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Item 1. Financial Statements

2026-02-13 compared with 2025-08-11 · 252 added, 169 removed, 291 unchanged (59% of the section changed)

1 unchanged sentence

Armada Acquisition Corp.

UNAUDITED CONDENSED BALANCE SHEET

JUNE 30, 2025

BALANCE SHEETS

September 30,

Current assets

7 unchanged sentences

Accrued offering costs

Accrued expenses

Advances from related party

Accounts payable and accrued expenses

Total current liabilities

Deferred professional fees

Deferred underwriting fee payable

1 unchanged sentence

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 23,000,000 shares at a redemption value of $ 10.09 per share

Class A ordinary shares subject to possible redemption, 23,000,000 shares at a redemption value of $ 10.30 and $ 10.20 per share as of December 31, 2025 and September 30, 2025, respectively

Shareholders’ Deficit

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1,000,000 shares authorized;

no shares issued or outstanding as of June 30, 2025

no shares issued or outstanding

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

710,000 shares issued and outstanding as of June 30, 2025

shares issued and outstanding as of December 31, 2025 and September 30, 2025

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

7,880,000 shares issued and outstanding as of June 30, 2025

7,880,000 shares issued and outstanding as of December 31, 2025 and September 30, 2025

Additional paid-in

6 unchanged sentences

For the Three

June 30, 2025

For the Period

1 unchanged sentence

2024 (Inception)

June 30, 2025

General and administrative costs

2 unchanged sentences

Interest earned on cash and marketable securities held in Trust Account

Other income, net

Basic weighted average shares outstanding, Class A ordinary shares subject to redemption

Basic net income per ordinary share, Class A ordinary shares subject to redemption

Diluted weighted average shares outstanding, Class A ordinary shares subject to redemption

Diluted net income per ordinary share, Class A ordinary shares subject to redemption

Basic weighted average shares outstanding, Class

B ordinary shares not subject to redemption

Basic net income per ordinary share, Class A & Class B ordinary shares not subject to redemption

Diluted weighted average shares outstanding, Class A & Class B ordinary shares not subject to redemption

Diluted net income per ordinary share, Class A & Class B ordinary shares not subject to redemption

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption

Basic and diluted net loss per ordinary share, Class A ordinary shares subject to redemption

Basic and diluted weighted average shares outstanding, Class A & Class B ordinary shares not subject to redemption

Basic and diluted net loss per ordinary share, Class A & Class B ordinary shares not subject to redemption

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

Armada Acquisition Corp.

UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM OCTOBER 3, 2024 (INCEPTION) THROUGH JUNE 30, 2025

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025

Ordinary Shares

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Shareholders’

Balance – September 30, 2025

Accretion for Class A ordinary shares to redemption amount

Balance – December 31, 2025

FOR THE PERIOD FROM OCTOBER 3, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

Ordinary Shares

Shareholders’

Balance – October 3, 2024 (Inception)

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Balance – December 31, 2024

Balance – March 31, 2025

Accretion of Class A ordinary shares to redemption amount

Capital contribution made by Sponsor related to the interests in founders shares allocated to non-managing members

Cost of raising capital related to interests in founders shares allocated to non-managing members

Sale of Private Placement Units

Fair Value of Public Warrants at issuance

Allocated value of transaction costs to Class A shares

Balance – June 30, 2025

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

Armada Acquisition Corp.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM OCTOBER 3, 2024 (INCEPTION) THROUGH JUNE 30, 2025

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the Three

For the Period

from October 3,

2024 (Inception)

Cash Flows from Operating Activities:

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

Net income (loss)

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

Payment of formation costs through promissory note

1 unchanged sentence

Payment of operating costs through issuance of Class B ordinary shares

Payment of operating costs through advances from related party

Interest earned on cash and marketable securities held in Trust Account

Adjustment to accrued offering costs

Changes in operating assets and liabilities:

1 unchanged sentence

Prepaid insurance

Accrued expenses

Accounts payable and accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash in Trust Account

( 231,150,000

Net cash used in investing activities

( 231,150,000

Cash Flows from Financing Activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placements Warrants

Proceeds from promissory note - related party

Repayment of promissory note - related party

Payment of offering costs

Net cash provided by financing activities

Net Change in Cash

4 unchanged sentences

Deferred offering costs paid through promissory note – related party

Prepaid services contributed by Sponsor through promissory note - related party

Accretion of Class A ordinary shares to redemption value

Deferred underwriting fee payable

Deferred offering costs applied to prepaid expen s

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

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

DECEMBER 31, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

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Armada Acquisition Corp.

II (the “Company”) was incorporated as a Cayman Islands exempted company on October 3, 2024 .

The Company is a newly organized blank check company or special purpose acquisition company (“SPAC”), formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”).

II (hereinafter, the “Company” or the “SPAC”) was incorporated as a Cayman Islands exempted company on October 3, 2024 .

The Company is a newly organized blank check company or special purpose acquisition company, formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company has not selected any specific business combination target.

Its efforts to identify a prospective target business will not be limited to a particular industry or geographic region although it intends to focus on target businesses that provide technological services to the financial services industry (“FinTech”), Software-as-a-Service

(“SaaS”), or artificial intelligence (“AI”).

artificial intelligence (“AI”).

The Company became an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) upon the closing of the initial public offering (“Initial Public Offering”) described below.

As of June 30, 2025, the Company had not commenced any operations.

All activity for the period from October 3, 2024 (date of inception) through June 30, 2025 relates to the Company’s formation and the Initial Public Offering.

As of December 31, 2025, the Company had not commenced any operations.

All activity for the period from October 3, 2024 (date of inception) through December 31, 2025, relates to the Company’s formation activities in pursuit of completing a business combination and the Initial Public Offering.

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

The Company generates non-operating

income in the form of interest income on investments

held in the Trust Account described below.

income in the form of interest income on investments held in the Trust Account described below.

The Company has selected September 30 as its fiscal year end.

Sponsor, Founder and Proposed Financing

The Company’s sponsor is Armada Sponsor II LLC, a Delaware limited liability company (the “Sponsor”).

For the period from October 3, 2024 (date of inception) through August 28, 2025 the Company’s sponsor was Armada Sponsor II LLC, a Delaware limited liability company (the “Original Sponsor”).

Effective August 28, 2025, upon completion of the Purchase Agreement (as defined below) Arrington XRP Capital Fund, LP, a Delaware limited partnership is the Company’s sponsor (the “New Sponsor”).

The registration statement for the Company’s Initial Public Offering was declared effective on May 20, 2025.

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(“Northland”) (collectively, the “Underwriters”)— which is discussed in Note 4, generating gross proceeds of $ 230,000,000 .

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 710,000 private placement units, at a price of $ 10.00 per private placement unit, generating gross proceeds of $ 7,100,000 .

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 710,000 private placement units, 400,000 of which were purchased by the Original Sponsor and 310,000 purchased by the underwriter at a price of $ 10.00 per private placement unit, generating gross proceeds of $ 7,100,000 .

The net proceeds from the Initial Public Offering and a portion of the proceeds from the Private Placement are held in the Trust Account (discussed below).

Transaction costs amounted to $ 14,413,386 , consisting of $ 4,600,000 of cash underwriting fee, $ 9,200,000 of deferred underwriting fee, and $ 613,386 of other offering costs.

Changes in Control of Registrant

On August 12, 2025, the Company entered into a Sponsor Securities Purchase Agreement (the “Purchase Agreement”) with the Original Sponsor and the New Sponsor, pursuant to which the Original Sponsor agreed to sell to the New Sponsor, and the New Sponsor agreed to purchase from the Original Sponsor, an aggregate of 7,880,000 Class B ordinary shares, par value $ 0.0001 per share, 400,000 Class A ordinary shares, par value $ 0.0001 per share, and 200,000 private placement warrants of the Company for an aggregate purchase price of $ 6,600,000 (such transaction, the “New Sponsor Purchase”) and the New Sponsor received a limited, revocable license to the Armada Acquisition Corp.

II branding for a period of time that expires not later than November 22, 2026 (unless the termination date of the Company is extended to a later date).

On August 28, 2025, the New Sponsor Purchase was completed pursuant to the terms of the Purchase Agreement (the “Closing”), the appointments and resignations of directors of the Company described below and in the Schedule 14F and Item 5.02 of the company’s Current Report on Form 8-K

as filed with the SEC on August 28, 2025 became effective, and the Original Sponsor ceased to control the Company.

Following the Closing, the New Sponsor owns all of the equity interests of the Company held by the Original Sponsor, including 100 % of the Company’s Class B ordinary shares, has the power to appoint all members of the board of directors of the Company (the “Board”), and may therefore be deemed to control the Company.

On August 28, 2025, Stephen P.

Herbert, Douglas M.

Lurio, Mohammad A.

Khan, Thomas Decker and Celso L.

White resigned as directors of the Company, Stephen P.

Herbert resigned as Chief Executive Officer and principal executive officer of the Company, and Douglas M.

Lurio resigned as President and Chief Financial Officer and principal financial and accounting officer of the Company.

There was no known disagreement with any of the outgoing directors or officers on any matter relating to the Company’s operations, policies or practices.

On August 28, 2025, J.

Michael Arrington, Taryn Naidu, Richard Danis, Lindy Key and Ronald Palmeri were appointed as directors of the Company, with Mr.

Arrington being appointed as the Chairman of the Board.

On August 28, 2025, Taryn Naidu was appointed as Chief Executive Officer and principal executive officer of the Company, and Kyle Horton was appointed as Chief Financial Officer and principal financial and accounting officer of the Company.

Each such director and officer entered into an indemnification agreement with the Company in a form substantially consistent with the Company’s standard form in connection with their appointment.

Herbert, former Chief Executive Officer of the Company, and Mr.

Lurio, former President and Chief Financial Officer of the Company, have entered into advisor agreements with the Company to serve as advisors to Taryn Naidu in his capacity as Chief Executive Officer (the “Advisor Agreements”).

Other than pursuant to the Purchase Agreement and the Advisor Agreements, there are no arrangements or understandings among members of the former and new control groups and their associates with respect to election of directors or other matters.

In addition, none of the new directors or officers of the Company has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Waiver to Insider Letter

On August 28, 2025, the “Original Sponsor”, the Company, Stephen P.

Herbert, Douglas M.

Lurio, Thomas A.

Decker, Mohammad A.

Khan, Celso L.

White and the other parties thereto entered into a waiver (the “Waiver”) with respect to that certain insider letter agreement, dated May 20, 2025, by and among the Company, the Original Sponsor and the other persons party thereto (the “Insider Letter”).

Joinder Agreement

On August 28, 2025, the New Sponsor entered that certain joinder to insider letter agreement and registration rights agreement (the “Joinder”).

Pursuant to the Joinder, the New Sponsor agreed, with effect from the date of the Joinder, to join as a party to the Insider Letter and to that certain Registration Rights Agreement, dated May 20, 2025, by and among the Company, the Original Sponsor and the other persons party thereto.

Entry into the Joinder was a condition to the consummation of the transactions contemplated by the Purchase Agreement (as defined above).

The Trust Account

6 unchanged sentences

(1) the completion of the initial Business Combination within the required time period;

(2) redemption of 100

% of the outstanding public shares if the Company has not completed an initial Business Combination within 18 months from the closing of the Initial Public Offering;

(2) redemption of 100% of the outstanding public shares if the Company has not completed an initial Business Combination within 18 months from the closing of the Initial Public Offering;

and (3) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing of the obligation to redeem 100 % of public shares if the Company does not complete its initial Business Combination within the required time period or (B) with respect to any other provision relating to the pre-business

15 unchanged sentences

The initial shareholders each entered into agreements with us, pursuant to which they agreed:

(1) to waive their redemption rights with respect to their founder shares, private placement units and any Class A ordinary shares issuable upon conversion thereof in connection with the consummation of our initial Business Combination or a tender offer conducted prior to a Business Combination or in connection with it;

and (2) to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement units if the Company fails to complete its initial Business Combination within 18 months from the closing of this offering, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete our initial Business Combination within the prescribed time frame.

The Company does not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

However, if our 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 our business prior to our initial Business Combination.

Moreover, the Company may need to obtain additional financing (see also Note 4 - “Related Party Loans”) either to complete our Business Combination or because the Company may become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

(1) to waive their redemption rights with respect to their founder shares, private placement units and any Class A ordinary shares issuable upon conversion thereof in

connection with the consummation of our initial Business Combination or a tender offer conducted prior to a Business Combination or in connection with it;

and (2) to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement units if the Company fails to complete its initial Business Combination within 18 months from the closing of the Initial Public Offering, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete our initial Business Combination within the prescribed time frame.

Business Combination Agreement

On October 19, 2025 (the “Signing Date”), the Company (which will domesticate as a Delaware corporation prior to the Closing), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Evernorth Holdings Inc., a Nevada corporation (“Pubco”), Pathfinder Digital Assets LLC, a Delaware limited liability company (“Pathfinder”), Evernorth Corporate Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Pubco (“SPAC Merger Sub”), Evernorth Company Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco (“Company Merger Sub”), and Ripple Labs Inc., a Delaware corporation (“Ripple”).

Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the “Closing” and the date and time at which the Closing is actually held, the “Closing Date”), (a) Company Merger Sub will merge with and into Pathfinder, with Pathfinder continuing as the surviving company (the “Pathfinder Merger”), with holders of Pathfinder units (each, a “Pathfinder Unit”) receiving one share of Class A common stock, par value $ 0.001 per share, of Pubco (“Pubco Class A Common Stock”) for each Pathfinder Unit, subject to certain reductions and other limitations imposed on the Ripple Parties as set forth in the Business Combination Agreement, and (b) simultaneously with the Pathfinder Merger, SPAC Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “SPAC Merger” and, together with the Company Merger, the “Mergers” and, together with the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents, the “Transactions”), with (x) shareholders of the Company receiving one share of Pubco Class A Common Stock for each Common Share held by such shareholders and (y) warrantholders of the Company receiving one warrant to purchase one share of Pubco Class A Common Stock for each warrant to purchase one SPAC Class A Share held by such warrant holders, in accordance with the terms and subject to the conditions set forth in the Business Combination Agreement.

Upon the consummation of the Mergers and the Transactions, Pubco will become a publicly traded company.

In connection with the Closing, Pubco will have authorized three classes of Pubco common stock with different voting and economic rights.

The Pubco Class A Common Stock will be entitled to economic rights, including the right to receive distributions in proportion to the number of shares held, and will be listed for trading on Nasdaq or another national securities exchange.

Each share of Pubco Class Common A Stock will be entitled to one vote per share.

Shares of Class B common stock, par value $ 0.001 per share, of Pubco (the “Pubco Class B Common Stock”) will be entitled to one vote per share but will not have any economic rights and will not be listed for trading or transferable unless a corresponding number of units of Pathfinder as the surviving Company after the Pathfinder Merger (the “Company Surviving Subsidiary”) are transferred to the same person.

However, no shares of Pubco Class B Common Stock are expected to be issued or outstanding immediately following the Closing.

Shares of Class C common stock, par value $ 0.001 per share, of Pubco (the “Pubco Class C Common Stock” and, together with the Pubco Class A Common Stock and the Pubco Class B Common Stock, the “Pubco Stock”) will be entitled to economic rights, including the right to receive distributions in proportion to the number of shares held, but will have no voting rights except as required by the Nevada Revised Statutes and will not be listed for trading or transferable, and will be convertible into Pubco Class A Common Stock at the election of the holder from time to time.

Amended and Restated Registration Rights Agreement

Concurrently with the Closing of the Business Combination Agreement, Pubco, the Company, the New Sponsor and certain securityholders listed therein will enter into a registration rights agreement that will amend and restate the registration rights agreement entered into at the time of the Company’s initial public offering between the Company, the New Sponsor and certain securityholders listed therein (as amended, the “Amended and Restated Registration Rights Agreement”), pursuant to which Pubco will assume the registration obligations of the Company under such registration rights agreement, with such rights applying to the shares of Pubco Class A Common Stock, Class B common stock (the “Pubco Class B Common Stock”) and Pubco Class C Common Stock.

The Amended and Restated Registration Rights Agreement provides for customary demand registration rights, piggyback registration rights, and shelf registration rights for the benefit of the holders, subject to customary cutbacks and issuer suspension rights.

It also includes customary provisions relating to underwriting participation, registration expenses, indemnification, and coordination of sales in underwritten offerings.

The Amended and Restated Registration Rights Agreement will become effective upon the Closing and will supersede the Company’s existing registration rights agreement in its entirety.

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Company entered into a Sponsor Support Agreement with the New Sponsor and Pubco (the “Sponsor Support Agreement”), pursuant to which, among other things, the New Sponsor agreed (i) to vote its Class A Shares and Class B Shares (the “New Sponsor Shares”) in favor of the Business Combination Agreement and the Transactions and each of the proposal to approve the Business Combination Agreement, the proposal to authorize and approve the Pathfinder Merger, and the proposal to approve a plan of domestication, (ii) to vote its New Sponsor Shares against any alternative transactions, (iii) to comply with the restrictions imposed by the Insider Letter (as defined above), by and among the Company, Original Sponsor, and the officers and directors of the Company at the time of its initial public offering, pursuant to which the New Sponsor was later joined as a party by way of the Joinder (as defined above) to the Insider Letter, by and between New Sponsor and the Company, including the restrictions on transfer and redemption of the Class A Shares and Class B Shares in connection with the Transactions, and (iv) subject to and conditioned upon the Closing, to waive any anti-dilution rights that would otherwise result in the Class B Shares converting into Class A Shares on a greater than one-for-one

In addition, the New Sponsor agreed to effect certain security cancellations and issuances in connection with the Closing.

Specifically, immediately prior to the time on the Closing Date when the certificate to be filed with the Delaware Secretary of State to certify the Pathfinder Merger (the “Pathfinder Certificate of Merger”) has been duly accepted for filing by the Delaware Secretary of State in accordance with the Limited Liability Company Act of the State of Delaware (the “DLLCA”) (or such other time as specified in the Pathfinder Certificate of Merger) (the “Company Merger Effective Time”), the New Sponsor will forfeit for no consideration (a) 120,000 Class A Shares, (b) 2,364,000 Class B Shares and (c) 60,000 warrants, each exercisable for one Class A Share at $ 11.50 per share (the “Private Placement Warrants”).

Pursuant to the Sponsor Support Agreement, the New Sponsor also agreed, subject to and effective as of the Closing, to irrevocably and unconditionally release and waive any and all claims it may have against the Company, Pubco and Pathfinder or their respective affiliates arising on or prior to the Closing, subject to customary carve-outs.

Concurrently with the Closing, each of the Company, the New Sponsor, Ripple and other Persons who will, immediately after the Closing, be holders of Pubco Stock or units of the Company Surviving Subsidiary and who, with Ripple, will collectively be deemed to form a “group” as defined in Section 13(d) of the Exchange Act (“Ripple Affiliate Investors”) will enter into a Lock-Up

Agreement with Pubco (the “Lock-Up

Agreements”), pursuant to which such parties agree that any shares of Pubco Stock, one warrant to purchase one share of Pubco Class A Common Stock issued to warrant holders of SPAC Delaware by Pubco (the “Pubco Warrants”), any shares of Pubco Stock issuable upon the exercise or settlement, as applicable, of Warrants, Pathfinder Units, and any other securities convertible into or exercisable or exchangeable for Pubco Stock, in each case, held by such holder immediately after the Closing will be locked-up

and subject to transfer restrictions, as described below, subject to certain exceptions.

Pursuant to the Lock-Up

Agreements, the parties thereto agree, among other things, not to, without the prior written consent of Pubco, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position with respect to Restricted Securities (as defined in the Lock-Up

Agreements), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Restricted Securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce the intention to effect any transaction specified in clause (i) or (ii), until the earlier of six months following the date of the Closing and the date on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all Pubco shareholders having the right to exchange their shares of Pubco common stock for cash, securities or other property.

Agreements include customary exceptions to the transfer restrictions, including transfers to affiliates.

Subscription Agreements

Advance Funding Subscription Agreements

In connection with the execution of the Business Combination Agreement, Pubco, Pathfinder and the Company entered into advance funding subscription agreements (the “Advance Funding Subscription Agreements”) with certain institutional investors and individual accredited investors (“Advance Subscribers”) pursuant to which the Advance Subscribers agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, shares of Pubco Class A Common Stock for an aggregate of $ 214.05 million in cash and a contribution of 600,000 XRP tokens, in a private placement (the “PIPE”), upon the terms and subject to the conditions set forth in such agreements.

Advance Subscribers will receive a number of shares of Pubco Class A Common Stock on the Closing Date equal to the quotient of (i) the Advance Subscriber Subscription Price and (ii) $ 10.00 (the “Initial Subscribed Shares”), plus the Adjustment Shares (as defined below).

“Advance Subscriber Subscription Price” means (a) if the Advance Subscriber elected to subscribe for shares of Pubco Class A Common Stock with cash, the amount of cash contributed as set forth on the signature page to its Advance Funding Subscription Agreement or (b) if the Advance Subscriber elected to subscribe for shares of Pubco Class A Common Stock with XRP, such amount (in USD) equal to the product of (x) the amount of XRP contributed as set forth on the signature page to its Advance Funding Subscription Agreement and (y) the XRP Token VWAP on October 19, 2025.

Delayed Funding Subscription Agreements

In connection with the execution of the Business Combination Agreement, Pubco, Pathfinder and the Company entered into delayed funding subscription agreements (each, a “Delayed Funding Subscription Agreement” and collectively, the “Delayed Funding Subscription Agreements”) with certain institutional investors and individual accredited investors (“Delayed Subscribers”) pursuant to which the Delayed Subscribers agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, shares of Pubco Class A Common Stock for an aggregate of $ 10.5 million in cash and a contribution of 200,000 XRP tokens, in a PIPE, upon the terms and subject to the conditions set forth in such agreements.

Delayed Subscribers will receive a number of shares of Pubco Class A Common Stock on the Closing Date equal to the quotient of (i) the Delayed Subscriber Subscription Price and (ii) $ 10.00 .

“Delayed Subscriber Subscription Price” means (a) if the Delayed Subscriber elected to subscribe for shares of Pubco Class A Common Stock with cash, the amount of cash contributed as set forth on the signature page to its Delayed Funding Subscription Agreement or (b) if the Delayed Subscriber elected to subscribe for shares of Pubco Class A Common Stock with XRP, such amount (in USD) equal to the product of (x) the amount of XRP contributed as set forth on the signature page to its Delayed Funding Subscription Agreement and (y) the Closing Date XRP Token VWAP.

Series C Subscription Agreements

In connection with the execution of the Business Combination Agreement, Pubco, Pathfinder and the Company entered into a Series C Subscription Agreement with the New Sponsor (the “Series C Subscription Agreement”) pursuant to which the Sponsor agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, shares of Pubco Class A Common Stock and Pubco Class C Common Stock for a contribution of 211,319,096.061435 XRP tokens, in a PIPE, upon the terms and subject to the conditions set forth in such agreement.

The New Sponsor will receive an aggregate number of shares of Pubco Class A Common Stock and Pubco Class C Common Stock on the Closing Date equal to the quotient of (i) the New Sponsor Subscription Price and (ii) Initial Subscribed Shares, plus Adjustment Shares.

“New Sponsor Subscription Price” means (a) if the New Sponsor elected to subscribe for shares of Pubco Class A Common Stock and Pubco Class C Common Stock with cash, the amount of cash contributed as set forth on the signature page to the Series C Subscription Agreement or (b) if the New Sponsor elected to subscribe for such shares with XRP, such amount (in USD) equal to the product of (x) the amount of XRP contributed as set forth on the signature page to the Series C Subscription Agreement and (y) the Signing Date XRP Token VWAP.

The New Sponsor will receive a number of shares of Pubco Class A Common Stock on the Closing Date that would result in the Series C DQ Persons collectively owning, immediately after the Closing Date and the other related transactions, a number of Pubco Class A Common Stock that would cause such Series C DQ Persons to be the beneficial owners of capital stock of Pubco such that the Series C Attributed Ownership Percentage equals 19.9 %.

The New Sponsor will receive a number of shares of Pubco Class C Common Stock equal to the number of Subscribed Shares minus the number of shares of Pubco Class A Common Stock issued to the Sponsor pursuant to the preceding sentence.

The closing of the Series C Subscription Agreement is conditioned on, among other things, the satisfaction, or waiver by the New Sponsor, of the additional condition that, on the date hereof, no Other Subscription Agreement (or other agreements or understandings (including side letters) entered into in connection therewith or in connection with the sale of the Other Equity Interests) shall have been amended, modified or waived in any manner that benefits any Other Subscriber with respect to the economic terms governing the purchase and sale of such Other Equity Interests unless the New Sponsor shall have been offered in writing the same economic benefits, subject to certain exceptions.

Ripple Group Subscription Agreements

In connection with the execution of the Business Combination Agreement, Pubco, Pathfinder and the Company entered into a subscription agreement with certain affiliates of Ripple (each, a “Ripple Group Subscription Agreement,” and together, the “Ripple Group Subscription Agreements,”) and together with the Advance Funding Subscription Agreements, the Delayed Funding Subscription Agreement and the Series C Subscription Agreement, the “Subscription Agreements”) pursuant to which the affiliates of Ripple (the “Ripple Group Subscribers”) agreed to purchase, and Pubco agreed to issue and sell, on the Closing Date, shares of Pubco Class A Common Stock and Pathfinder Units for an aggregate contribution of 50 million XRP tokens, in a PIPE, upon the terms and subject to the conditions set forth in such agreement.

The Ripple Group Subscribers will receive an aggregate number of shares of Pubco Class A Common Stock and Pathfinder Units on the Closing Date equal to the quotient of (i) the Ripple Group Subscription Price and (ii) Initial Subscribed Equity Units, plus Adjustment Equity Units.

“Ripple Group Subscription Price” means (a) if such Ripple Group Subscriber elected to subscribe for shares of Pubco Class A Common Stock and Pathfinder Units with cash, the amount of cash contributed as set forth on the signature page to the applicable Ripple Group Subscription Agreement or (b) if such Ripple Group Subscriber elected to subscribe for such equity units with XRP, such amount (in USD) equal to the product of (x) the amount of XRP contributed as set forth on the signature page to the Ripple Group Subscription Agreement and (y) the Signing Date XRP Token VWAP.

The Ripple Group Subscribers will receive a number of shares of Pubco Class A Common Stock on the Closing Date that would result in the Ripple Group Holders collectively owning, immediately after the Closing Date and the other related transactions, a number of Pubco Class A Common Stock that would cause such Ripple Group Holders to be the beneficial owners of capital stock of Pubco such that the Ripple Group Ownership Percentage equals 9.9 %.

The Ripple Group Subscriber will also receive a number of Pathfinder Units equal to the number of Subscribed Equity Interests minus the number of Subscribed Shares.

The closing of each Ripple Group Subscription Agreement is conditioned on, among other things, the satisfaction or waiver by each Ripple Group Subscriber that no Other Ripple Group Subscription Agreement (or other agreements or understandings (including side letters) entered into in connection therewith or in connection with the sale of the Other Ripple Group Subscribed Equity Interests) shall have been amended, modified or waived in any manner that benefits any Other Ripple Group Subscriber unless the Ripple Group Subscriber shall have been offered in writing the same benefits.

No fractional shares of Pubco Class A Common Stock, Pubco Class B Common Stock, or Pathfinder Unit will be issued in connection with the Subscription Agreements, and any fractional equity units otherwise issuable will be rounded down to the nearest whole equity unit.

Pursuant to the Subscription Agreements, Pubco has agreed to use commercially reasonable efforts to file a registration statement registering the resale of the shares purchased by the Subscribers pursuant to the Subscription Agreements (at Pubco’s sole cost and expense) within 30 calendar days following the Closing Date and to use commercially reasonable efforts to have such registration statement declared effective as soon as practicable, and in any event no later than 75 calendar days after the Closing Date, subject to an extension in the event of SEC review.

The net cash proceeds from the closing of the Subscription Agreements, along with funds from the trust account of the SPAC, will be used for working capital, general corporate purposes and the purchase of XRP.

Each Subscription Agreement will terminate and be void and of no further force or effect upon the earliest to occur of (i) the termination of the Business Combination Agreement in accordance with its terms, (ii) the date that is twelve months from the date of the Subscription Agreement or (iii) the mutual written agreement of the parties thereto.

Pubco, Pathfinder and the Company may seek to raise additional funds through private placement transactions, including PIPE transactions, or other forms of capital raising.

There can be no assurance as to whether, when or on what terms any such future financings may be conducted.

Liquidity and Going Concern

As of December 31, 2025, the Company had $ 287,074

in its operating bank accounts and working capital deficit of $ 3,812,654

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

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the New Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required (see also Note 4—“Related Party Loans”) either to complete our Business Combination or because the Company may become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

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.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic ASC 205-40

(“ASC 205”), “Going Concern,” as of December 31, 2025, the Company has until November 22, 2026 (the “Liquidation Date”) to consummate an initial Business Combination.

It is uncertain that we will be able to consummate an initial business combination by November 22, 2026.

If an initial Business Combination is not consummated by the Liquidation Date, there will be mandatory liquidation and subsequent dissolution.

The Company’s Management has determined that the liquidity condition and mandatory liquidation should an initial Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 22, 2026.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 21, 2025, as well as the Company’s Current Report on Form 8-K,

as filed with the SEC on June 2, 2025.

The interim results for the three months ended June 30, 2025 and for the period from October 3, 2024 (inception) through June 30, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2025, or for any future periods.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K

for the period ended September 30, 2025, as filed with the SEC on December 4, 2025.

The interim results for the three months ended December 31, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2026, or for any future periods.

Emerging Growth Company

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

The Company had cash of $ 479,526 and did no t

have any cash equivalents as of June 30, 2025.

The Company had cash of $ 287,074 and $ 361,105 and did no t have any cash equivalents as of December 31, 2025 and September 30, 2025.

Cash and Marketable Securities Held in Trust Account

As of June 30, 2025, the assets held in the Trust Account, amounting to $ 232,132,945 , were held primarily in U.S.

Treasury bills which mature on September 16, 2025.

As of December 31, 2025, the assets held in the Trust Account, amounting to $ 236,930,055 , were held primarily in money market funds which invests in U.S.

Treasury securities.

As of September 30, 2025, the assets held in the Trust Account, amounting to $ 234,628,166 , were held primarily in U.S.

Treasury bills which matured on December 11, 2025.

Concentration of Credit Risk

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The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820 (“ASC 820”), “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature, except for Cash and Marketable securities held in Trust Account as described in Note 8 – Fair Value Measurements below.

Use of Estimates

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Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99

and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public 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 complies with the requirements of ASC Topic 340-10-S99

“ Other Assets and Deferred Costs—SEC Materials

” (“ASC 340”) and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering” (“SAB Topic 5A”).

Offering costs consist principally of professional and registration fees that are related to the Initial Public 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 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.

Offering costs allocated to the Class A ordinary shares subject to possible redemption were charged to temporary equity and offering costs allocated to the Private Placement Units and the Public and Private Placement Warrants within the Unit, were charged to shareholders’ deficit as Public and Private Placement Warrants included in the Units, after management’s evaluation are accounted for under equity treatment.

The Company follows the asset and liability method of accounting for income taxes under Accounting Standards Codification 740, “ Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “ Income Taxes

” (“ASC 740”).

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

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025 and September 30, 2025.

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

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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 ASC 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.

In accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity (“, 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.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value which is equivalent to the pro-rata

amount held in the Trust per-share,

less any permitted withdrawals.

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, 2025, 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, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Accordingly, as of December 31, 2025 and September 30, 2025, 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 unaudited condensed balance sheets.

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

Gross proceeds

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Accretion of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, June 30, 2025

Class A Ordinary Shares subject to possible redemption, September 30, 2025

Accretion of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, December 31, 2025

Warrant Instruments

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

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

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

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 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.

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

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

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

11,500,000 Public Warrants and 355,000 Private Placement Warrants outstanding.

Net Loss per Ordinary Share

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

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 (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.

Diluted net income (loss) per share attributable to ordinary shareholders adjusts the basic net income (loss) 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, they have been excluded from the calculation of diluted income (loss) per ordinary share for the periods presented.

Net loss per ordinary share is calculated by dividing the net loss by the weighted average ordinary shares outstanding for the respective period.

Diluted net loss per share attributable to ordinary shareholders adjusts the basic net loss 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, they have been excluded from the calculation of diluted loss per ordinary share for the periods presented.

With respect to the accretion of Class A ordinary shares subject to possible redemption and consistent with ASC Topic 480-10-S99-3A,

the Company treated accretion in the same manner as a dividend paid to the shareholders in the calculation of the net income (loss) per ordinary share.

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

the Company treated accretion in the same manner as a dividend paid to the shareholders in the calculation of the net loss per ordinary share.

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

For the Three Months

Ended June 30, 2025

Ended December 31, 2025

For the period from October 3, 2024

(inception) through June 30, 2025

(inception) through December 31, 2024

Class A & B -

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Non-redeemable

Basic net income per ordinary share

Allocation of net income

Basic weighted average shares outstanding

Basic net income per ordinary share

For the Three Months

Ended June 30, 2025

For the period from October 3, 2024

(inception) through June 30, 2025

Non-redeemable

Diluted net income per ordinary share

Allocation of net income

Diluted weighted average shares outstanding

Diluted net income per ordinary share

Basic and diluted net loss per ordinary share

Allocation of net loss

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per ordinary share

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07,

“Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”.

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

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

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

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

The Company adopted ASU 2023-07

on October 3, 2024, date of incorporation.

The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Note 3 — Initial Public Offering

Pursuant to the Initial Public Offering on June 30, 2025, the Company sold 23,000,000 units at a price of $ 10.00 per Unit for a total of $ 230,000,000 , which includes the full exercise of the underwriters’ overallotment option in the amount of 3,000,000 Units.

INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering on May 22, 2025, the Company sold 23,000,000 units at a price of $ 10.00 per Unit for a total of $ 230,000,000 , which includes the full exercise of the underwriters’ overallotment option in the amount of 3,000,000 Units.

Each Unit consists of one share of the Company’s Class A ordinary shares, $ 0.0001 par value and one-half

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The Warrants will only be exercisable for whole shares at $ 11.50 per share.

As of June 30, 2025, there were 11,500,000 Public Warrants and 355,000 Private Placement Warrants outstanding.

On August 28, 2025, the New Sponsor Purchase was completed, whereby the Original Sponsor agreed to sell to the New Sponsor, and the New Sponsor agreed to purchase from the Original Sponsor, an aggregate of 7,880,000 Class B ordinary shares, par value $ 0.0001 per share, 400,000 Class A ordinary shares, par value $ 0.0001 per share, and 200,000 private placement warrants of the Company for an aggregate purchase price of $ 6,600,000 (see Note 1 – Changes in control of Registrant

As of December 31, 2025 and September 30, 2025, there were 11,500,000 Public Warrants and 355,000 Private Placement Warrants outstanding.

Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, at any time commencing on the later of 12 months from the closing of the Initial Public Offering and after the completion of the initial Business Combination.

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The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue 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, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by them 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 the

initial Business Combination on the date of the consummation of the 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 the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of (i) the Market Value or (ii) the price at which the Company issue the additional Class A ordinary shares or equity-linked securities.

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in whole and not in part;

at a price of $ 0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption (the “30-day

at a price of $ 0.01

upon a minimum of 30 days’ prior written notice of redemption (the “ 30

redemption period”);

if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading

if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ 18.00

per share (as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) for any 20

trading days within a 30

day period ending on the third trading day prior to the date on which the Company will send the notice of redemption to the warrant holders.

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If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder.

Note 4 — Private Placement

PRIVATE PLACEMENT

Founder Shares

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Since the cost of these interest allocations to the non-managing

members is considered an offering cost, the Company will record the fair value of this transaction into equity at the initial public offering date calculated as 2,400,000 interests in founder shares allocated to non-managing members at a fair value of

$ 4,621,895 or approximately

$ 1.93 per founder share.

members at a fair value of $ 4,621,895 or approximately $ 1.93 per founder share.

The third-party valuation firm used a Monte Carlo simulation to value the Founder Shares.

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Borrowings under the note are no longer available.

Advances from Related Party

As of June 30, 2025, the Company owes related parties $ 808 for expenses which they have paid on the Company’s behalf.

The amount is due on demand.

Administration Fee

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

The Sponsor has agreed to defer payment of the administration fee until such time as new financing occurs to allow liquidity to pay the fee.

For the three months ended June 30, 2025 and for the period from October 3, 2024 (inception) through June 30, 2025, the Company has incurred $ 16,000 and paid $ 24,000 in fees for these services of which $ 8,000 is included in prepaid expenses on the Company’s condensed balance sheets as of June 30, 2025.

The Original Sponsor had agreed to defer payment of the administration fee until such time as new financing occurs to allow liquidity to pay the fee.

The administrative services agreement with the Original Sponsor was terminated on August 28, 2025;

all outstanding fees were paid through this date.

For the three months ended December 31, 2025 and for the period from October 3, 2024 (inception) through December 31, 2024, the Company did no t incur any fees for these services.

No agreement for administrative service fees has been entered into with the New Sponsor.

Related Party Loans

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The units would be identical to the private placement units.

As of June 30, 2025, no such Working Capital Loans were outstanding.

Note 5 — Commitments and Contingencies

As of December 31, 2025 and September 30, 2025, no such Working Capital Loans were outstanding.

COMMITMENTS AND CONTINGENCIES

Registration Rights

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Additionally the underwriters are entitled to $ 0.40 per Unit sold in the offering, $ 9,200,000 in the aggregate, and is payable to the underwriters based on the percentage of funds remaining in the Trust Account after redemptions of public shares, for deferred underwriting commissions to be placed in a Trust Account located in the United States and released to the underwriters only upon the completion of an initial Business Combination.

On September 9, 2025, the Company entered into a letter agreement with its Underwriters that the Underwriters shall, severally and not jointly, on the terms and conditions set forth in the letter agreement, and contingent upon the occurrence of a specified event, which is the consummation of a business combination with Pubco, will reimburse a portion of the Company’s bona fide documented fees and expenses incurred in connection with the Initial Public Offering in an amount of $ 2,300,000 (the “Reimbursement Amount”), with such amount decreased by $ 0.10 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the specified event.

As of December 31, 2025 and September 30, 2025, no reimbursements have been recorded under this agreement.

Service Provider Agreements

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accountable fees and disbursements incurred by Northland in connection with the performance of its services.

As of June 30, 2025, no such expenses have been incurred under the agreement.

If we have not consummated an initial Business Combination before December 31, 2026, we may terminate the agreement by providing written notice of such termination to Northland.

The Company has engaged Bishop IR (“Bishop”) as an investor relations advisor in connection with the initial Business Combination for the period from May 19, 2025 through May 1 8

, 2026 with a monthly fee of $ 8,500 , payable only upon and subject to the closing of the initial Business Combination.

Either party can terminate the contract at any time upon thirty days prior notice to the other party.

Upon completion of initial Business Combination, Bishop would be entitled to a success fee of $ 100,000 payable only upon and subject to the closing of the initial Business Combination.

Bishop shall also be reimbursed for all reasonable expenses and disbursements incurred by Bishop on our behalf, provided that such expenses shall not exceed $ 300 without our prior co nse

As of June 30, 2025, no expenses have been incurred under this agreement.

Note 6 — Shareholders’ Deficit

As of December 31, 2025, no such expenses have been incurred under the agreement.

If we have not consummated an initial Business Combination before November 22, 2026, we may terminate the agreement by providing written notice of such termination to Northland.

No amounts were incurred under this agreement from the period from October 3, 2024 (inception) through December 31, 2025.

The Company has engaged Bishop IR (“Bishop”) as an investor relations advisor in connection with the initial Business Combination for the period from May 19, 2025 through May 18, 2026 with a monthly fee of $ 8,500 , payable only upon and subject to the closing of the initial Business Combination.

Bishop shall also be reimbursed for all reasonable expenses and disbursements incurred by Bishop on our behalf, provided that such expenses shall not exceed $ 300 without our prior consent.

The agreement with Bishop was terminated effective September 3, 2025 by the New Sponsor.

Upon termination of the agreement the Company recognized $ 37,564 of expenses which are included in deferred professional fees in the Company’s unaudited condensed balance sheets as of December 31, 2025 and September 30, 2025.

On October 19, 2025, CCM was retained by the Company to provide an opinion to the Company’s Board as to the fairness of the Exchange Ratio (as defined in the Fairness opinion) in connection with the proposed Initial Business Combination Agreement.

Pursuant to the terms of its engagement, CCM became entitled to a fee of $ 450,000 in consideration for the fairness opinion (the “Fairness Opinion Fee”).

The Fairness Opinion Fee is due and payable to CCM as follows:

(i) up to $ 100,000 became due to CCM upon informing the SPAC Board that it was prepared render and deliver the fairness opinion;

and (ii) the balance of the Fairness Opinion Fee is due upon the earlier of the closing of the proposed Initial Business Combination or the termination of the merger agreement entered into by the Company with respect to the proposed Initial Business Combination.

The Company has also agreed to reimburse CCM’s reasonable expenses up to an aggregate amount of $ 125,000 and to indemnify CCM against liabilities arising out of or in connection with the services rendered and to be rendered by CCM under its engagement with the Company.

SHAREHOLDERS’ DEFICIT

Preferred Shares

The Company is authorized to issue 1,000,000 shares of preferred shares with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.

As of June 30, 2025, there were no preferred shares issued and outstanding.

As of December 31, 2025 and September 30, 2025, there were no preferred shares issued and outstanding.

Class A Ordinary Shares

The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

As of June 30, 2025, there were 710,000 Class A ordinary shares issued or outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.

As of December 31, 2025 and September 30, 2025, there were 710,000 ordinary shares issued or outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption, as described above in Note 2 – Class A Ordinary Shares Subject to Possible Redemption.

All Class A shares are entitled to one vote per share.

Class B Ordinary Shares

The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

At June 30, 2025, there were 7,880,000 Class B ordinary shares issued and outstanding.

Note 7 — Segment Information

At December 31, 2025 and September 30, 2025, there were 7,880,000 Class B ordinary shares issued and outstanding.

All Class B shares are entitled to one vote per share.

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 CODM, the Chief Financial Officer, in deciding how to allocate resources and assess performance.

The CODM assesses performance for the single segment and decides how to allocate resources.

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

, in deciding how to allocate resources and assess performance.

The CODM assesses performance for the single

segment and decides how to allocate resources.

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

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

June 30, 2025

September 30,

Cash and marketable securities held in Trust Account

For the Three

June 30, 2025

from October 3, 2024

(Inception) through

June 30, 2025

December 31, 2024

General administrative costs

Interest earned on cash and marketable securities held in Trust Account

Note 8 — Fair Value Measurements

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.

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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.

The following table presents information about the Company’s assets that are measured

at fair value as of June 30, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

June 30, 2025

The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2025 and September 30, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Marketable securities held in Trust Account

September 30,

Cash and marketable securities held in Trust Account

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Weighted term (Yrs)

The fair value of the 2,400,000 of interests in founders shares allocated

to the non-managing members was $ 4,621,895 or approximately $ 1.93 per Founder Share and was determined using Monte Carlo Simulation Model.

The fair value of the 2,400,000 of interests in founders shares allocated to the non-managing

members was $ 4,621,895 or approximately $ 1.93 per Founder Share and was determined using Monte Carlo Simulation Model.

These interest allocations 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 valuation of the interest allocations to the non-managing members:

The following table presents the quantitative information regarding market assumptions used in the valuation of the interest allocations to the non-managing

Risk free rate

Weighted term (Yrs)

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the date that the unaudited condensed financial statements were issued.

The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheets date up to the date that the unaudited condensed financial statements were 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