Overview

We are a blank check company, also known as a special purpose acquisition company (SPAC), that was incorporated in the Cayman Islands on May 29, 2025. Our purpose is to identify and merge with a target business through a business combination. We intend to use the proceeds from our initial public offering and private placement to fund this business combination.

Results of Operations

Since our inception, we have not engaged in any operations or generated any revenue. Our activities have been limited to organizational tasks and preparing for our initial public offering. We expect to continue incurring significant costs as we search for a suitable business to acquire, but we cannot guarantee that we will be successful in completing a business combination.

For the three months ended June 30, 2026, we had a net income of $1,290,205, which consisted of $2,031,398 in interest earned on the cash and marketable securities held in our trust account, offset by $264,782 in general and administrative expenses and a $476,411 unrealized loss on the marketable securities.

For the six months ended June 30, 2026, we had a net income of $2,753,271, which consisted of $3,556,209 in interest earned on the trust account, offset by $304,080 in general and administrative expenses and a $498,858 unrealized loss on the marketable securities.

For the period from May 29, 2025 (inception) through June 30, 2025, we had a net loss of $21,895, which was due to general and administrative costs.

Liquidity and Capital Resources

On November 10, 2025, we completed our initial public offering of 17,250,000 units at $10.00 per unit, raising gross proceeds of $172,500,000. We also sold 545,000 private placement units to our sponsor and the underwriters for $5,450,000.

As of June 30, 2026, we had $176,499,651 in cash and marketable securities held in the trust account, including approximately $3,057,351 in net investment income. We intend to use these funds to complete our business combination, with any remaining amounts used as working capital for the target business.

We had $726,504 in cash held outside the trust account as of June 30, 2026, which we plan to use for identifying and evaluating potential target businesses, due diligence, and other transaction costs.

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 incorrect, we may need to obtain additional financing, either by issuing debt or equity securities.

Off-Balance Sheet Financing and Contractual Obligations

We have no off-balance sheet financing arrangements as of June 30, 2026. Our only significant contractual obligation is an agreement with our sponsor to pay $20,000 per month for office space and administrative services until the completion of our business combination.

The underwriters of our initial public offering are entitled to a cash underwriting discount of $0.20 per unit, or $3,450,000 in total, of which $0.10 per unit was paid in cash at the closing and $0.10 per unit was used by the underwriters to purchase private placement units.

Critical Accounting Policies

We account for our ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Our ordinary shares feature redemption rights that are considered to be outside of our control, so they are classified as temporary equity.

We comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share,” and present net income (loss) per ordinary share for our two classes of shares, Class A and Class B.

We adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” on May 29, 2025, the date of our incorporation. This standard requires additional disclosures related to our reportable segments.

Outlook

As a blank check company, our success will depend on our ability to identify and complete a suitable business combination. We continue to actively search for a target business, but we cannot guarantee that we will be successful. If we are unable to complete a business combination, we may be forced to liquidate and return the funds in our trust account to our public shareholders.