Overview

We are a blank check company incorporated in 2025 with the purpose of merging with or acquiring a business (a “Business Combination”). We have not yet selected a specific target for our Business Combination and have not engaged in any substantive discussions with potential targets. We expect to continue incurring significant costs in our pursuit of a Business Combination, but we cannot assure that our plans will be successful.

In 2024, the SEC adopted new rules and regulations for SPACs (the “2024 SPAC Rules”) that may materially affect our ability to negotiate and complete our initial Business Combination and increase the associated costs and time.

Results of Operations

We have not engaged in any operations or generated any revenue to date. Our activities have been limited to organizational tasks, preparing for our Initial Public Offering, and identifying potential Business Combination targets. We generate non-operating income in the form of interest on the funds held in our Trust Account, but we also incur expenses as a public company and for due diligence on potential targets.

For the three months ended June 30, 2026, we had net income of $1,171,557, consisting of $1,225,603 of interest income offset by $54,046 in general and administrative costs. For the six months ended June 30, 2026, we had net income of $2,281,073, with $2,439,013 of interest income and $157,940 in general and administrative costs.

Factors That May Adversely Affect our Results of Operations

Our results and ability to complete a Business Combination could be negatively impacted by various external factors, including economic uncertainty, market volatility, supply chain disruptions, inflation, and geopolitical instability. We cannot predict the likelihood or magnitude of these events and their potential impact on our business.

Liquidity and Capital Resources

Prior to our Initial Public Offering, our only source of liquidity was an initial purchase of shares by our Sponsor and loans from our Sponsor.

On December 22, 2025, we completed our Initial Public Offering of 15,000,000 units at $10 per unit, generating gross proceeds of $150,000,000. Simultaneously, our Sponsor and the underwriter purchased private placement warrants for $4,150,000. After deducting offering costs, $150,000,000 was placed in our Trust Account.

As of June 30, 2026, we had $152,545,289 in cash and marketable securities held in the Trust Account and $386,697 in cash at the bank for working capital purposes. We may withdraw interest from the Trust Account to pay taxes and up to $100,000 for dissolution expenses.

To fund working capital needs or transaction costs, our Sponsor or affiliates may loan us funds, which could be convertible into private placement warrants. As of June 30, 2026, we had $426 outstanding under a promissory note from our Sponsor and no amounts outstanding under a working capital loan.

We believe we have sufficient funds to meet our expenditures prior to a Business Combination, but we may need to raise additional capital if the actual costs exceed our estimates. If we are unable to obtain additional financing, we may need to take measures to conserve liquidity, which could impact our ability to complete a Business Combination.

Off-Balance Sheet Arrangements and Contractual Obligations

We have no off-balance sheet arrangements as of June 30, 2026. Our contractual obligations include:

• Administrative service fee of up to $2,500 per month to our Sponsor
• Deferred underwriting fee of up to $6,000,000 payable to the underwriter upon completion of a Business Combination
• Registration rights agreement providing for up to three demand registrations and piggy-back rights for certain security holders

Critical Accounting Estimates and Recent Accounting Pronouncements

We have not identified any critical accounting estimates, and management does not believe any recently issued accounting standards will have a material effect on our financial statements.