Overview

The report provides an overview of a blank check company, formed in the Cayman Islands on April 1, 2026, with the purpose of identifying and completing a business combination with one or more target companies. The company has not yet selected a business combination target and has not initiated any substantive discussions with potential targets. The company intends to focus its efforts on North American and European businesses in disruptive growth sectors, where the management team believes their expertise will provide a competitive advantage.

Results of Operations

The company has not engaged in any operations or generated any revenues to date. Its activities have been limited to organizational tasks, preparing for the initial public offering (IPO), and identifying a potential business combination target. The company expects to incur significant costs in pursuing its acquisition plans but cannot assure that its plans to complete a business combination will be successful.

For the period from April 1, 2026 (inception) through June 30, 2026, the company had a net loss of $2,078,048, which consisted of formation, general, and administrative costs of $62,298 and share-based compensation expense of $2,015,750.

Liquidity and Capital Resources

Until the consummation of the IPO, the company’s only source of liquidity was an initial purchase of Class B ordinary shares by the Sponsor and loans from the Sponsor.

As of June 30, 2026, the company had no cash and a working capital deficit of $527,974. Cash used in operating activities for the period from April 1, 2026 (inception) through June 30, 2026, was $0.

Subsequent to the quarterly period, on July 8, 2026, the company consummated the IPO of 34,500,000 Units, including the full exercise of the underwriters’ over-allotment option, at $10.00 per Unit, generating gross proceeds of $345,000,000. Simultaneously, the company consummated the sale of 8,500,000 Private Placement Warrants at $1.00 per warrant, generating gross proceeds of $8,500,000.

Following the closing of the IPO, $345,000,000 from the net proceeds was placed in the Trust Account. The company incurred total transaction costs of $21,364,856, consisting of $6,000,000 of cash underwriting fees, $14,700,000 of deferred underwriting fees, and $664,856 of other offering costs.

The company intends to use substantially all of the funds held in the Trust Account to complete its business combination. The remaining funds held outside the Trust Account will be used for identifying and evaluating target businesses, performing due diligence, and structuring, negotiating, and completing a business combination.

The company does not believe it will need to raise additional funds to meet the expenditures required for operating its business. However, if the actual costs are higher than expected, the company may need to obtain additional financing to complete the business combination or due to redemption obligations.

Off-Balance Sheet Arrangements and Contractual Obligations

The company has no off-balance sheet arrangements as of June 30, 2026.

The company has the following contractual obligations:

1. Administrative Services and Indemnification Agreement: The company has agreed to pay the Sponsor $5,000 per month for reimbursement of office space, utilities, and administrative support, commencing on July 6, 2026. The company also agreed to indemnify the Sponsor and certain other parties for any claims, losses, or liabilities arising out of the company’s operations or the IPO.

2. Service Agreement: The company entered into an advisory services agreement with MJP Advisory Group, LLC, an affiliate of the Chief Executive Officer, to provide advisory services related to the company’s search for and consummation of an initial business combination. The company will pay $18,000 per month to MJP, starting on July 6, 2026, and a final payment of $600,000 less any prior monthly payments upon the closing of the initial business combination or liquidation.

3. Underwriting Agreement: The underwriters of the IPO have a 45-day option to purchase up to an additional 4,500,000 units to cover over-allotments, if any. The underwriters were paid a cash underwriting discount of $6,000,000 upon the closing of the IPO and are entitled to a deferred underwriting discount of $14,700,000 upon the 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 be disclosed.