What changed in this filing

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Item 1. Financial Statements

2026-05-13 compared with 2026-02-13 · 81 added, 68 removed, 475 unchanged (24% of the section changed)

18 unchanged sentences

Commitments and Contingencies

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

Class A ordinary shares subject to possible redemption, 23,000,000 shares at a redemption value of $ 10.39 and $ 10.20

per share as of March 31, 2026 and September 30, 2025, respectively

Shareholders’ Deficit

4 unchanged sentences

200,000,000 shares authorized;

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

710,000 shares issued and outstanding as of March 31, 2026 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 December 31, 2025 and September 30, 2025

7,880,000 shares issued and outstanding as of March 31, 2026 and September 30, 2025

Additional paid-in

5 unchanged sentences

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

For the Three

For the Three Months Ended

For the Period

5 unchanged sentences

Interest earned on cash and marketable securities held in Trust Account

Net income (loss)

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 net income (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

Basic and diluted net income (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.

1 unchanged sentence

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2026

Ordinary Shares

Shareholders’

Balance – September 30, 2025

1 unchanged sentence

Balance – December 31, 2025

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

Accretion for Class A ordinary shares to redemption amount

Balance – March 31, 2026

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM OCTOBER 3, 2024 (INCEPTION) THROUGH MARCH 31, 2025

Ordinary Shares

Shareholders’

Balance – October 3, 2024 (Inception)

1 unchanged sentence

Balance – December 31, 2024

Balance – March 31, 2025

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

1 unchanged sentence

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the Three

For the Period

4 unchanged sentences

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

Payment of formation costs through promissory note

Payment of operating costs through promissory note

Payment of formation costs through promissory note – related party

Payment of operating costs through promissory note – related party

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

3 unchanged sentences

Accounts payable and accrued expenses

Deferred professional fees

Net cash used in operating activities

Cash Flows from Financing Activities:

Proceeds from promissory note - related party

Payment of offering costs

Net cash used in 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

2 unchanged sentences

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

DECEMBER 31, 2025

MARCH 31, 2026

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

4 unchanged sentences

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”).

(“SaaS”), or 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 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.

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

All activity for the period from October 3, 2024 (date of inception) through March 31, 2026, 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.

48 unchanged sentences

Upon the closing of the Initial Public Offering on May 22, 2025, an amount of $ 231,150,000 ($ 10.05 per unit) from the net proceeds of the sale of the units, and a portion of the proceeds of the sale of the private placement units, are held in a Trust Account and will be invested or held only in either (i) 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 of 1940 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-7under

the Investment Company Act of 1940 which invest only in direct U.S.

government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank.

25 unchanged sentences

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.

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) warrant holders 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.

53 unchanged sentences

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.

As of March 31, 2026, the Company had $ 88,640 in its operating bank account and working capital deficit of $ 4,785,579

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.

2 unchanged sentences

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.

(“ASC 205”), “Going Concern,” as of March 31, 2026, 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.

8 unchanged sentences

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

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

ds presented.

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.

The interim results for the three and six months ended March 31, 2026 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

7 unchanged sentences

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

The Company had cash of $ 88,640 and $ 361,105 and did no t have any cash equivalents as of March 31, 2026 and September 30, 2025, respectively.

Cash and Marketable Securities Held in Trust Account

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.

As of March 31, 2026, the assets held in the Trust Account, amounting to $ 239,035,116 , were held primarily in money market funds which invests in U.S.

Treasury securities.

14 unchanged sentences

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.

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.

9 unchanged sentences

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 December 31, 2025 and September 30, 2025.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026 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.

11 unchanged sentences

capital (to the extent available) and accumulated deficit.

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:

Accordingly, as of March 31, 2026 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 March 31, 2026 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

4 unchanged sentences

Accretion of carrying value to redemption value

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

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

Warrant Instruments

4 unchanged sentences

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

As of March 31, 2026, there were 11,500,000 Public Warrants and 355,000 Private Placement Warrants outstanding.

Net Income (Loss) per Ordinary Share

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

1 unchanged sentence

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

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.

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 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 loss per ordinary share.

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

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 (loss) per ordinary share:

For the Three Months

Ended December 31, 2025

Ended March 31, 2026

For the Three Months

Ended March 31, 2025

For the Six Months

Ended March 31, 2026

For the Period from October 3, 2024

(inception) through December 31, 2024

(Inception) through March 31, 2025

Class A & B -

2 unchanged sentences

Non-redeemable

Basic and diluted net loss per ordinary share

Allocation of net loss

Class A & B -

Non-redeemable

Class A & B -

Non-redeemable

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per ordinary share

Basic and diluted net income (loss) per ordinary share

Recent Accounting Pronouncements

6 unchanged sentences

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.

As of March 31, 2026 and September 30, 2025, there were 11,500,000 Public Warrants and 355,000 Private Placement Warrants outstanding, respectively.

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.

3 unchanged sentences

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.

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.

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.

On the exercise of any warrant, the exercise price will be paid directly to the Company and not placed in the Trust Account.

7 unchanged sentences

in whole and not in part;

at a price of $ 0.01

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

at a price of $ 0.01 per warrant;

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

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

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

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.

9 unchanged sentences

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.

PRIVATE PLACEMENT

RELATED PARTY TRANSACTIONS

Founder Shares

42 unchanged sentences

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.

For the three months ended March 31, 2026 and 2025, for the six months ended March 31, 2026 and for the period from October 3, 2024 (inception) through March 31, 2025, 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.

5 unchanged sentences

The units would be identical to the private placement units.

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

As of March 31, 2026 and September 30, 2025, no such Working Capital Loans were outstanding.

COMMITMENTS AND CONTINGENCIES

12 unchanged sentences

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.

As of March 31, 2026 and September 30, 2025, no reimbursements have been recorded under this agreement.

Service Provider Agreements

3 unchanged sentences

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

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

As of March 31, 2026, 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.

No amounts were incurred under this agreement for the three and six months ended March 31, 2026.

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.

1 unchanged sentence

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.

Upon termination of the agreement the Company recognized $ 38,387 and $ 37,564 of expenses which are included in deferred professional fees in the Company’s balance sheets as of March 31, 2026 and September 30, 2025, respectively.

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.

6 unchanged sentences

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

The Company is authorized to issue 1,000,000 shares of preferred shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.

As of March 31, 2026 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 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.

As of March 31, 2026 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.

1 unchanged sentence

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

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

At March 31, 2026 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.

10 unchanged sentences

For the Three

from October 3, 2024

(Inception) through

December 31, 2024

March 31, 2025

General administrative costs

10 unchanged sentences

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 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:

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

13 unchanged sentences

Weighted term (Yrs)

SUBSEQUENT EVENTS

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.

1 unchanged sentence

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