Overview

The report provides an overview of a blank check company, formed in June 2024 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. The company has not engaged in any operations or generated any revenues to date, and its only activities have been organizational and preparing for its initial public offering (IPO).

Results of Operations

The company reported the following financial results:

• For the three months ended June 30, 2026, the company had a net income of $927,520, consisting of $1,048,125 in interest income offset by $120,605 in formation and operating costs.
• For the six months ended June 30, 2026, the company had a net income of $1,801,126, consisting of $2,084,106 in interest income offset by $282,980 in formation and operating costs.
• For the three months ended June 30, 2025, the company had a net loss of $62,889, consisting of $62,895 in formation and operating costs offset by $6 in interest income.
• For the six months ended June 30, 2025, the company had a net loss of $197,509, consisting of $108,750 in share-based compensation expense and $88,765 in formation and operating costs, offset by $6 in interest income.

Liquidity and Going Concern

The company completed its IPO on July 2, 2025, raising $100 million by selling 10 million units at $10 per unit. Simultaneously, the company sold 350,000 private placement units to the sponsor and underwriter for $3.5 million. An additional 1.5 million units were sold pursuant to the underwriters’ over-allotment option, raising an additional $15 million.

After the IPO and private placement, the company had $115 million in its trust account. The company incurred $6.7 million in expenses related to the offering.

As of June 30, 2026, the company had $119.4 million in its trust account, including $4.4 million in interest income. The company had $379,862 in cash outside the trust account as of that date.

The company plans to use the funds in the trust account to complete a business combination. If a business combination is not completed by the end of the combination period (currently April 2, 2027), the company will be required to liquidate. The company has determined that this liquidity condition raises substantial doubt about its ability to continue as a going concern.

Off-Balance Sheet Arrangements and Contractual Obligations

The company has no off-balance sheet arrangements. Its only significant contractual obligation is an agreement to pay $10,000 per month for office space, administrative, and support services until the earlier of the completion of a business combination or the company’s liquidation.

The company also has a deferred underwriting discount of 3.5% of the IPO gross proceeds, or $4.025 million, payable to the underwriters upon completion of a business combination.

Critical Accounting Estimates

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