Press release·08/14/2026 23:21:49

Overview

The report provides an overview of a blank check company, formed in the Cayman Islands on September 9, 2024, with the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. The company intends to use the cash derived from its initial public offering (IPO) and the sale of private placement units to complete the business combination.

Recent Developments

The company’s board of directors appointed Derek Rush as a member of the board and to the audit committee on July 2, 2026.

Results of Operations

The company has not engaged in any operations or generated any revenues to date. Its activities have been limited to organizational activities, preparing for the IPO, and identifying a target company for a business combination. The company generates non-operating income in the form of interest income on cash held in the Trust Account and incurs expenses as a public company and for due diligence.

For the three months ended June 30, 2026, the company had net income of $3,993,543, which consists of interest income on cash held in the Trust Account of $4,338,720 and interest earned on the operating account of $9,966, offset by general and administrative costs of $355,143.

For the six months ended June 30, 2026, the company had net income of $7,879,988, which consists of interest income on cash held in the Trust Account of $8,641,405 and interest earned on the operating account of $21,576, offset by general and administrative costs of $782,993.

For the three and six months ended June 30, 2025, the company had net losses of $48,603 and $49,377, respectively, which consisted of general and administrative costs.

Liquidity, Capital Resources and Going Concern

On July 3, 2025, the company consummated its IPO of 46,000,000 Units, generating gross proceeds of $460,000,000. Simultaneously, the company consummated the sale of 400,000 Sponsor Private Placement Units and 387,857 Underwriter Private Placement Units, generating total proceeds of $7,878,570.

As of June 30, 2026, the company had cash held in the Trust Account of $477,159,386 (including approximately $17,159,386 of interest income) and cash and cash equivalents of $1,112,509. The company intends to use the funds held in the Trust Account to complete its business combination.

The company may withdraw interest from the Trust Account to pay taxes, if any. The company expects the interest income earned on the amount in the Trust Account will be sufficient to pay its taxes and to fund permitted withdrawals.

The company believes it has sufficient funds to meet its working capital needs through the mandatory liquidation date. However, management has concluded that substantial doubt exists about the company’s ability to continue as a going concern due to the requirement to complete a business combination or obtain an extension by July 3, 2027.

Off-Balance Sheet Arrangements and Contractual Obligations

The company has no off-balance sheet arrangements. Its only significant contractual obligation is an agreement with the Sponsor or an affiliate to pay a monthly fee of $40,000 for office space, utilities, secretarial support, and administrative support, which will terminate upon completion of a business combination or the distribution of the Trust Account to the public shareholders.

The company also has a contractual obligation to pay the underwriter a deferred fee of $0.35 per Unit, or $16,100,000 in the aggregate, upon the closing of a business combination, subject to certain terms.

Critical Accounting Estimates and Recent Accounting Standards

As of June 30, 2026, the company did not have any critical accounting estimates to be disclosed. Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on the company’s unaudited condensed financial statements.