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

For the three months ended June 30, 2026, we had a net loss of $7,622,938, which was primarily due to:

• General and administrative costs of $555,255
• A loss of $9,161,334 on the change in fair value of Private Placement Warrant derivative liabilities
• Interest income of $2,093,651 earned on cash and marketable securities held in our Trust Account

For the six months ended June 30, 2026, we had a net loss of $8,381,997, which was primarily due to:

• General and administrative costs of $728,147
• A loss of $9,498,443 on the change in fair value of Private Placement Warrant derivative liabilities
• The fair value of warrant liability in excess of purchase price of Private Placement Warrants of $714,753
• Transaction costs of $23,338 allocable to the Private Placement Warrant derivative liabilities
• Interest income of $2,582,684 earned on cash and marketable securities 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 to our Sponsor and the Underwriters. As of June 30, 2026, we had $232.6 million in cash and marketable securities held 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, with any remaining funds used as working capital for the target business. We may also take out “Working Capital Loans” from our Sponsor or affiliates to finance transaction costs, up to $2 million of which could be convertible into warrants.

We do not believe we will need to raise additional funds to meet our expenditures prior to the Business Combination. However, if our estimates are inaccurate, we may need to obtain additional financing to complete the transaction.

Contractual Obligations

Our key contractual obligations include:

• Paying our Sponsor and DEHC LLC $20,000 per month for administrative services, up to a total of $360,000
• Paying the Underwriters an underwriting discount of $4.6 million and a deferred fee of $9.2 million, contingent on completing the Business Combination
• Providing registration rights to the holders of Founder Shares, Private Placement Warrants, and any warrants issued from Working Capital Loans

Outlook

As a blank check company, our success will depend on our ability to identify and complete a value-enhancing Business Combination. We have not yet identified a specific target, but we are actively searching and evaluating potential opportunities. If we are unable to complete a transaction, we may be forced to liquidate and return funds to our shareholders. Overall, significant uncertainty remains around the timing and outcome of our acquisition plans.