Overview

We are a blank check company formed in May 2025 for the purpose of completing a merger, asset acquisition, share purchase, reorganization, or similar business combination with one or more target 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. We expect to continue incurring significant costs as we pursue our acquisition plans, but we cannot assure that we will be successful in completing a business combination.

Results of Operations

For the three months ended June 30, 2026, we had a net income of $1,290,205, which consisted of $2,031,398 in interest earned on cash and marketable securities held in our trust account, offset by $264,782 in general and administrative expenses and a $476,411 unrealized loss on marketable securities.

For the six months ended June 30, 2026, we had a net income of $2,753,271, which consisted of $3,556,209 in interest earned on cash and marketable securities, offset by $304,080 in general and administrative expenses and a $498,858 unrealized loss on marketable securities.

For the period from May 29, 2025 (inception) through June 30, 2025, we had a net loss of $21,895, which consisted of general and administrative costs.

Liquidity and Capital Resources

We completed our initial public offering on November 10, 2025, raising gross proceeds of $172,500,000. We also sold 545,000 private placement units for $5,450,000. As of June 30, 2026, we had $176,499,651 in cash and marketable securities held in the trust account and $726,504 in cash held outside the trust account.

We intend to use the funds in the trust account to complete our business combination, with any interest earned on the trust account used to pay taxes or as working capital. We may also obtain additional financing, either through debt or by issuing additional securities, to complete a business combination.

For the six months ended June 30, 2026, our net cash used in operating activities was $345,321. For the period from May 29, 2025 (inception) through June 30, 2025, our cash used in operating activities was $0.

Off-Balance Sheet Financing Arrangements and Contractual Obligations

We have no off-balance sheet financing arrangements as of June 30, 2026. Our only significant contractual obligation is an agreement to pay our sponsor $20,000 per month for office space and administrative services until the completion of our business combination.

Critical Accounting Policies

We account for our ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, classifying them as temporary equity. We also comply with the accounting and disclosure requirements of FASB ASC Topic 260 for earnings per share.

We adopted ASU 2023-07 on segment reporting on May 29, 2025, the date of our incorporation. Management does not believe any other recently issued accounting standards will have a material effect on our financial statements.