Press release·08/15/2026 00:20:40

Overview

The company is a blank check company formed in 2025 for the purpose of completing a merger, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses. The company has not engaged in any operations or generated any revenue to date, and its only activities have been organizational and preparing for its initial public offering (IPO). The company expects to continue incurring significant costs in pursuit of a business combination, but cannot assure that its plans will be successful.

Results of Operations

For the three months ended June 30, 2026, the company had net income of $3,018,713, which consisted of $3,121,743 in interest earned on investments held in the trust account, offset by $85,877 in general and administrative costs and $17,153 in share-based compensation expense.

For the six months ended June 30, 2026, the company had net income of $5,912,343, which consisted of $6,195,828 in interest earned on investments held in the trust account, offset by $266,332 in general and administrative costs and $17,153 in share-based compensation expense.

For the period from June 5, 2025 (inception) through June 30, 2025, the company had a net loss of $45,258, which consisted of general and administrative costs.

The company does not expect to generate any operating revenue until after completing a business combination.

Factors That May Adversely Affect Results of Operations

The company’s results of operations and ability to complete a business combination could be adversely affected by various factors, including:

• Downturns in financial markets or economic conditions
• Increases in oil prices, inflation, interest rates, or tariffs
• Supply chain disruptions
• Declines in consumer confidence and spending
• Public health considerations
• Geopolitical instability

The company cannot predict the likelihood, duration, or magnitude of these potential negative impacts.

Liquidity, Capital Resources and Going Concern

The company’s only source of liquidity prior to its IPO was an initial purchase of Class B ordinary shares by the sponsor, advances from related parties, and loans from the sponsor.

On August 28, 2025, the company completed its IPO of 34,500,000 units at $10 per unit, raising gross proceeds of $345 million. Simultaneously, the company sold 5,333,333 private placement warrants at $1.50 per warrant, raising an additional $8 million.

The net proceeds from the IPO and private placement are being held in a trust account and used to fund the company’s search for a business combination target. As of June 30, 2026, the company had $355.8 million invested in the trust account and $706,889 in cash outside the trust account.

The company may withdraw interest from the trust account to pay taxes, if any. It intends to use the trust account funds, along with debt or equity financing, to complete a business combination.

The company’s management has determined that the company’s projected liquidity condition raises substantial doubt about its ability to continue as a going concern. The company intends to address this through working capital loans from the sponsor and by completing a business combination, but there is no assurance these plans will be successful.

Off-Balance Sheet Arrangements and Contractual Obligations

The company has no off-balance sheet arrangements as of June 30, 2026. The only significant contractual obligation is the $16.425 million in deferred underwriting fees payable upon completion of the company’s initial business combination.

Critical Accounting Estimates

As of June 30, 2026, the company did not have any critical accounting estimates to disclose.