Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition And Results of Operations

Overview

We are a blank check company incorporated in the Cayman Islands and formed for the purpose of effecting a Business Combination. We have not selected any specific Business Combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with us.

We completed our IPO on October 6, 2025, raising gross proceeds of $138,000,000. We placed $138,000,000 of the proceeds into the Trust Account, where it has been invested in U.S. government treasury obligations or money market funds meeting the conditions of Rule 2a-7 under the Investment Company Act. We had no operating revenues for the period from May 13, 2025 (inception) through December 31, 2025. Our activities during this period included formation of the Company, preparation for and completion of the IPO, and initial activities related to identifying and evaluating potential Business Combination targets.

Results of Operations

For the period from May 13, 2025 (inception) through December 31, 2025, we had net income of $1,097,990. This was comprised of:

General and administrative expenses consisted primarily of legal and professional fees (including legal fees of $42,544, audit fees of $50,000, banking fees of $20,000), administrative charges to our Sponsor ($30,000), NYSE filing fees, transfer agent costs, and other general and administrative costs.

We did not earn any operating revenues during this period, and we do not expect to earn any operating revenues until after the completion of our initial Business Combination.

The following table summarizes our results of operations for the period from May 13, 2025 (inception) through December 31, 2025:

Liquidity and Capital Resources

As of December 31, 2025, we had cash of $1,240,395 outside of the Trust Account and working capital of $1,116,812. Our working capital needs through December 31, 2025 were satisfied through the net proceeds from our IPO and the sale of the Private Placement Units not placed in the Trust Account.

We anticipate that the $1,240,395 held outside the Trust Account, along with interest earned on the funds held outside the Trust Account, will be sufficient to fund our operations and working capital requirements through the Combination Period. However, we cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business prior to our initial Business Combination. We may need to obtain additional financing to complete our initial Business Combination, either because the transaction requires more cash than is available from the proceeds held in the Trust Account, or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination.

If we are unable to raise additional funds when needed, we may be required to curtail or abandon our plans to complete our initial Business Combination. We may also consider borrowing funds for working capital purposes through Working Capital Loans from our Sponsor, its affiliates, or our officers and directors, subject to the terms described under "Certain Relationships and Related Transactions."

As of December 31, 2025, the Trust Account had a balance of $139,254,999, which represented $10.09 per public share. This balance reflects the initial deposit of $138,000,000 plus $1,254,999 of net interest earned through December 31, 2025.

Off-Balance Sheet Arrangements

As of December 31, 2025, we did not have any off-balance sheet arrangements.

Contractual Obligations

Commencing on October 6, 2025, we pay our Sponsor $10,000 per month for office space, utilities, secretarial, and administrative support pursuant to our administrative services agreement. Aggregate amounts incurred under this agreement through December 31, 2025 amounted to $30,000 (for the months of October, November, and December 2025).

We have engaged Hacker, Johnson & Smith PA as our independent registered public accounting firm. We have also engaged legal counsel and other professional service providers in connection with our operations and the preparation of this Annual Report.

Critical Accounting Estimate

Class A Ordinary Shares Subject to Possible Redemption

We account for our Class A ordinary shares subject to possible redemption in accordance with ASC Topic 480, "Distinguishing Liabilities from Equity." Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are 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 stockholders' equity.

All of our 13,800,000 Class A ordinary shares sold in the IPO feature certain redemption rights that are considered to be outside of our control. Accordingly, we classify all Class A ordinary shares subject to possible redemption as temporary equity, outside of the shareholders' equity section of our balance sheets.

Share Rights

In connection with the IPO, we issued 13,800,000 Public Rights (and 407,000 Private Placement Rights as part of the Private Placement Units) entitling holders to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial Business Combination. We accounted for the fair value of the Public Rights issued in the IPO as a component of the offering price. The fair value of the Public Rights was $4,140,000, or $0.30 per Public Right, based on a Level 3 fair value measurement using a market-calibrated approach.

Over-allotment Option

The underwriters exercised the over-allotment option in full at the closing of the IPO on October 6, 2025, resulting in the sale of 1,800,000 additional Units. Accordingly, none of the 600,000 Class B ordinary shares that were subject to forfeiture in the event the over-allotment was not fully exercised were forfeited.

Recent Accounting Standards

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