Press release·08/25/2026 12:31:06

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 liquidity was an initial purchase of Class B ordinary shares by our sponsor and loans from the 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 of 17,250,000 units at $10 per unit, raising gross proceeds of $172.5 million. Simultaneously, we sold 4,500,000 private placement warrants at $1 per warrant to our sponsor and Clear Street LLC, generating an additional $4.5 million.

After the IPO and warrant sale, a total of $172.5 million was placed in a trust account. We incurred $10.8 million in transaction costs, including $2.25 million in cash underwriting fees, $7.35 million in deferred underwriting fees, and $1.16 million in other offering costs.

We intend to use the funds in the trust account, along with any debt or equity financing, to complete a business combination. Until then, we expect to generate non-operating income in the form of interest on the trust account investments.

Going Concern and Outlook

Our management has determined that we lack the liquidity to sustain operations for a reasonable period of time, which raises substantial doubt about our ability to continue as a going concern. We will need to complete a business combination within our 24-month completion window to avoid mandatory liquidation.

There is no assurance our plans to complete a business combination will be successful within the required timeframe. If we are unable to do so, we will be required to wind up, dissolve, and liquidate.

Key Strengths and Weaknesses

Strengths:

• Completed successful IPO, raising $172.5 million in trust account
• Secured additional $4.5 million through private placement warrants
• Experienced management team with expertise in identifying and evaluating acquisition targets

Weaknesses:

• No operating history or revenue generation to date
• Tight 24-month timeline to complete a business combination
• Substantial costs and uncertainty involved in identifying and executing a deal

Conclusion

As a newly formed blank check company, we face significant challenges in identifying and completing a successful business combination within our limited timeframe. While we have raised substantial capital through our IPO and private placement, our lack of operating history and the inherent risks of the blank check model create uncertainty about our long-term prospects. Ultimately, our ability to generate shareholder value will depend on our management team’s skill in finding and executing an attractive acquisition target.