Overview

We are a blank check company formed in March 2025 for the purpose of completing a merger, asset acquisition, share exchange, or similar business combination with one or more businesses. As of June 30, 2026, we have not yet identified a target business to acquire.

Results of Operations and Known Trends or Future Events

Since our inception, we have not engaged in any business operations or generated any revenue. Our only activities have been organizational tasks and preparing for our initial public offering (IPO), which closed on August 13, 2025.

For the three months ended June 30, 2026, we had net income of $899,136, primarily from $1,528,089 in interest income on the cash and securities held in our trust account, offset by $588,127 in general and administrative expenses, $21,250 in listing fees, $16,829 in insurance expenses, and $2,747 in subscription expenses.

For the six months ended June 30, 2026, we had net income of $2,185,631, comprised of $3,048,031 in interest income, offset by $781,883 in general and administrative expenses, $42,033 in listing fees, $33,473 in insurance expenses, and $5,011 in subscription expenses.

In comparison, for the three months ended June 30, 2025, we had a net loss of $54,820 from formation and general and administrative expenses. For the period from March 27, 2025 (inception) through June 30, 2025, we had a net loss of $63,421 from similar expenses.

Liquidity and Capital Resources

As of June 30, 2026, we had $1,027,588 in cash and $178,185,780 held in our trust account. Our liquidity needs prior to the IPO were satisfied through a $25,000 payment from our sponsor in exchange for founder shares, as well as up to $185,000 in loans from our sponsor.

The net proceeds from the IPO, including the over-allotment option, totaled $172,500,000, which was deposited into the trust account. We also raised $4,650,000 from the private placement of 465,000 units to our sponsor, the underwriters, and Brookline Capital Markets.

We expect to incur significant costs as we search for a target business to acquire, including legal, accounting, and other expenses. We may need to obtain additional financing to complete an acquisition, either through the issuance of debt or equity. We do not believe we will need to raise additional funds prior to a business combination, but if our estimates of the costs are lower than actual, we may need to seek loans from our sponsor or other third parties.

Related Party Transactions

Our sponsor, McKinley Partners LLC, purchased 6,543,103 founder shares for $25,000 prior to the IPO. They also committed to purchase 420,000 private placement units for $4,200,000. The underwriters, Clear Street, and Brookline Capital Markets also purchased private placement units.

We have agreed to pay our sponsor a monthly fee of $10,000 for technology, administrative, and other support services. Our audit committee will review all payments to related parties on a quarterly basis.

Our sponsor or its affiliates may loan us funds as needed to cover transaction costs for a business combination, up to $1,500,000 of which may be convertible into private placement units.

Critical Accounting Estimates

We have identified several critical accounting estimates as of June 30, 2026, including:

• Over-allotment option liability, valued using a Black-Scholes model
• Public rights, valued using a market comparable analysis
• Interests in founder shares, valued by discounting the common stock price
• Bonus shares, valued using a Monte Carlo simulation

These estimates involve assumptions about factors such as volatility, risk-free rates, and probabilities of successful business combinations that could materially impact our financial statements.

In summary, as a blank check company, we have not yet generated any revenue or engaged in business operations. Our financial performance has been driven by interest income on our trust account and expenses related to being a public company and searching for a target acquisition. We have sufficient liquidity from our IPO proceeds to fund our operations, but may need additional financing to complete a business combination.