Overview

We are a blank check company formed in the Cayman Islands on August 1, 2025 for the purpose of merging with, acquiring, or engaging in a similar business combination with one or more businesses. We intend to use the proceeds from our Initial Public Offering (IPO) and private placements to identify and complete a business combination.

We have not engaged in any operations or generated any revenue to date. Our activities have been limited to organizational tasks and preparing for the IPO. We expect to continue incurring significant costs as we pursue our initial business combination plans, but we cannot guarantee that we will be successful in raising capital or completing a transaction.

Results of Operations

For the six months ended June 30, 2026, we had a net income of $208,319, which consisted of operating costs and interest income on cash held in the trust account. For the three months ended June 30, 2026, we had a net income of $268,384, also from operating costs and interest income.

We do not expect to generate any operating revenue until after completing our initial business combination. We anticipate increased expenses as a public company, including for legal, financial reporting, accounting, and auditing compliance, as well as due diligence costs related to a business combination.

Liquidity and Capital Resources

On June 2, 2026, our registration statement for the IPO was declared effective. On June 4, 2026, we completed the IPO of 12,500,000 units at $10.00 per unit, generating gross proceeds of $125,000,000. An additional 1,875,000 units were sold on June 5, 2026 pursuant to the underwriter’s over-allotment option, generating an additional $18,750,000 in gross proceeds.

Simultaneously with the IPO, we completed a private placement of 262,500 units and 590,625 ordinary shares to our sponsor, generating $2,625,000 in gross proceeds.

After the IPO and private placement, $143,750,000 in net proceeds were deposited into a trust account, which will be used solely to fund the business combination. As of June 30, 2026, we had $302,745 in cash on our balance sheet and a working capital surplus of $418,068.

We intend to use the funds outside the trust account to identify and evaluate potential acquisition targets, conduct due diligence, and negotiate and complete a business combination. The interest income earned on the trust account investments is unavailable to fund our operating expenses.

To finance transaction costs for a business combination, our sponsor or affiliates may provide working capital loans of up to $1,500,000, which could be convertible into shares or warrants. As of June 30, 2026, no such loans have been drawn.

Settlement Agreement

We entered into a Settlement Agreement to resolve a pending arbitration and related proceedings. This agreement became effective upon the closing of the IPO on June 4, 2026. We do not expect any liabilities from this agreement to be payable from the trust account, other than the deferred underwriting commissions.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as of June 30, 2026.

Critical Accounting Estimates

As of June 30, 2026 and December 31, 2025, we did not have any critical accounting estimates to disclose.