Overview

We are a blank check company formed in November 2025 for the purpose of completing a merger, 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. Our only activities have been organizational and preparing for our initial public offering (IPO), which we completed on July 10, 2026.

Financial Performance

For the three months ended June 30, 2026, we had a net loss of $25,650, which consisted entirely of general and administrative costs. For the six months ended June 30, 2026, our net loss was $72,125, also due to general and administrative expenses.

Prior to our IPO, our only source of funding was a loan from our sponsor. As of June 30, 2026, we had no cash and a working capital deficit of $728,105.

IPO and Financing

On July 10, 2026, we completed our IPO, selling 17,250,000 units at $10 per unit and raising gross proceeds of $172.5 million. Simultaneously, we sold 4,500,000 private placement warrants to our sponsor and an affiliate at $1 per warrant, generating an additional $4.5 million.

After transaction costs, the net proceeds were $161.7 million, which we have deposited into a trust account. We intend to use these funds, along with any interest earned, to complete a business combination within 24 months of the IPO. If we are unable to do so, we will be required to liquidate.

Outlook and Risks

We expect to continue incurring significant costs as we search for a suitable business combination target. There is no assurance we will be able to complete a deal within the 24-month timeframe, which raises substantial doubt about our ability to continue as a going concern.

Our management has determined that the potential mandatory liquidation if a business combination is not achieved also raises substantial doubt about our ability to continue as a going concern. We will need to secure additional financing, likely from our sponsor, in order to sustain operations until a deal can be completed.

Overall, we face significant uncertainty and risks in our efforts to identify and execute a successful business combination within the required timeframe. Our ability to continue as a going concern will depend on our success in this endeavor.