Overview

We are a blank check company incorporated in the Cayman Islands on July 11, 2025. We were formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. We may pursue an initial Business Combination in any business or industry, but we expect to target opportunities and companies that are in high-growth, high-impact sectors that form the backbone of the digital economy, including Payment Gateways, Stablecoin, Exchanges, Crypto Miners, Crypto Holding and Trading, High Performance Computing, Energy, and Crypto Treasury Strategy. We have not engaged in any operations nor generated any revenue to date.

Results of Operations

We have not engaged in any operations nor generated any revenues to date. Our only activities from July 11, 2025 (inception) through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Offering, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2026, we had net income of $1,403,027, which consists of interest earned on cash and investments held in the Trust Account of $1,582,012, partially offset by general and administrative costs of $178,985.

For the six months ended June 30, 2026, we had net income of $2,662,995, which consists of interest earned on cash and investments held in the Trust Account of $3,093,708, partially offset by general and administrative costs of $430,713.

Liquidity, Capital Resources and Going Concern

As of June 30, 2026, we had $787,476 in cash and a working capital surplus of $802,954. We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. 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, we may have insufficient funds available to operate our business prior to the Initial Business Combination. Such potential liquidity shortfall raises substantial doubt about our ability to continue as a going concern.

For the six months ended June 30, 2026, net cash used in operating activities was $460,355. Net income of $2,662,995, interest earned on cash held in the Trust Account of $3,093,708, and changes in operating assets and liabilities used $29,642 of cash for operating activities.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

Off-Balance Sheet Arrangements and Contractual Obligations

We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of June 30, 2026. We do not have any long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities, other than an agreement to pay the Sponsor up to $30,000 per month for office space and administrative support services during the Completion Window.

We have entered into an Underwriting Agreement, a Registration Rights Agreement, and an Administrative Services and Indemnification Agreement, the key terms of which are summarized in the report.

Critical Accounting Estimates

We account for our ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” We also account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance.

We do not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.