Press release·08/13/2026 17:30:47

Overview

We are a blank check company, incorporated on July 26, 2024 as a Cayman Islands exempted company, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We intend to use the cash from the proceeds of the IPO and the sale of the private units, our common equity or any preferred equity, debt, or a combination of these to effectuate our initial business combination.

The issuance of additional ordinary shares or the creation of one or more classes of preference shares during our initial business combination could significantly dilute the equity interest of investors in the IPO, subordinate the rights of holders of ordinary shares, cause a change in control, and adversely affect prevailing market prices for our public shares. Similarly, the issuance of debt securities or incurring significant indebtedness could result in default, acceleration of obligations, inability to obtain additional financing, and other disadvantages compared to our competitors.

As of June 30, 2026 and December 31, 2025, we had $2,469,590 and $3,108,288 in cash and cash equivalents, respectively, and working capital of $1,705,532 and $2,973,730 respectively. We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. Our plans to raise capital and to consummate our initial business combination may not be successful, which raises substantial doubt about our ability to continue as a going concern.

Results of Operations and Known Trends or Future Events

We have not engaged in any operations or generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the IPO that closed on August 28, 2025. Following the IPO, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest and dividend income on the assets held in the Trust Account.

For the three months ended June 30, 2026, we had net income of $1,509,367, comprised of $2,111,206 of interest income on the Trust Account and $21,835 of interest income on money market mutual funds, offset by $583,725 of general, formation, and administrative expenses, $18,699 of insurance expense and $21,250 of listing fees.

For the six months ended June 30, 2026, we had net income of $2,852,544, comprised of $4,157,934 of interest income on the Trust Account and $47,310 of interest income on money market mutual funds, offset by $1,273,475 of general, formation, and administrative expenses, $37,192 of insurance expense and $42,033 of listing fees.

For the three and six months ended June 30, 2025, we had net losses of $60,675 and $92,262, respectively, comprised of general, formation, and administrative expenses.

Liquidity and Capital Resources

Our liquidity needs have been satisfied prior to the IPO through $25,000 paid by the Sponsor for founder shares and $270,394 in borrowings under an unsecured promissory note from the Sponsor, which was repaid in full at the closing of the IPO. Following the IPO, our liquidity needs have been satisfied from the cash held outside our Trust Account.

On August 28, 2025, we consummated the IPO of 23,000,000 Units, including the full exercise of the underwriters’ over-allotment option, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously, we consummated the sale of 891,250 Private Units at $10.00 per Private Unit, generating gross proceeds of $8,912,500.

Transaction costs amounted to $14,245,395, consisting of $4,600,000 of cash underwriting fee, up to $9,200,000 of deferred underwriting fee, and $445,395 of other offering costs.

The net proceeds of the IPO and the sale of the Private Units, not held in the Trust Account, will be used to fund our operations for at least the next 24 months, including approximately $400,000 for legal, accounting and other third-party expenses, $150,000 for SEC filing and other legal and accounting fees, $720,000 for company administration, $250,000 for directors and officers insurance, and $1,368,324 for working capital.

As of June 30, 2026 and December 31, 2025, we had $2,469,590 and $3,108,288 in cash and cash equivalents, respectively, and working capital of $1,705,532 and $2,973,730 respectively. We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans, which raises substantial doubt about our ability to continue as a going concern.

Related Party Transactions

We have entered into various related party transactions, including:

• Founder Shares: Our Sponsor made capital contributions of $25,000 for 5,750,000 Class B ordinary shares, which were subsequently increased to 7,666,667 shares. We also transferred 100,000 founder shares to our directors.
• Promissory Note: The Sponsor provided a $300,000 non-interest bearing, unsecured promissory note, of which we borrowed $270,394, which was repaid in full at the closing of the IPO.
• Administrative Services Agreement: We pay the Sponsor $30,000 per month for company administration, office space, utilities, and secretarial and administrative support.
• Consulting Agreements: We have consulting agreements with Ryan Gentry and Vikas Mittal, entitling them to monthly fees of $12,500 and $17,500, respectively.
• Consulting Services Agreement: We have a consulting services agreement with Samara Capital Advisors, LLC, a related party, to provide financial analysis, accounting, SEC reporting, and other support.
• Working Capital Loans: The Sponsor or its affiliates may provide working capital loans of up to $1,500,000, which may be convertible into units of the post-business combination entity.

Contractual Obligations

Our key contractual obligations include the Administrative Services Agreement with the Sponsor and the Underwriting Agreement with the IPO underwriter, which includes a deferred underwriting discount of 4.00% of the gross proceeds of the IPO, payable upon completion of a business combination.

Critical Accounting Estimates

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

Recent Accounting Standards

Refer to Note 2 – Significant Accounting Policies in the Notes to the Financial Statements for information on recent accounting standards.