Overview

We are a blank check company formed in August 2025 with the purpose of merging with or acquiring a business, particularly in the biotechnology, healthcare, and technology sectors. As of June 30, 2026, we had no cash, a $509,685 due from related party balance, and a working capital deficit of $518,220. We have not yet engaged in any operations or generated any revenue, and our only activities have been organizational and preparing for our initial public offering (IPO).

Results of Operations and Known Trends or Future Events

For the three months ended June 30, 2026, we had net income of $842,829, consisting of $1,144,211 in income earned on cash and marketable securities held in our trust account, a $55,000 gain on the extinguishment of the over-allotment option liability, offset by $254,883 in formation, general and administrative expenses, $55,316 in legal and accounting expenses, $30,000 in administrative services fees, and $16,183 in insurance expense.

For the six months ended June 30, 2026, we had net income of $731,247. This included $1,244,853 in income earned on trust account assets, a $51,000 gain from the change in fair value of the over-allotment option liability, and a $55,000 gain on the extinguishment of the over-allotment option liability. These were offset by $490,853 in formation, general and administrative expenses, $76,565 in legal and accounting expenses, $33,871 in administrative services fees, and $18,317 in insurance expense.

Liquidity, Capital Resources and Going Concern

We completed our IPO on March 23, 2026, raising $130 million in gross proceeds. We also sold $4.25 million in private placement units. The net proceeds from the IPO and private placement were placed in a trust account.

Prior to the IPO, our Sponsor provided $25,000 to cover certain offering costs in exchange for founder shares, and a $300,000 promissory note to cover additional expenses. This promissory note was repaid in full upon completion of the IPO.

As of June 30, 2026, we had no cash and a working capital deficit of $518,220. We expect to incur significant costs as we pursue a business combination, which raises substantial doubt about our ability to continue as a going concern. Management plans to address this by issuing working capital loans and consummating an initial business combination, but there is no assurance these plans will be successful.

Related Party Transactions

Our Sponsor purchased 4,791,667 founder shares for $25,000 prior to the IPO. Up to 625,000 of these shares may be surrendered depending on the exercise of the underwriters’ over-allotment option, which was partially exercised.

The Sponsor also provided a $300,000 promissory note to cover pre-IPO expenses, which was repaid in full upon completion of the IPO.

We have a net $509,685 due from related party balance as of June 30, 2026, representing cash held in a bank account by the Sponsor, offset by amounts owed to the Sponsor and an affiliate.

We also have a $33,871 balance due to an affiliate of the Sponsor under an administrative services agreement to pay $10,000 per month for office space and support.

Contractual Obligations

We do not have any long-term debt, capital leases, or other long-term liabilities. Our only significant contractual obligation is the administrative services agreement with an affiliate of the Sponsor, which will continue until the completion of our initial business combination or our liquidation.

Critical Accounting Estimates

We have not identified any critical accounting estimates as of June 30, 2026.