Summary and Analysis of Key Points

Overview

• The company is a blank check company formed in 2024 for the purpose of completing a business combination with one or more businesses or entities.
• The company expects to continue incurring significant costs in pursuing its acquisition plans, but cannot assure shareholders that its plans to complete a business combination will be successful.
• The company may seek to extend the combination period by amending its memorandum and articles of association, which would require shareholder approval and could decrease the amount held in the trust account.

Results of Operations

• The company has not engaged in any operations or generated any revenues to date. Its activities have been limited to organizational and identification of potential target companies.
• For the three and six months ended June 30, 2026, the company had net income of $384,061 and $774,623 respectively, primarily from interest earned on marketable securities held in the trust account.
• For the three and six months ended June 30, 2025, the company had net losses of $115,827 and $120,420 respectively, due to general and administrative expenses.

Factors That May Adversely Affect Results

• The company’s results and ability to complete a business combination could be adversely impacted by economic uncertainty, market volatility, inflation, interest rate changes, supply chain disruptions, and geopolitical instability.

Liquidity, Capital Resources and Going Concern

• The company completed its initial public offering in July 2025, raising $60 million in gross proceeds, plus an additional $9 million from the exercise of the underwriters’ over-allotment option.
• The company also raised $3.55 million in a private placement of units to its sponsor.
• As of June 30, 2026, the company had $72.3 million in marketable securities held in the trust account and $681,322 in cash.
• The company intends to use the funds in the trust account to complete its business combination.
• The company’s management has determined that the company currently lacks the liquidity needed to sustain operations for at least one year, raising substantial doubt about its ability to continue as a going concern. The company plans to consummate a business combination prior to the end of the combination period.

Other Disclosures

• The company does not have any off-balance sheet arrangements or long-term contractual obligations.
• The company’s ordinary shares subject to possible redemption are classified as temporary equity outside of permanent equity.
• The company adopted ASU 2023-07 on segment reporting, which had no material impact on its financial statements.

Outlook The company faces significant uncertainty in its ability to complete a successful business combination within the combination period. Its results of operations and financial condition could be adversely impacted by various economic and market factors beyond its control. Successful completion of a business combination is critical to the company’s ability to continue as a going concern.