Overview

We are a blank check company formed in July 2024 for the purpose of completing a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. We have not engaged in any operations or generated any revenue to date, and our only activities have been organizational and preparing for our initial public offering (IPO).

Results of Operations

For the three and six months ended June 30, 2026, we had net income of $1,719,302 and $3,527,862 respectively. This was primarily due to investment income earned on the cash held in our trust account, partially offset by formation and operating expenses. We do not expect to generate any operating revenue until after completing our initial business combination.

Going Concern Consideration

As of June 30, 2026, we had $477 in cash and $179,443 in working capital. We anticipate that the cash held outside of the trust account will not be sufficient to allow us to operate for the next 12 months. Additionally, we have until May 16, 2027 to complete a business combination, and we do not have an approved plan in place to extend this deadline. This raises substantial doubt about our ability to continue as a going concern.

Liquidity and Capital Resources

Prior to our IPO, our liquidity needs were satisfied through a $25,000 contribution from our sponsor and a $300,000 loan. On May 16, 2025, we completed our IPO, raising $241.5 million. Simultaneously, we completed a private placement of warrants for $3.8 million.

As of June 30, 2026, we had $252.4 million in our trust account, which we intend to use to complete our initial business combination. We had $477 in cash outside the trust account, which we plan to use for identifying and evaluating target businesses, due diligence, and transaction costs.

To fund any working capital deficiencies or transaction costs, our sponsor or affiliates may provide us with Working Capital Loans of up to $1.5 million per person, which could be converted into Class A ordinary shares.

Off-Balance Sheet Arrangements and Contractual Obligations

We have no off-balance sheet arrangements as of June 30, 2026. Our only significant contractual obligation is the deferred underwriting fee of up to $8.5 million, payable upon completion of a business combination.

Critical Accounting Estimates

Our critical accounting estimates as of June 30, 2026 include the fair value of our public and private warrants, and the fair value of shares transferred to our directors.

In summary, we are a blank check company that has not yet completed a business combination. We have sufficient funds in our trust account to pursue a transaction, but face challenges in extending our business combination deadline and maintaining sufficient working capital in the near term. Our financial performance to date has been driven by investment income, and we will need to carefully manage our resources to successfully identify and complete an initial business combination.