Overview

We are a blank check company formed in December 2025 for the purpose of merging with or acquiring a business (the “Business Combination”). We have not engaged in any operations or generated any revenue yet, and our only activities so far have been organizational and preparing for our initial public offering (IPO). We expect to continue incurring significant costs as we pursue our acquisition plans, but we cannot guarantee that we will be successful in completing a Business Combination.

Business Combination Agreement

On July 21, 2026, we entered into a Business Combination agreement with Merger Sub I, Merger Sub II, Nth Cycle, Inc., and our Sponsor. The agreement outlines a two-step merger process where Merger Sub I will first merge with Nth Cycle, and then Nth Cycle will merge into Merger Sub II. Upon completion of these mergers, we will change our name to “Nth Cycle Holdings, Inc.” and our common stock is expected to trade on the New York Stock Exchange under the symbol “NTH.”

Results of Operations

We have not generated any revenue to date. Our net losses for the three and six months ended June 30, 2026 were $7.6 million and $8.4 million, respectively. These losses were primarily due to general and administrative costs, losses on the change in fair value of warrant liabilities, and transaction costs, offset by interest income earned on the funds held in our trust account.

Liquidity and Capital Resources

We completed our IPO on March 5, 2026, raising $230 million in gross proceeds. We also sold $7.3 million in private placement warrants. As of June 30, 2026, we had $232.6 million in our trust account and $1.9 million in cash outside the trust account.

We intend to use the funds in the trust account to complete our Business Combination. We may also need to obtain additional financing, either to complete the Business Combination or if we are required to redeem a significant number of our public shares. The Sponsor or our directors and officers may provide working capital loans of up to $2 million, which could be convertible into warrants.

Contractual Obligations

Our main contractual obligations are:

• $20,000 per month to the Sponsor and DEHC LLC for administrative services, up to a maximum of $360,000
• $4.6 million in cash underwriting fees and $9.2 million in deferred underwriting fees to the Underwriters, payable upon completion of the Business Combination

We do not have any long-term debt, capital leases, or other long-term liabilities.

Critical Accounting Estimates

The main critical accounting estimate is the fair value of our public and private placement warrants, which we determine with the assistance of a third-party valuation expert on a quarterly and annual basis. Other than the warrants, we did not have any other critical accounting estimates as of June 30, 2026.

In summary, we are a newly formed blank check company that has not yet completed a Business Combination. We raised significant capital through our IPO and private placement, which we intend to use to identify and merge with a target company. While we have incurred losses so far, we believe we are well-positioned financially to pursue our acquisition plans, though we cannot guarantee success. Our focus now is on identifying and evaluating potential target businesses to merge with.