Overview

We are a blank check company formed in March 2025 with the purpose of merging with or acquiring a yet-to-be-identified business. As a special purpose acquisition company (SPAC), we have not engaged in any operations or generated any revenue to date. Our activities have been limited to organizational tasks, preparing for our initial public offering (IPO), and searching for a suitable acquisition target.

Financial Performance

For the three months ended June 30, 2026, we reported net income of $748,888, which was primarily driven by $891,039 in interest income from the funds held in our trust account, offset by $142,151 in operating expenses. In comparison, for the three months ended June 30, 2025, we had a net loss of $22,780, consisting solely of general and administrative costs.

Looking at the six-month period ended June 30, 2026, we generated net income of $1,722,122. This was again due to $2,029,762 in interest income from the trust account, partially offset by $307,640 in operating expenses. For the period from inception (March 21, 2025) through June 30, 2025, we reported a net loss of $22,780 in general and administrative costs.

Liquidity and Capital Resources

We completed our IPO on September 26, 2025, raising gross proceeds of $115 million by selling 11.5 million units at $10 per unit. Simultaneously, we sold 367,500 private placement units for $3.675 million. After IPO-related costs of $2.316 million, the total amount placed in our trust account was $115 million.

As of June 30, 2026, we had $118.179 million in the trust account, including $3.179 million in interest income. We intend to use these funds to complete our initial business combination. We also had $708,065 in cash outside the trust account as of June 30, 2026, which we plan to use for working capital and transaction costs.

Management believes we have sufficient funds to meet our working capital needs through the mandatory liquidation date of March 26, 2027. However, they have also concluded that substantial doubt exists about our ability to continue as a going concern, as we are required to complete an initial business combination or obtain an extension by that date.

Strengths, Weaknesses, and Outlook

Our key strength is the $115 million in trust, which provides ample capital to pursue a business combination. However, we face the challenge of identifying and completing a suitable acquisition target within the limited timeframe before our mandatory liquidation.

The outlook for the company is uncertain, as we have not yet identified a target and face the risk of being unable to complete a transaction before the deadline. If we fail to find a target or obtain an extension, we will be forced to liquidate and return the funds to our shareholders.

Overall, we are in the early stages as a SPAC, with the potential for a successful business combination that could create value for shareholders, but also significant uncertainty about our ability to achieve that outcome.