Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

​

Liquidity and Capital Resources

On February 20, 2026, we consummated the Initial Public Offering of 15,000,000 units at $10.00 per Public Units, generating gross proceeds of $150,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 500,000 Private Placement Units to the Sponsor and underwriters, at a price of $10.00 per unit, generating gross proceeds of $5,000,000 in a private placement. On February 25, 2026, the Company consummated the closing of an additional 1,450,000 Units in connection with a partial exercise of the underwriters' over-allotment option, generating gross proceeds of $14,500,000.

For the nine months ended September 30, 2026, cash used in operating activities was $642,779. Net income of $1,349,209 was affected by operating costs applied to prepaid contributed by sponsor through promissory note of $479, payment of operation costs through promissory note of $13,347, stock based compensation expense of $1,451,125, change in fair value of over-allotment liability of $49,800 and interest earned on marketable securities held in the Trust Account of $3,613,386. Changes in operating assets and liabilities provided $206,247 of cash for operating activities.

For the period from August 19, 2025 (inception) through September 30, 2025, there was no cash used in operating activities. Net loss of $7,951 was affected by payment of operation costs through promissory note of $2,180. Changes in operating assets and liabilities provided $5,771 of cash for operating activities.

As of September 30, 2026, we had marketable securities held in the Trust Account of $168,113,386 (including approximately $3,613,386 of interest income) invested in the JPMorgan 100% U.S. Treasury Securities Money Market Fund, a money market fund meeting certain conditions under Rule 2a-7 under the Investment Company Act which invests only in direct U.S. government treasury obligations. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2026, we had cash of $1,007,718. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. If the Sponsor makes any Working Capital Loans, such loans may be convertible into private placement-equivalent units of the post-Business Combination entity at a price of $10.00 per unit ("Working Capital Units"), with each unit comprised of one Class A ordinary shares ("Working Capital Share") and one-half of one warrant to purchase one Class A ordinary share at an exercise price of $11.50 per share ("Working Capital Warrant").

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

​

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than us agreeing to reimburse the managing member of the Sponsor in an amount equal to $10,000 per month for office space, secretarial and administrative support. Upon completion of the Initial Business Combination or the Company's liquidation, we will cease paying these monthly fees.

The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $3,000,000 in the aggregate, which was paid at the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit, or $6,000,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement. As a result of the partial exercise of the over-allotment option on February 25, 2026, the underwriters were paid an additional cash underwriting discount of $290,000, for an aggregate cash underwriting discount of $3,290,000, and we recorded an additional $580,000 in connection with the deferred underwriting fee, for an aggregate deferred underwriting fee of $6,580,000 payable in the case of a Business Combination.

In addition, as of September 30, 2026, we had $250,000 of deferred legal fees payable to our legal counsel, the payment of which has been deferred until the consummation of our initial Business Combination. These fees are not contingent upon the consummation of a Business Combination and are presented as a non-current liability in our condensed balance sheets.

Critical Accounting Estimates and Policies

We have identified the following as our critical accounting estimates and policies. See our unaudited condensed financial statements and notes thereto included elsewhere in this Report for additional information regarding these critical accounting estimates and policies, and other significant accounting policies.

Use of Estimates

The preparation of the condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our condensed financial statements and notes thereto included elsewhere in this Report could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. Using valuations, the Company estimated the fair value of the Over-allotment Option and the Public Warrants as of the Initial Public Offering. Other than the estimate values of the Over-allotment Option and the Public Warrants, we did not have any other critical accounting estimates as of September 30, 2026.

Class A Ordinary Shares Subject to Possible Redemption

We account for our Class A ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' deficit section of our condensed balance sheets.

Net Income Per Ordinary Share

We apply the two-class method in calculating earnings per share. We have two classes of ordinary shares: Class A ordinary shares (which include both the Class A ordinary shares subject to possible redemption and the Private Placement Shares) and Class B ordinary shares. Net income is allocated between the Class A and Class B ordinary shares in proportion to the weighted average number of ordinary shares of each class outstanding for the period, as the two classes share equally in the Company's income. The net income per

​

ordinary share is calculated by dividing the net income allocated to each class by the weighted average number of ordinary shares of that class outstanding for the period. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from net income per ordinary share as the redemption value approximates fair value.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.