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Overview

We are a blank check company formed in the Cayman Islands on July 24, 2024 for the purpose of merging with or acquiring one or more businesses. We have not yet identified a specific target business to combine with. Our management team is actively searching for potential acquisition opportunities, but we have not selected any specific target as of now.

We completed our initial public offering (IPO) on December 23, 2024, raising $100 million by selling 10 million units at $10 per unit. Each unit consists of one ordinary share and one right to receive one-tenth of an ordinary share upon completion of our initial business combination. We also raised an additional $4 million through the private placement of 400,000 units to our sponsor and the IPO underwriters.

On December 31, 2024, the underwriters exercised the over-allotment option in full, purchasing an additional 1.5 million units for $15 million. We also conducted a private placement of 37,500 additional units to the sponsor and underwriters, raising another $375,000.

After the IPO and over-allotment, we had a total of $115.6 million held in a trust account, which we intend to use to fund our initial business combination. We have until June 23, 2026 to complete a deal, after which we will be required to liquidate if we have not found a suitable target.

Recent Developments

In April 2025, our independent auditor Marcum LLP resigned, and we engaged CBIZ CPAs P.C. as our new independent registered public accounting firm.

In June 2025, we entered into a consulting agreement with Kujo Capital, LLC to provide the services of Andrew Kucharchuk as our new Chief Financial Officer, replacing Tim Rotolo who resigned in August 2025.

Results of Operations

Since our inception in July 2024 through December 2025, we have not engaged in any operations or generated any revenue. Our only activities have been organizational tasks, preparing for the IPO, and searching for a potential business combination target.

For the year ended December 31, 2025, we reported net income of $4.0 million, which consisted primarily of $4.8 million in interest earned on the funds held in our trust account, partially offset by $802,565 in operating costs and a $446 change in the fair value of our over-allotment liability.

For the period from July 24, 2024 (inception) through December 31, 2024, we reported a net loss of $39,474, which included $96,478 in interest income and a $10,666 change in the fair value of the over-allotment liability, offset by $146,618 in formation and operating costs.

Liquidity and Capital Resources

As of December 31, 2025, we had $313,322 in cash outside of our trust account and $120.5 million invested in the trust account. We intend to use the funds in the trust account, along with any debt or equity financing, to complete our initial business combination.

For the year ended December 31, 2025, we used $587,281 in cash for operating activities. For the period from inception through December 31, 2024, we used $334,275 in cash for operating activities.

We invested $15.1 million into the trust account in 2025 and $100.5 million in 2024 related to the IPO and over-allotment.

Financing activities provided $15.1 million in cash in 2025 and $101.7 million in 2024, primarily from the proceeds of the IPO and private placements.

We believe we have sufficient funds to operate our business and identify a target for our initial business combination. However, if our estimates of the costs are less than actual, we may need to raise additional funds, either through debt or equity financing, to complete the transaction.

Off-Balance Sheet Arrangements and Contractual Obligations

We do not have any off-balance sheet arrangements or long-term contractual obligations as of December 31, 2025. The only significant contractual obligation was the underwriting discount paid to the IPO underwriters, totaling $2.3 million.

Critical Accounting Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts, including the fair value of our share rights, over-allotment option, and shares issued to EarlyBirdCapital and our directors/advisors. These estimates involve significant uncertainty, and deviations from our assumptions could result in material differences in our financial results.

We have adopted the new ASU 2023-09 accounting standard related to income tax disclosures, but it did not have a material impact on our financial statements.