEMENT OF CASH FLOWS

THE THREE MONTHS ENDED MARCH 31, 2026

THE SIX MONTHS ENDED JUNE 30, 2026

Cash Flows from Operating Activities:

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Compensation expense

Change in fair value of overallotment liability

Change in fair value of over-allotment liability

Changes in operating assets and liabilities:

Prepaid expenses

Prepaid insurance

Accounts payable and accrued expenses

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Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placements Warrants

Proceeds from sale of Private Placement Warrants

Due from Sponsor

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has not selected any specific Business Combination target.

2026, the Company had not commenced any operations.

All activity for the period from July 31, 2025 (inception) through March

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

All activity for the period from July 31, 2025 (inception) through June

30, 2026 relates to the Company’s formation, the Initial Public Offering (as defined below), and subsequent to the Initial Public

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the closing of the Initial Public Offering and the partial exercise by the underwriters of their over-allotment option, an amount of

$ 225,000,000

per Unit) from the net proceeds of the sale of the Units and the Private Placement Warrants were placed in a U.S.-based trust

account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee.

$ 225,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Warrants were placed in a U.S.-based

trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee.

The funds are

invested in U.S.

government treasury obligations 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, which invest only in direct U.S.

government treasury obligations 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, which invest only in direct U.S.

government treasury obligations;

holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business

To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment

Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time

(based on management team’s ongoing assessment of all factors related to the potential status under the Investment Company

Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account

in cash or in an interest bearing demand deposit account at a bank.

Except with respect to interest earned on the funds held in the

Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the

sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the

Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to

complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier

liquidation date as our board of directors may approve or such other time period in which the Company must complete an initial

Business Combination pursuant to an amendment to its amended and restated memorandum and articles of association (the

“Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly

submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of

association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the

initial Business Combination or to redeem 100 %

of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window

or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination

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.

the holding of these

assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination.

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

the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on management team’s ongoing

assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments

held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its

taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from

the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of

the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing

of the Initial Public Offering or by such earlier liquidation date as our board of directors may approve or such other time period in

which the Company must complete an initial Business Combination pursuant to an amendment to its amended and restated memorandum and articles

of association (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public

shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles

of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial

Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial Business Combination

within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial

Business Combination activity.

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.

ACQUISITION CORP.

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shares, subject to the limitations.

As of March 31, 2026 and December 31, 2025, the amount in the Trust Account is $ 10.07 and $ 0.00 per public share, respectively.

As of June 30, 2026 and December 31, 2025, the amount in the Trust Account is $ 10.16 and $ 0.00 per

public share, respectively.

ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the

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for the period ended December 31, 2025, as filed with the SEC on March 25, 2026.

The interim results for the three months ended March

31, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

and Capital Resources

Company’s liquidity needs up to March 31, 2026 had been satisfied through the loan under an unsecured promissory note from the

Sponsor of up to $ 400,000 (see Note 5).

As of March 31, 2026, the Company had cash of $ 921,248 and working capital of $ 1,162,945 .

The interim results for the three and six months ended

June 30, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Capital Resources and Going Concern

Company’s liquidity needs up to June 30, 2026 had been satisfied through the loan under an unsecured promissory note from the Sponsor

of up to $ 400,000 (see Note 5).

As of June 30, 2026, the Company had cash of $ 644,214 and working capital of $ 937,597 .

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of

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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 would be identical to the Private Placement Warrants.

As of March 31.

2026, no such Working Capital Loans were outstanding.

connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40,

“Presentation of Financial Statements - Going Concern,” as of March 31, 2026, the Company may need to raise additional

capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties.

Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any

time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it

may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to,

curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide

any assurance that new financing will be available to it on commercially acceptable terms, if at all.

These warrants would be identical to the Private Placement Warrants.

As of June 30, 2026, no such Working Capital Loans were outstanding.

connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation

of Financial Statements - Going Concern,” as of June 30, 2026, the Company may need to raise additional capital through loans or

additional investments from its Sponsor, shareholders, officers, directors, or third parties.

The Company’s officers, directors

and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable

in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company may not be able to obtain additional

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity,

which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and

reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable

terms, if at all.

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

of time within one year after the date that the accompanying unaudited condensed financial statements are issued.

of time for one year after the date that the accompanying unaudited condensed financial statements are issued.

Management plans to

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combination by the end of the Completion Window.

ACQUISITION CORP.

TO CONDENSED FINANCIAL STATEMENTS

Growth Company Status

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not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

ACQUISITION CORP.

TO CONDENSED FINANCIAL STATEMENTS

JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements

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or impossible because of the potential differences in accounting standards used.

preparation of financial statements in conformity with GAAP requires 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 condensed

financial statements and the reported amount of income and expenses during the reporting period.

preparation of financial statements in conformity with GAAP requires 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 condensed financial statements

and the reported amount of income and expenses during the reporting period.

Actual results could differ from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash

The Company had $ 921,248 in cash and no

cash equivalent as of March 31, 2026.

The Company did not have any cash or cash equivalent as of December 31,

Marketable Securities

Held in Trust Account

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 644,214 in cash and no cash equivalents as of June 30, 2026.

The Company did no t have any cash or cash equivalents as

of December 31, 2025.

Securities Held in Trust Account

Company’s portfolio of investments is comprised of U.S.

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Account are determined using available market information.

As of March 31, 2026 and December 31, 2025, the marketable securities held

As of June 30, 2026 and December 31, 2025, the marketable securities held

in the Trust Account were in U.S.

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to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

ACQUISITION CORP.

TO CONDENSED FINANCIAL STATEMENTS

Offering Costs

Company complies with the requirements of the FASB ASC Topic 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

Initial Public Offering.

FASB ASC Topic 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

Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by

allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares.

January 22, 2026, upon completion of the Initial Public Offering, and on January 26, 2026, upon the sale of the additional Units as

a result of the underwriters’ partial exercise of their over-allotment option, offering costs allocated to the Public Shares

subject to possible redemption are charged to temporary equity and offering costs allocated to the Public Warrants, and Private

Placement Warrants are charged to shareholders’ deficit as Public and Private Placement Warrants, after management’s

evaluation, are accounted for under equity treatment.

Company complies with the requirements of the FASB ASC Topic 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 Initial Public

FASB ASC Topic 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 Initial Public Offering

proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering

proceeds first to assigned value of the warrants and then to the Class A ordinary shares.

On January 22, 2026, upon completion of the

Initial Public Offering, and on January 26, 2026, upon the sale of the additional Units as a result of the underwriters’ partial

exercise of their over-allotment option, offering costs allocated to the public shares subject to possible redemption are charged to

temporary equity and offering costs allocated to the Public Warrants, and Private Placement Warrants are charged to shareholders’

deficit as Public and Private Placement Warrants, after management’s evaluation, are accounted for under equity treatment.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820,

“Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily

due to their short-term nature.

Company accounts for income taxes under FASB 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

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be

fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair

Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their

short-term nature.

Company accounts for income taxes under FASB 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 March 31, 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.

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.

Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently

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As such, the Company’s

tax provision was zero for the period presented.

tax provision was zero for the periods presented.

Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”.

For derivative financial instruments that are

accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued

at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments,

including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net cash settlement or

conversion of the instrument could be required within 12 months of the balance sheet date.

The underwriters’ over-allotment option

is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and is accounted for as a liability

pursuant to FASB ASC Topic 480 since the underwriters’ over-allotment was not fully exercised at the time of the Initial Public

As of June 30, 2026, the remaining underwriters’ over-allotment option has expired (after the underwriters partially

exercised their over-allotment option on January 26, 2026) and, accordingly, no related liability is recognized in the Company’s

condensed balance sheets.

ACQUISITION CORP.

TO CONDENSED FINANCIAL STATEMENTS

Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as

embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”.

For derivative financial

instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant

date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current

based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet

The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently

redeemable shares and are be accounted for as a liability pursuant to FASB ASC Topic 480 since the underwriters’

over-allotment was not fully exercised at the time of the Initial Public Offering.

As of March 31, 2026, the remaining

underwriters’ over-allotment option has expired (after the underwriters partially exercised their over-allotment option on

January 26, 2026) and, accordingly, no related liability is recognized in the Company’s condensed balance sheets.

A Shares Subject to Possible Redemption

public shares contain a redemption feature which allows for the redemption of such public shares in connection with the

Company’s liquidation, if there is a shareholder vote (A) modify the substance or timing of the Company’s obligation to

allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the

Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material

provisions relating to shareholders’ rights or pre-initial Business Combination activity, or if there is a shareholder vote or

tender offer in connection with the Company’s initial Business Combination.

In accordance with FASB ASC Topic 480-10-S99, the

Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely

within the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the

carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing

of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value.

The change in the

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

accumulated deficit.

Accordingly, as of March 31, 2026, Class A ordinary shares subject to possible redemption are presented at

redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

March 31, 2026, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled

in the following table:

public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s

liquidation, if there is a shareholder vote (A) modify the substance or timing of the Company’s obligation to allow redemption

in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated

an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’

rights or pre-initial Business Combination activity, or if there is a shareholder vote or tender offer in connection with the Company’s

initial Business Combination.

In accordance with FASB ASC Topic 480-10-S99, the Company classifies public shares subject to redemption

outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes

in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at

the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from

initial book value to redemption value.

The change in the carrying value of redeemable shares will result in charges against additional

paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of June 30, 2026, Class A ordinary shares subject

to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the

Company’s balance sheet.

As of June 30, 2026, the Class A ordinary shares subject to possible redemption reflected in the condensed

balance sheets are reconciled in the following table:

of Class A Ordinary Shares Subject to Possible Redemption

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Class A Ordinary Shares subject to possible redemption, March 31, 2026

Accretion of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, June 30, 2026

$ 228,489,882

Income per Ordinary Share

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

has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are

shared pro rata between the two classes of shares.

Net income per ordinary share is calculated by dividing the net income by the

weighted average ordinary shares outstanding for the respective period.

Accretion associated with the redeemable shares of Class A

ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

Diluted net income per share

attributable to ordinary shareholders adjust the basic net income per share attributable to ordinary shareholders and the

weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants.

However, because the

warrants are anti-dilutive, diluted income per ordinary share is the same as basic income per ordinary share for the period

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

two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro

rata between the two classes of shares.

Net income per ordinary share is calculated by dividing the net income by the weighted average

ordinary shares outstanding for the respective period.

Accretion associated with the redeemable shares of Class A ordinary shares is

excluded from earnings per share as the redemption value approximates fair value.

Diluted net income per share attributable to ordinary

shareholders adjusts the basic net income per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding

for the potentially dilutive impact of outstanding warrants.

However, because the warrants are anti-dilutive, diluted income per ordinary

share is the same as basic income per ordinary share for the periods presented.

following table reflects the calculation of basic and diluted net income per ordinary share:

of Basic and Diluted Net Income Per Ordinary Share

For the Three Months Ended

March 31, 2026

For the Three Months

Ended June 30, 2026

For the Six Months

Ended June 30, 2026

Basic net income per ordinary share:

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TO CONDENSED FINANCIAL STATEMENTS

For the Three Months Ended

March 31, 2026

For the Three Months

Ended June 30, 2026

For the Six Months

Ended June 30, 2026

Diluted net income per ordinary share:

5 unchanged sentences

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

As of March 31, 2026, there

As of June 30, 2026, there

were 11,250,000 Public Warrants and 5,375,000 Private Placement Warrants outstanding.

Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation,” guidance to account for its share-based compensation.

It applies a fair value-based method of accounting for an employee

share option or similar equity instrument.

The Company recognizes all forms of share-based payments at their fair value on the grant

date, which are based on the estimated number of awards that are ultimately expected to vest.

Share-based payments are valued by multiplying

the marketable value per founder share (defined in Note 5) by the probability of successful closing of an initial Business Combination.

Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based

payment, which is the more readily determinable value.

The grants are amortized on a straight-line basis over the requisite service periods,

which is generally the vesting period.

If an award is granted, but vesting does not occur, any previously recognized compensation cost

is reversed in the period related to the termination of service.

Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation,” guidance

to account for its share-based compensation.

It applies a fair value-based method of accounting for an employee share option or similar

equity instrument.

The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on

the estimated number of awards that are ultimately expected to vest.

Share-based payments are valued by multiplying the marketable value

per founder share (defined in Note 5) by the probability of successful closing of an initial Business Combination.

Grants of share-based

payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is

the more readily determinable value.

The grants are amortized on a straight-line basis over the requisite service periods, which is generally

the vesting period.

If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the

period related to the termination of service.

Accounting Pronouncements

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whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.

Public Warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the

completion of the initial Business Combination, or earlier upon redemption or liquidation.

Each Public Warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years

after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

January 26, 2026, the Company consummated the closing of an additional 2,500,000 Units sold pursuant to the underwriters’ over-allotment

3 unchanged sentences

Placement Warrant, generating gross proceeds of $375,000.

of March 31, 2026, there were 10,000,000

Public Warrants and 5,000,000

Private Placement Warrants issued and outstanding.

Each whole warrant entitles the holder to purchase one Class A ordinary share at

a price of $ 11.50 per

share, subject to adjustment.

The warrants cannot be exercised until 30 days after the completion of the initial Business

Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination

or earlier upon redemption or liquidation.

ACQUISITION CORP.

TO CONDENSED FINANCIAL STATEMENTS

of June 30, 2026, there were 11,250,000 Public Warrants and 5,375,000 Private Placement Warrants issued and outstanding.

Each whole warrant

entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.

The warrants cannot

be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time,

five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation

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in accordance with the provisions of the warrant agreement.

ACQUISITION CORP.

TO CONDENSED FINANCIAL STATEMENTS

a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixty-first

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effect a registration statement.

the holders exercise their public warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants

for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary

shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the

exercise price of the warrants by (y) the fair market value.

The “fair market value” is the average reported closing price

of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise

is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

the holders exercise their Public Warrants on a “cashless basis”, they would pay the warrant exercise price by surrendering

the warrants for the number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class

A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares

over the exercise price of the warrants by (y) the fair market value.

For purposes of this paragraph, the “fair market value”

is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to

the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders

of warrants, as applicable.

ACQUISITION CORP.

TO CONDENSED FINANCIAL STATEMENTS

of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00

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per share for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the

third trading day prior to the date on which the Company sends to the notice of redemption to the warrant holders.

third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Additionally,

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A rights offering made to all or substantially all holders of ordinary shares entitling

holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number

of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or

issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary

shares) and (ii) the quotient of (x) the price per class A ordinary share paid in such rights offering and (y) the fair market value.

For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining

the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as

any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class

A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class

A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

holders to purchase Class A ordinary shares at a price less than the “fair market value” will be deemed a share capitalization

of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights

offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class

A ordinary shares) and (ii) the quotient of (x) the price per class A ordinary share paid in such rights offering and (y) the fair market

For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in

determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights,

as well as any additional amount payable upon exercise or conversion and (ii) “fair market value” means the volume weighted

average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first

date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right

to receive such rights.

addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection

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prior to such event (the “Alternative Issuance”).

ACQUISITION CORP.

TO CONDENSED FINANCIAL STATEMENTS

less than 70% of the consideration receivable by the holders of Class A ordinary shares in such a transaction is payable in the form

6 unchanged sentences

value of the warrants.

ACQUISITION CORP.

TO CONDENSED FINANCIAL STATEMENTS

4 — Private Placement

Simultaneously

with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,000,000

Private Placement Warrants, at a price of $ 1.00

per Private Placement Warrant, or $ 5,000,000

in the aggregate, in a private placement.

Each whole Private

Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50

per share, subject to adjustment.

Simultaneously with the closing

of the over-allotment option on January 26, 2026, the Company also consummated the sale of an additional 375,000

Private Placement Warrants to the Sponsor at a price of $ 1.00

per Private Placement Warrant, generating gross proceeds of

Private Placement Warrants are identical to the Public Warrants sold as part of the Units in the Initial Public Offering and the

partial exercise of the underwriters’ over-allotment option except that, so long as they are held by the Sponsor, or their

permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of

these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30

days after the completion of the initial Business Combination and (ii) will be entitled to registration rights.

with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants, at a price

of $ 1.00 per Private Placement Warrant, or $ 5,000,000 in the aggregate, in a private placement.

Each whole Private Placement Warrant

entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.

Simultaneously

with the closing of the over-allotment option on January 26, 2026, the Company also consummated the sale of an additional 375,000 Private

Placement Warrants to the Sponsor at a price of $ 1.00 per Private Placement Warrant, generating gross proceeds of $ 375,000 .

Private Placement Warrants are identical to the Public Warrants sold as part of the Units in the Initial Public Offering and the partial

exercise of the underwriters’ over-allotment option except that, so long as they are held by the Sponsor, or their permitted transferees,

the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants),

subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial

Business Combination and (ii) will be entitled to registration rights.

5 — Related Party Transactions

August 18, 2025, the Company issued 5,750,000 founders shares to the Sponsor in exchange for a capital contribution of $ 25,000 , or approximately

August 18, 2025, the Company issued 5,750,000 founder shares to the Sponsor in exchange for a capital contribution of $ 25,000 , or approximately

$ 0.004 per share, to cover certain of the Company’s expenses.

Up to 750,000 of the founder shares may be surrendered by the Sponsor

for no consideration depending on the extent to which the underwriters’ over-allotment is exercised.

On January 23, 2026, the underwriters

partially exercised their over-allotment option and the sale of Units pursuant thereto was consummated on January 26, 2026, resulting

in 625,000 founder shares no longer subject to forfeiture.

The remaining underwriters’ over-allotment option expired on March 6,

2026, resulting in 125,000 founder shares being forfeited to the Company.

January 22, 2026, the Sponsor granted membership interests equivalent to an aggregate of 160,000

founder shares to the independent directors of the Company.

The membership interests in founder shares granted to the independent

directors are in the scope of FASB ASC Topic 718.

Under FASB ASC Topic 718, stock-based compensation associated with

equity-classified awards is measured at fair value on the assignment date.

The founder shares have an aggregate fair value of $ 393,600

The Company recognized stock-based compensation expense of $ 363,600

on January 22, 2026.

The Company established the fair value of founder shares using Monte Carlo Simulation Model prepared by a third-party valuation firm, which takes into consideration the following market assumptions;

Up to 750,000 of the founder shares were subject to surrender by

the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment would be exercised.

23, 2026, the underwriters partially exercised their over-allotment option and the sale of Units pursuant thereto was consummated on

January 26, 2026, resulting in 625,000 founder shares no longer subject to forfeiture.

The remaining underwriters’ over-allotment

option expired on March 6, 2026, resulting in 125,000 founder shares being forfeited to the Company.

January 22, 2026, the Sponsor granted membership interests equivalent to an aggregate of 160,000 founder shares to the independent directors

of the Company.

The membership interests in founder shares granted to the independent directors are in the scope of FASB ASC Topic 718.

Under FASB ASC Topic 718, stock-based compensation associated with equity-classified awards is measured at fair value on the assignment

The founder shares have an aggregate fair value of $ 393,600 or $ 2.46 per share.

The Company recognized stock-based compensation

expense of $ 393,600 on January 22, 2026.

The Company established the fair value of founder shares using Monte Carlo Simulation Model

prepared by a third-party valuation firm, which takes into consideration the following market assumptions;

(i) implied share price of

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paid the Company $ 25,461 to refund the overpayment on January 27, 2026.

As of March 31, 2026, the Company was owed $ 375,000 from the

Sponsor, which amount is reflected in due from Sponsor on the accompanying condensed balance sheets.

As of June 30, 2026, the Company was owed $ 375,000 from the Sponsor,

which amount is reflected in “Due from Sponsor” on the accompanying condensed balance sheets.

ACQUISITION CORP.

TO CONDENSED FINANCIAL STATEMENTS

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of

7 unchanged sentences

Business Combination entity at a price of $ 1.00 per warrant at the option of the lender.

The warrants would be identical to the Private

These warrants would be identical to the Private

Placement Warrants.

As of March 31, 2026, no such Working Capital Loans were outstanding.

ACQUISITION CORP.

TO CONDENSED FINANCIAL STATEMENTS

As of June 30, 2026, no such Working Capital Loans were outstanding.

Administrative

Services Agreement

on January 20, 2026, the Company entered into an agreement with the Sponsor or an affiliate to pay an aggregate of $ 10,000 per month

for office space, utilities and secretarial and administrative support.

These monthly fees will cease upon the completion of the initial

Business Combination or the liquidation of the Company.

For the three months ended March 31, 2026, the Company incurred $ 21,000 of administrative

services fees which was included in accrued expenses in the accompanying condensed balance sheets.

on January 20, 2026, the Company entered into an agreement with the Sponsor or an affiliate to pay an aggregate of $ 10,000

per month for office space, utilities and secretarial and administrative

These monthly fees will cease upon the completion of the initial Business Combination or the liquidation of the Company.

the three and six months ended June 30, 2026, there have been $ 30,000 and $ 51,000 ,

respectively, incurred of administrative services fees which were included in accrued expenses in the accompanying condensed balance

6 — Commitments and Contingencies

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of the initial Business Combination pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering.

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

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

In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent

11 unchanged sentences

Additionally, the underwriters are entitled to a deferred underwriting discount of 2.50 % of the gross proceeds of the Initial

Public Offering, or $ 5,625,000 in the aggregate, and is payable to the underwriters based on the total amount of funds remaining in the

Trust Account after redemptions of public shares;

provided that the underwriters have agreed to waive their rights to the deferred underwriting

commissions if the Trust Account is less than $ 70 million on the closing date of the initial Business Combination.

Public Offering, or $ 5,625,000 in the aggregate, which is payable to the underwriters based on the total amount of funds remaining in

the Trust Account after redemptions of public shares;

provided that the underwriters have agreed to waive their rights to the deferred

underwriting commissions if the Trust Account is less than $ 70 million on the closing date of the initial Business Combination.

ACQUISITION CORP.

TO CONDENSED FINANCIAL STATEMENTS

7 — Shareholders’ Deficit

Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each.

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

June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $ 0.0001

As of March 31, 2026 and December 31, 2025, there were no Class A ordinary shares issued or outstanding, excluding 22,500,000 Class

As of June 30, 2026 and December 31, 2025, there were no Class A ordinary shares issued or outstanding, excluding 22,500,000 Class

A ordinary shares subject to possible redemption.

4 unchanged sentences

partially exercised their over-allotment option and the sale of Units pursuant thereto was consummated on January 26, 2026, resulting

in 625,000 founder shares no longer subject to forfeiture.

in 625,000 founder shares no longer being subject to forfeiture.

The remaining underwriters’ over-allotment option expired on March

6, 2026, resulting in 125,000 founder shares being forfeited to the Company.

As a result, as of March 31, 2026, there were 5,625,000 Class

As a result, as of June 30, 2026, there were 5,625,000 Class

B ordinary shares issued and outstanding.

2 unchanged sentences

share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

ACQUISITION CORP.

TO CONDENSED FINANCIAL STATEMENTS

the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the

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outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the

number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in

the aggregate, approximately 20 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of

the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option),

plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial

Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business

Combination and any Private Placement Warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors

upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection

with an initial Business Combination;

number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, approximately

20 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering

(including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option), plus (ii) all Class A ordinary

shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding

any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Placement

Warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of working capital

loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination;

provided that such conversion of founder shares will never occur on a less than one-for-one basis.

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input that is significant to the fair value measurement.

following table presents information about the Company’s assets that are measured at fair value as of March 31, 2026 and December

ACQUISITION CORP.

TO CONDENSED FINANCIAL STATEMENTS

following table presents information about the Company’s assets that are measured at fair value as of June 30, 2026 and December

31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

of Fair Value Hierarchy of Valuation Inputs

Marketable Securities held

in Trust Account

Marketable securities held in Trust Account

$ 228,489,882

2 unchanged sentences

that is significant to the fair value measurement.

fair value of the Public Warrants is $ 2,900,000

per Public Warrant.

The fair value of Public Warrants was determined using Monte Carlo Simulation Model.

The Public Warrants issued

in the Initial Public Offering and the partial exercise by the underwriters of their over-allotment option have been classified

within shareholders’ deficit and will not require remeasurement after issuance.

The following table presents the quantitative

information regarding market assumptions used in the Level 3 valuation of the Public Warrants:

ACQUISITION CORP.

TO CONDENSED FINANCIAL STATEMENTS

fair value of the Public Warrants is $ 2,900,000 or $ 0.29 per Public Warrant.

The fair value of Public Warrants was determined using Monte

Carlo Simulation Model.

The Public Warrants issued in the Initial Public Offering and the partial exercise by the underwriters of their

over-allotment option have been classified within shareholders’ deficit and will not require remeasurement after issuance.

following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants:

of Quantitative Information Regarding Market Assumptions

4 unchanged sentences

9 — Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement

information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as

components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for

which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker

(“CODM”), or group, in deciding how to allocate resources and assess performance.

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information

about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of

an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial

information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group,

in deciding how to allocate resources and assess performance.

Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics

5 unchanged sentences

the condensed balance sheets as total assets.

The measure of segment profit or loss is net income or loss as presented in the

unaudited condensed statement of operations.

When evaluating the Company’s performance and making key decisions regarding

resource allocation the CODM reviews several key metrics, which include the following:

The measure of segment profit or loss is net income or loss as presented in the unaudited

condensed statements of operations.

When evaluating the Company’s performance and making key decisions regarding resource allocation

the CODM reviews several key metrics, which include the following:

Schedule of Segment Information

1 unchanged sentence

$ 228,489,882

For the Three

General and administrative costs

Interest income earned on marketable securities held in Trust Account

The CODM reviews interest income earned on marketable securities held Trust Account to measure and monitor shareholder

value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust

General and Administrative expense are reviewed and monitored by the CODM to manage and forecast cash to ensure

enough capital is available to complete an initial Business Combination within the Completion Window.

The CODM also reviews general and

administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs, as reported on the unaudited condensed statement of operations, are the significant segment expenses

provided to the CODM on a regular basis.

Interest earned on marketable securities held in Trust Account

CODM reviews interest income earned on marketable securities held in theTrust Account to measure and monitor shareholder value and determine

the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

and Administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available

to complete an initial Business Combination within the Completion Window.

The CODM also reviews general and administrative costs to manage,

maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative

costs, as reported on the unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on

a regular basis.

10 — Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed

financial statements was available to be issued.

Based upon this review, the Company did not identify any

subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statement.

financial statements were available to be issued.

Based upon this review, the Company did not identify any subsequent events that would

have required adjustment or disclosure in the unaudited condensed 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