UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~September~~March 3031, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-42919

INSIGHT DIGITAL PARTNERS II

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

17 State Street, Suite 4000

New York, New York 10004

Telephone: (212) 739-0495

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	DYORU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	DYOR	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	DYORW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~December~~May 812, ~~2025~~2026, there were an aggregate of 23,000,000 ordinary shares of the registrant issued and outstanding, consisting of 17,250,000 Class A ~~ordinary~~Ordinary ~~shares~~Shares, par value $0.0001 per share, ~~issued~~ and ~~outstanding, and~~ 5,750,000 Class B ~~ordinary~~Ordinary ~~shares~~Shares, par value $0.0001 per share~~, issued and outstanding~~.

INSIGHT DIGITAL PARTNERS II

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2025~~ 2026

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1. Interim Financial Statements		1
Condensed Balance Sheet as of September 30, 2025 (Unaudited)		1
Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025		1
Condensed Statement of Operations for the Period from July 11, 2025 (Inception) Through September 30, 2025 (Unaudited)		2
Condensed Statement of Operations for the Three Months ended March 31, 2026 (Unaudited)		2
Condensed Statement of Changes in Shareholders’ Deficit for the Period from July 11, 2025 (Inception) Through September 30, 2025 (Unaudited)		3
Condensed Statement of Changes in Shareholders’ Deficit for the Three Months ended March 31, 2026 (Unaudited)		3
Condensed Statement of Cash Flows for the Period from July 11, 2025 (Inception) Through September 30, 2025 (Unaudited)		4
Condensed Statement of Cash Flows for the Three Months ended March 31, 2026 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3. Quantitative and Qualitative Disclosures About Market Risk		19
Item 4. Controls and Procedures		19
Part II. Other Information		20
Item 1. Legal Proceedings		20
Item 1A. Risk Factors		20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		20
Item 3. Defaults Upon Senior Securities		20
Item 4. Mine Safety Disclosures		20
Item 5. Other Information		20
Item 6. Exhibits		21
Part III. Signatures		22

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

INSIGHT DIGITAL PARTNERS II

CONDENSED BALANCE ~~SHEET~~SHEETS

SEPTEMBER 30, 2025

(UNAUDITED)

Assets
	March 31, 2026			December 31, 2025
Current assets
	(unaudited)
Cash	$	3,211
Assets
Total current assets		3,211
Current assets
Deferred offering costs		225,843
Cash	$	941,352		$	1,247,831
Total Assets	$	229,054
Due from Sponsor		3,961			3,961
Liabilities and Shareholders’ Deficit
Prepaid expenses		129,750			66,000
Current liabilities
Total current assets		1,075,063			1,317,792
Accrued offering costs	$	107,094
Long term prepaid insurance		30,067			46,567
Accrued expenses		8,481
Cash and investments held in Trust Account		175,171,624			173,659,928
Promissory note - related party		140,000
Total Assets	$	176,276,754		$	175,024,287
Total Current Liabilities		255,575
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
Commitments and Contingencies (Note 7)
Current Liabilities
Shareholders’ Deficit
Accrued offering costs	$	75,000		$	77,174
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—
Accrued expenses		34,624			39,951
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding		—
Total current liabilities		109,624			117,125
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding (1)		575
Deferred underwriting fee		6,900,000			6,900,000
Additional paid-in capital		24,425
Total Liabilities		7,009,624			7,017,125
Accumulated deficit		(51,521	)
Commitments (Note 6)
Total Shareholders’ Deficit		(26,521	)
Class A Ordinary shares subject to possible redemption, $0.0001 par value; 17,250,000 shares at redemption value of $10.15 and $10.07 per share as of March 31, 2026 and December 31, 2025, respectively		175,171,624			173,659,928
Total Liabilities and Shareholders’ Deficit	$	229,054
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 17,250,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025, respectively		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025		575			575
Additional paid-in capital		—			—
Accumulated deficit		(5,905,069	)		(5,653,341	)
Total Shareholders’ Deficit		(5,904,494	)		(5,652,766	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	176,276,754		$	175,024,287

~~(1)~~The ~~Includes~~accompanying annotes ~~aggregate~~are ofan upintegral to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 7). On October 30, 2025, the Company consummated its Initial Offering and sold 17,250,000 Units, including 2,250,000 Units sold pursuant to the exercise part of ~~the~~these ~~underwriters’~~unaudited ~~option~~condensed infinancial ~~full to purchase additional units to cover the over-allotment; hence, the 750,000 shares of Class B ordinary shares were no longer subject to forfeiture~~statements.

The accompanying notes are an integral part of the unaudited condensed financial statements.

INSIGHT DIGITAL PARTNERS II

CONDENSED STATEMENT OF OPERATIONS

FOR THE ~~PERIOD~~THREE ~~FROM~~MONTHS ~~JULY~~ENDED ~~11,~~MARCH ~~2025 (INCEPTION) THROUGH SEPTEMBER 30~~31, ~~2025~~2026

(UNAUDITED)

General and administrative costs	$	51251,~~521~~728
Loss from operations		(51251,~~521~~728	)
Net loss	$	(51,521	)
Other income:
Weighted average shares outstanding, Class B ordinary shares (1)		5,000,000
Interest earned on cash and investments held in Trust Account		1,511,696
Basic and diluted net loss per share, Class B ordinary shares	$	(0.01	)
Total other income		1,511,696
Net income	$	1,259,968
Basic and diluted weighted average shares outstanding, Class A ordinary shares		17,250,000
Basic and diluted net income per share, Class A ordinary shares	$	0.05
Diluted net income per non-redeemable Class A Ordinary Shares	$	0.05
Basic and diluted weighted average Class B Ordinary Shares outstanding		5,750,000
Basic and diluted net income per Class B Ordinary Shares	$	0.05

~~(1)~~The ~~Excludes~~accompanying annotes ~~aggregate~~are ofan upintegral topart 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 7). On October 30, 2025, the Company consummated its Initial Offering and sold 17,250,000 Units, including 2,250,000 Units sold pursuant to the exercise of these ~~the~~unaudited ~~underwriters’~~condensed ~~option~~financial ~~in full to purchase additional units to cover the over-allotment; hence, the 750,000 shares of Class B ordinary shares were no longer subject to forfeiture~~statements.

The accompanying notes are an integral part of the unaudited condensed financial statements.

INSIGHT DIGITAL PARTNERS II

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE ~~PERIOD~~THREE ~~FROM~~MONTHS ~~JULY~~ENDED ~~11,~~MARCH ~~2025 (INCEPTION) THROUGH SEPTEMBER 30~~31, ~~2025~~2026

(UNAUDITED)

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance — July 11, 2025 (inception)		—	$	—		—	$	—	$	—	$	—		$	—
Balance – December 31, 2025		—	$	—		5,750,000	$	575	$	—	$	(5,653,341	)	$	(5,652,766	)
Issuance of Class B ordinary shares to Initial Shareholders(1)		—		—		5,750,000		575		24,425		—			25,000
Accretion for Class A ordinary shares to redemption amount		—		—		—		—		—		(1,511,696	)		(1,511,696	)
Net loss		—		—		—		—		—		(51,521	)		(51,521	)
Net income		—		—		—		—		—		1,259,968			1,259,968
Balance – September 30, 2025		—	$	—		5,750,000	$	575	$	24,425	$	(51,521	)	$	(26,521	)
Balance – March 31, 2026		—	$	—		5,750,000	$	575	$	—	$	(5,905,069	)	$	(5,904,494	)

~~(1)~~The ~~Includes~~accompanying annotes ~~aggregate~~are ofan upintegral topart 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 7). On October 30, 2025, the Company consummated its Initial Offering and sold 17,250,000 Units, including 2,250,000 Units sold pursuant to the exercise of these ~~the~~unaudited ~~underwriters’~~condensed ~~option~~financial ~~in full to purchase additional units to cover the over-allotment; hence, the 750,000 shares of Class B ordinary shares were no longer subject to forfeiture~~statements.

The accompanying notes are an integral part of the unaudited condensed financial statements.

INSIGHT DIGITAL PARTNERS II

CONDENSED STATEMENT OF CASH FLOWS

FOR THE ~~PERIOD~~THREE ~~FROM~~MONTHS ~~JULY~~ENDED ~~11,~~MARCH ~~2025 (INCEPTION) THROUGH SEPTEMBER 30~~31, ~~2025~~2026

(UNAUDITED)

Cash Flows from Operating Activities:
Net loss	$	(51,521	)
Net income	$	1,259,968
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on cash held in Trust Account		(1,511,696	)
Changes in operating assets and liabilities:
Accrued expenses		8,481
Prepaid expenses		(47,250	)
Net cash used in operating activities		(43,040	)
Accrued offering costs		(2,174	)
Cash Flows from Financing Activities:
Accrued expenses		(5,327	)
Proceeds from promissory note - related party		140,000
Net cash used in operating activities		(306,479	)
Payment of offering costs		(93,749	)
Net Change in Cash		(306,479	)
Net cash provided by financing activities		46,251
Cash – Beginning of period		1,247,831
Net Change in Cash		3,211
Cash – End of period	$	941,352
Cash – Beginning of period		—
Cash – End of period	$	3,211
Noncash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	107,094
Deferred offering cost paid by Initial Shareholders in exchange for issuance of Class B ordinary shares	$	25,000

The accompanying notes are an integral part of ~~the~~ these unaudited condensed financial statements.

INSIGHT DIGITAL PARTNERS II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

(UNAUDITED)

NOTE 1. DESCRIPTION OF ORGANIZATION, ~~AND~~ BUSINESS OPERATIONS

Insight Digital Partners II (the “Company”) is a blank check company incorporated in the Cayman Islands on July 11, 2025. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~September~~March 3031, ~~2025~~2026, the Company had not commenced any operations. All activity for the period from July 11, 2025 (inception) through ~~September~~March 3031, ~~2025~~2026 relates to the Company’s formation, ~~and~~ the initial public offering (“Initial Public Offering” or “IPO”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company ~~will~~generates ~~generate~~ non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. ~~The Company has selected December 31 as its fiscal year end.~~

The registration ~~statement~~statements for the Company’s Initial Public Offering became effective on October 28, 2025. On October 30, 2025, the Company consummated the Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the exercise by the ~~underwriters~~underwriter of ~~their~~its over-allotment option in full of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 5,450,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, in a private placement to Insight Digital Partners Sponsor LLC (the “Sponsor”) and the ~~underwriters~~underwriter of ~~the~~its Initial Public Offering, generating gross proceeds of $5,450,000~~, of which $1,618,000 was noted as a share subscription receivable on the date of the Initial Offering and has been received after the Initial Offering~~. Of those 5,450,000 Private Placement Warrants, the Sponsor purchased 3,725,000 Private Placement Warrants and the ~~underwriters~~underwriter purchased 1,725,000 Private Placement Warrants. Each whole Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The Private Placement Warrants will become exercisable 30 days after the completion of the initial Business Combination.

Transaction costs amounted to $10,861,223, consisting of a $3,450,000 of cash underwriting fee, $6,900,000 of deferred underwriting ~~fee~~fees, and $511,223 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Following the closing of the Initial Public Offering on October 30, 2025, an amount of $172,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Warrants, was ~~held~~deposited in a trust account (“Trust Account”), located in the United States and invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act,. ~~which~~These ~~invest~~proceeds ~~only~~are ininvested ~~direct U.S. government treasury obligations,~~ until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination.

The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirements. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company and up to $100,000 of interest to pay liquidation expenses). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity.

INSIGHT DIGITAL PARTNERS II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

(UNAUDITED)

The Company will proceed with a Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor, officers and directors (collectively, the “Initial Shareholders”) have agreed to vote its Founder Shares (as defined in Note 65) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.

Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The ~~Sponsor, officers and directors (collectively, the “~~Initial Shareholders”) have agreed to waive redemption rights with respect to any Founder Shares (as defined in Note 65) held and any Public Shares they may acquire during or after the Initial Public Offering in connection with the completion of Business Combination, except that Public Shares held by the initial shareholders will be subject to mandatory redemption upon any diminution of the Trust Account in connection with an extension, and such shares will be entitled to redemption at a price equal to the per share redemption value then held in the Trust Account in connection therewith.

The Company will have until 24 months from the closing of the Initial Public Offering to complete a Business Combination.; ~~However~~however, if the Company anticipates that it may not be able to consummate a Business Combination within such period, the Company may, but is not obligated to, by resolution of the board if requested by the initial shareholders, extend the period of time to consummate a Business Combination (the “Completion Window”). The Company may seek shareholder approval to amend the amended and restated memorandum and articles of association to extend the date by which the Company must consummate the initial Business Combination. If the Company seeks shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or against, the Company’s initial Business Combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (which interest shall be net of net of taxes paid or payable), divided by the number of then issued and outstanding public shares, subject to applicable law.

There is no limit on the number or length of extensions that the Company may seek; however, the Company does not expect to extend the time period to consummate the initial Business Combination beyond 36 months from the closing of the Initial Public Offering. If the Company determines not to or is unable to extend the time period to consummate the initial Business Combination or fails to obtain shareholder approval to extend, the Sponsor, management team and other initial shareholders will lose their entire investment in the Founder Shares and the Company’s Private Placement Warrants, except to the extent they entitle the holders thereof to receive liquidating distributions from assets outside the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduces the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case less taxes payable and up to $100,000 of interest to pay liquidation expenses, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the ~~underwriters~~underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Liquidity, Capital Resources and Going Concern

At March 31, 2026, the Company had $ $941,352 in cash and a working capital of $ 965,439.

In connection with the Company’s assessment of going concern in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements - Going Concern”, the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. If the 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, the Company may have insufficient funds available to operate its business prior to the Initial Business Combination. Such potential liquidity shortfall raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

INSIGHT DIGITAL PARTNERS II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

(UNAUDITED)

~~NOTE~~The 2accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period from July 11, 2025 (inception) to December 31, 2025 as filed with the SEC on March 13, 2026. ~~SIGNIFICANT~~The ~~ACCOUNTING~~interim ~~POLICIES~~results for the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the period ending December 31, 2026 or for any future periods.

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Offering as filed with the SEC on October 30, 2025, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on November 5, 2025. The interim results for the period from July 11, 2025 (inception) through September 30, 2025, are not necessarily indicative of the results to be expected for the period ending December 31, 2025 or for any future periods.

Liquidity and Capital Resources

The Company’s liquidity needs up to September 30, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $300,000 (see Note 6). As of September 30, 2025, the Company had $3,211 of cash and had a working capital deficit of $252,364. Subsequent to the closing of the Initial Offering, on November 4, 2025, the Company received the net share subscription receivable from the Sponsor and simultaneously settled the outstanding $140,000 balance of the Promissory Note (see Note 6).

In order to fund working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $1,500,000 of such Working Capital Loans may be converted into private placement units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of September 30, 2025, the Company had no borrowings under the Working Capital Loans.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 204-50, Presentation of Financial Statements - Going Concern, the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the 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, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has until the earlier of (i) the period ending on the date that is 24 months from the closing of the Initial Offering, or such earlier liquidation date as its board of directors may approve, in which the Company must complete an initial Business Combination or (ii) such other time period in which the Company must complete an initial Business Combination pursuant to an amendment to its amended and restated memorandum and articles of association (the “completion window”). Management has determined that upon the consummation of the Initial Offering and the sale of the Private Placement Warrants on October 30, 2025, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the unaudited condensed financial statements. On October 30, 2025, in connection with the sale of the Private Placement Warrants, the Sponsor should have deposited $2,000,000 into the Company’s bank account. This was still being held at the Sponsor’s bank account at the Initial Offering date; hence, the Company has accounted for the net proceeds of $1,618,000, after the deductions as discussed in Note 6. On November 4, 2025, subsequent to the closing of the Initial Offering, the Company received the net amount of $1,418,039 share subscription receivable from the Sponsor following the deductions as discussed in Note 6. Meanwhile, the remaining balance of $3,961 is recorded as due from Sponsor and will be offset from the monthly administrative fee to be paid by the Company to the Sponsor. The total amount of $1,422,000 will be utilized for working capital purposes.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Company is eligible take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as operating expenses.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $941,352 and $1,247,831 in cash and no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

INSIGHT DIGITAL PARTNERS II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

(UNAUDITED)

~~Use~~Cash ofand ~~Estimates~~Investments Held in Trust Account

~~The~~ ~~preparation~~As of March 31, 2026 and December 31, 2025, the ~~unaudited~~assets ~~condensed~~held ~~financial~~in ~~statements~~the Trust Account, amounting to $175,171,624 and $173,659,928, respectively, were held in ~~conformity~~cash. ~~with~~The monies in the Trust Account are invested only in U.S. ~~GAAP~~ ~~requires~~government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company’s ~~management~~Act, towhich ~~make~~invest ~~estimates~~only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination and ~~assumptions~~(ii) ~~that~~the ~~affect~~distribution of the ~~reported~~funds ~~amounts~~held in the Trust Account; the holding of these assets ~~and~~in ~~liabilities~~this form is intended to be temporary and for the ~~reported~~sole ~~amounts~~purpose of ~~expenses~~facilitating ~~during~~ the ~~reporting~~intended ~~period~~Business Combination (see Note 1).

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $3,211 in cash and no cash equivalents as of September 30, 2025.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

~~Deferred~~ Offering Costs

The Company complies with the requirements of ~~FASB~~ ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering. ~~Deferred~~Offering ~~offering~~ costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, Debt with Conversion and Other Options, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, prorate, allocating the Initial Public Offering proceeds ~~first~~ to the assigned value of the warrants and ~~then~~ to the Class A ordinary shares. Offering costs allocated to the Public ~~Shares~~shares were charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’ deficit as Public and Private Placement Warrants after management’s evaluation were accounted for under equity treatment. ~~As of September 30, 2025, the Company had $225,843 of deferred offering costs.~~

Income Taxes

The Company accounts for income taxes under ~~FASB~~ ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial ~~statement~~statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements and prescribes a recognition threshold and measurement process for unaudited condensed financial ~~statement~~statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited condensed financial statements. Since the Company was incorporated on July 11, 2025, the evaluation was performed for the upcoming 2025 tax year which will be the only period subject to examination.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~September~~March 3031, 2026 and December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There are no taxes in the Cayman Islands, and accordingly, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted. The Company is currently evaluating the impact of the new law. However, none of the tax provisions are expected to have a significant impact on the Company’s unaudited condensed financial statements.

INSIGHT DIGITAL PARTNERS II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

(UNAUDITED)

~~Fair~~Class A ~~Value~~Ordinary ofShares ~~Financial~~Subject ~~Instruments~~to Possible Redemption

The ~~fair~~public ~~value~~shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s ~~assets~~liquidation, ~~and~~or ~~liabilities,~~if ~~which~~there ~~qualify~~is asa ~~financial~~shareholder ~~instruments~~vote ~~under~~or ~~FASB~~tender offer in connection with the Company’s initial Business Combination. In accordance with ASC ~~Topic 820~~480-10-S99, ~~Fair~~the ~~Value~~Company ~~Measurement~~classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, ~~approximates~~the Company recognized the accretion from initial book value to redemption value. The change in the carrying ~~amounts~~value ~~represented~~of redeemable shares will result in charges against additional paid-in capital (to the ~~accompanying~~extent ~~balance~~available) ~~sheet~~and then to accumulated deficit. Accordingly, ~~primarily~~as ~~due~~of March 31, 2026 and December 31, 2025, Class A ordinary shares subject to ~~their~~possible ~~short-term~~redemption ~~nature~~are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. As of March 31, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Warrants

Gross proceeds	$	172,500,000
Less:
Proceeds allocated to Public Warrants		(4,597,125	)
Public share issuance cost		(10,556,532	)
Plus:
Remeasurement of carrying value to redemption value		16,313,585
Class A ordinary shares subject to possible redemption, December 31, 2025	$	173,659,928
Plus:
Remeasurement of carrying value to redemption value		1,511,696
Class A ordinary shares subject to possible redemption, March 31, 2026	$	175,171,624

~~The~~Net ~~Company~~Income ~~accounts~~per ~~for~~Ordinary warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), and FASB ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under FASB ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.Share

~~For~~The ~~issued~~Company orcomplies ~~modified~~with ~~warrants~~accounting ~~that~~and ~~meet~~disclosure ~~all~~requirements of ~~the~~FASB ~~criteria~~ASC ~~for~~Topic ~~equity classification~~260, ~~the~~“Earnings ~~warrants~~Per ~~are~~Share.” ~~required~~Net toincome beper ~~recorded~~ordinary asshare ais ~~component~~computed ofby ~~additional~~dividing ~~paid-in~~net ~~capital~~income atby the ~~time~~weighted average number of ~~issuance.~~shares ~~For~~of ~~issued~~ordinary orshares ~~modified~~outstanding ~~warrants~~for ~~that~~the doperiod. ~~not~~The ~~meet~~Company ~~all~~has ~~the~~two ~~criteria~~classes ~~for~~of ~~equity~~ordinary ~~classification~~shares, ~~the~~which ~~warrants~~ are ~~required~~referred to ~~be recorded~~ as ~~liabilities~~Class A atordinary ~~their~~Shares ~~initial fair value on the date of issuance,~~ and ~~each~~Class B ~~balance~~ordinary ~~sheet date thereafter~~shares. ~~Changes~~Accretion inassociated with the ~~estimated~~redeemable ~~fair~~shares ~~value~~ of ~~the~~Class A ~~warrants~~Ordinary ~~are~~Shares ~~recognized~~is asexcluded afrom ~~non-cash~~income ~~gain~~per orordinary ~~loss~~share onas the ~~statement~~redemption ofvalue ~~operations~~approximates fair value.

The ~~warrants~~following ~~are~~table ~~not~~reflects ~~precluded from equity classification and were accounted for as such on~~ the ~~date~~calculation of ~~issuance~~basic and ~~each~~diluted ~~balance~~net ~~sheet~~income ~~date~~per ~~thereafter.~~ordinary ~~There~~share ~~are~~(in nodollars, ~~Public~~except ~~Warrants~~per ~~and~~share ~~Private Placement Warrants outstanding as of September 30, 2025.~~amounts):

Share-Based Compensation

	For the Three Months Ended March 31, 2026
Basic and diluted net income per ordinary share	Class A		Class B
Numerator:
Allocation of net income, as adjusted	$	944,976	$	314,992
Denominator:
Basic and diluted weighted average shares outstanding		17,250,000		5,750,000
Basic and diluted net income per ordinary share	$	0.05	$	0.05

The Company records share-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued using the Monte Carlo model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statement of operations.

Net Loss per Class B Ordinary Share

Net loss per Class B ordinary share is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 750,000 ordinary shares that would have been subject to forfeiture had the over-allotment option not been exercised by the underwriters (see Note 7). At September 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per Class B ordinary share is the same as basic loss per Class B ordinary share for the period presented.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

NOTE 3. INITIAL OFFERING

Pursuant to the Initial Offering on October 30, 2025, the Company sold 17,250,000 Units, including 2,250,000 Units as part of the exercise of the underwriters’ over-allotment option in full, at a purchase price of $10.00 per Unit, generating gross proceeds of $172,500,000. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8).

INSIGHT DIGITAL PARTNERS II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

(UNAUDITED)

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each condensed balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed statement of operations.

The warrants are not precluded from equity classification and were accounted for as such on the date of issuance and each condensed balance sheet date thereafter. There are 8,625,000 Public Warrants and 5,450,000 Private Placement Warrants currently outstanding as of March 31, 2026 and December 31, 2025, respectively.

Share-Based Compensation

The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation” guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued using the Monte Carlo model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the unaudited condensed statement of operations.

Recent Accounting Standards

In December 2023 FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures”, which amends ASC 740, “Income Taxes”, to improve the transparency and decision usefulness of income tax disclosures for all entities subject to income taxes for the fiscal years beginning after December 31, 2026. The Company evaluated requirements for the new standard and determined that they are not applicable as it is not subject to income taxation.

Other than as described above, we don’t believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering on October 30, 2025, the Company sold 17,250,000 Units, including 2,250,000 Units for the full close of the underwriter’s overallotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $172,500,000. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering on October 30, 2025, the Sponsor and ~~underwriters~~the underwriter purchased an aggregate of 5,450,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $5,450,000. Of those 5,450,000 Private Placement Warrants, the Sponsor purchased 3,725,000 Private Placement Warrants and the ~~underwriters~~underwriter purchased 1,725,000 Private Placement Warrants. Each whole Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. A portion of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

NOTE 5. SEGMENT INFORMATION

FASB ASC Topic 280, Segment Reporting, establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed statement of operations as net income or loss. The measure of segment assets is reported on the unaudited condensed balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

	September 30, 2025
Cash	$	3,211
Deferred offering costs	$	225,843

		For the Period from July 11, 2025 (inception) through September 30, 2025
General and administrative expenses		$	51,521

The CODM reviews general and administrative expenses to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Business Combination period. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the unaudited condensed statement of operations, are the significant segment information provided to the CODM on a regular basis.

The CODM reviews the position of total assets to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. Additionally, the CODM regularly reviews the status of deferred costs incurred to assess if these are in line with the planned use of proceeds raised from the Initial Offering.

INSIGHT DIGITAL PARTNERS II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

(UNAUDITED)

NOTE 65. RELATED PARTY TRANSACTIONS

Founder Shares

On July 17, 2025, the Sponsor was issued 5,750,000 Class B ordinary shares (the “Founder Shares”) for an aggregate price of $25,000 paid to cover certain expenses on behalf of the Company. The Founder Shares include an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the ~~underwriters~~underwriter’s over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 25% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). On October 30, 2025, the ~~underwriters~~underwriter exercised ~~their~~its over-allotment option in full to be settled as part of the closing of the Initial Public Offering. As a result, ~~the~~ 750,000 Founder Shares are no longer subject to forfeiture by the Sponsor.

On July 30, 2025, the Company issued an aggregate of 210,000 Founder Shares to director nominees and officers in connection with their nomination as a director ~~and as officer~~ of the Company. These issuances were made pursuant to the exemption from registration contained in section 4(a)(2) of the Securities Act. The issuance of the Founder Shares to the Company’s director nominees is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The total fair value of the 210,000 Founder Shares represented by such membership interests assigned to the holders of such interests on July 30, 2025 was $963,900 or $4.59 per share. The Company established the initial fair value of the transferred Founder Shares on July 30, 2025, the date of the grant agreement, using a calculation prepared by a third-party valuation team. The membership interests were assigned subject to a performance condition (i.e., providing services through Business Combination). Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of membership interests that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the assignment of the membership interests. As of ~~September~~March 3031, 2026 and December 31, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.

The Founder Shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in the ~~Initial Offering~~IPO, and holders of Founder Shares have the same shareholder rights as public shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled to registration rights, (iii) the ~~Company’s~~Initial ~~Sponsor,~~Shareholders ~~officers and directors~~ have entered into a letter agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the Company’s initial Business Combination, (B) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (1) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the ~~completion~~Completion ~~window~~Window or (2) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, (C) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Company’s initial Business Combination within the ~~completion~~Completion ~~window~~Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating distributions from assets outside the Trust Account and (D) vote any Founder Shares held by them and any public shares purchased during or after the ~~Initial~~IPO ~~Offering~~ (including in open market and privately negotiated transactions) in favor of the initial Business Combination (including any proposals recommended by the Company’s board of directors in connection with such Business Combination) (except with respect to any public shares which may not be voted in favor of approving the Business Combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto), (iv) the Founder Shares are automatically convertible into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the Company’s initial Business Combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the amended and restated memorandum and articles of association, and (v) prior to the closing of the Company’s initial Business Combination, only holders of Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

The Founder Shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the initial Business Combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the IPO (including any Class A ordinary shares issued pursuant to the underwriter’s over-allotment option and excluding the Class A ordinary shares underlying the Private Placement Warrants issued to the Sponsor and the underwriter), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Company’s initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Company’s Sponsor or any of its affiliates or to the Company’s officers and directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

INSIGHT DIGITAL PARTNERS II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

(UNAUDITED)

~~The~~With ~~Founder~~certain ~~Shares~~limited ~~will~~exceptions, ~~automatically~~the ~~convert~~Founder ~~into~~Shares ~~Class A~~are ~~ordinary~~not ~~shares immediately prior to~~transferable, ~~concurrently~~assignable ~~with~~ or ~~immediately~~saleable ~~following~~(except to the ~~consummation~~Company’s ofofficers ~~the~~and ~~initial~~directors ~~Business~~and ~~Combination~~other persons or atentities ~~any~~affiliated ~~time~~with ~~prior~~the ~~thereto~~Company’s atSponsor, ~~the~~each ~~option~~ of ~~the~~whom ~~holder~~will onbe ~~a one-for-one basis,~~ subject to ~~adjustment~~the ~~for~~same ~~share~~transfer ~~subdivisions,~~restrictions) ~~share capitalizations~~until, ~~reorganizations,~~with ~~recapitalizations~~respect ~~and the like, and subject~~ to ~~further~~15% ~~adjustment~~of ~~as provided herein. In~~ the ~~case~~Founder ~~that~~Shares ~~additional~~held ~~Class A~~by ~~ordinary~~the ~~shares~~Sponsor, orupon ~~any~~the ~~other~~completion ~~equity-linked~~of ~~securities,~~a ~~are~~Business ~~issued~~Combination orand, ~~deemed~~with ~~issued~~respect into ~~excess of~~ the ~~amounts~~remaining ~~sold~~Founder inShares, the ~~Initial~~earlier ~~Offering~~of ~~and~~(A) one ~~related~~year toafter ~~or in connection with~~ the ~~closing~~completion of the Company’s initial Business Combination, ~~the~~or ~~ratio~~earlier atif, ~~which~~subsequent ~~Class B~~to ~~ordinary~~the ~~shares~~Company’s ~~convert~~initial ~~into~~Business ~~Class A~~Combination, ~~ordinary shares will be adjusted (unless~~ the ~~holders~~last ofsale aprice ~~majority~~ of the ~~outstanding~~ Class BA ordinary shares ~~agree~~equals ~~to waive such adjustment with respect to any such issuance~~ or ~~deemed~~exceeds ~~issuance)~~$12.00 soper ~~that~~share ~~the~~(as ~~number~~adjusted offor ~~Class A~~share ~~ordinary~~subdivisions, ~~shares~~share ~~issuable upon conversion of all Class B ordinary shares will equal~~capitalizations, ~~in the aggregate~~reorganizations, ~~25%~~recapitalizations ofand the ~~sum of (i~~like) ~~the~~ ~~total~~for ~~number~~any ~~of all Class~~20 Atrading days ~~ordinary~~within ~~shares outstanding upon the completion of the Initial Offering (including~~ any ~~Class~~30-trading Aday ~~ordinary~~period ~~shares~~commencing ~~issued~~at ~~pursuant~~least ~~to the underwriters’ over-allotment option and excluding the Class~~150 Adays ~~ordinary~~after ~~shares underlying~~ the ~~Private~~Company’s ~~Placement~~initial ~~Warrants~~Business ~~issued~~Combination, ~~to the Sponsor~~ and ~~the underwriter), plus~~ (iiB) ~~all~~the ~~Class A~~date ~~ordinary~~following ~~shares~~the ~~and~~completion ~~equity-linked~~of ~~securities issued or deemed issued in connection with~~ the Company’s initial Business Combination ~~(excluding~~on ~~any~~which ~~shares~~the orCompany ~~equity-linked~~completes ~~securities~~a ~~issued~~liquidation, ~~or to be issued~~merger, toshare ~~any~~exchange ~~seller~~or inother ~~the~~similar ~~initial~~transaction ~~Business~~that ~~Combination~~results ~~and~~in ~~any~~all ~~private~~of ~~placement-equivalent warrants issued to~~ the Company’s ~~Sponsor~~shareholders orhaving ~~any~~the ofright ~~its affiliates or~~ to ~~the~~exchange ~~Company’s~~their ~~officers and directors upon conversion of working capital loans) minus (iii) any redemptions of~~ Class A ordinary shares byfor ~~public~~cash, ~~shareholders~~securities inor ~~connection~~other ~~with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis~~property.

With certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Company’s Sponsor, each of whom will be subject to the same transfer restrictions) until, with respect to 15% of the Founder Shares held by the Sponsor, upon the completion of a Business Combination and, with respect to the remaining Founder Shares, the earlier of (A) one year after the completion of the Company’s initial Business Combination or earlier if, subsequent to the Company’s initial Business Combination, the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) the date following the completion of the Company’s initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Up to 750,000 Founder Shares will be surrendered to the Company for no consideration depending on the exercise of the over-allotment option.

Promissory Note — Related Party

On July 17, 2025, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). This loan is non-interest bearing and payable on the earlier of December 31, 2025 or the date on which the Company consummates the Initial Public Offering of its securities. On ~~September~~October 30, 2025, the Company had ~~borrowed~~ $140,000 borrowed under the Promissory Note which was fully settled on November 4, 2025, subsequent to the closing of the Initial Public Offering. Borrowing against the Promissory Note is no longer available.

Share Subscription Receivable

~~As of September 30, 2025, there is no outstanding balance under shares subscription receivable.~~ On October 30, 2025, in connection with the sale of the Private Placement Warrants, the Sponsor should have deposited the net proceeds of $21,~~000~~618,000 into the Company’s bank account. This was still being held at the Sponsor’s bank account at the Initial Public Offering date; hence, the Company has accounted for the ~~net~~amount ~~proceeds~~due ofas $1a share subscription receivable within equity. On November 4,~~618~~ 2025,~~000,~~ ~~after~~the Company has received the ~~following~~share ~~deductions,~~subscription ~~due~~receivable asfrom athe Sponsor subsequent to the closing of the Initial Public Offering. No share subscription receivable ~~within~~was ~~shareholders’~~outstanding ~~deficit~~as ~~section:~~of March 31, 2026 and December 31, 2025.

● payment of $27,000 underwriters expense reimbursement

● receipt of $355,000 working capital from the Sponsor netted against share subscription receivable

INSIGHT DIGITAL PARTNERS II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(UNAUDITED)

On November 4, 2025, subsequent to the closing of the Initial Offering, the Company received the net amount of $1,418,039 share subscription receivable from the Sponsor following the deductions below. Meanwhile, the remaining balance of $3,961 is recorded as due from Sponsor and will be offset from the monthly administrative fee to be paid by the Company to the Sponsor. The total amount of $1,422,000 will be utilized for working capital purposes.

● repayment of the $140,000 outstanding balance under the Promissory Note

● payment of $5,000 offering costs

● receipt of $51,000 working capital from the Sponsor netted against share subscription receivable

Administrative Services Agreement

The Company’s Sponsor has agreed, commencing on October 28, 2025, the effective date of the registration statement relating to the Initial Public Offering, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space and administrative services, as the Company may require from time to time. The Company has agreed to pay to the Sponsor up to $30,000 per month for these services during the 24-month period to complete a Business Combination. AsFor ofthe ~~September~~three 30months ended March 31, ~~2025~~2026, the Company ~~did~~incurred ~~not~~and ~~incur~~paid ~~any~~$90,000 ~~fees~~in ~~for~~administrative ~~these~~service ~~services~~fees.

Working Capital Loans

In order to finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, including the repayment of loans from the Sponsor to pay for any amount deposited to pay for any extension of the time to complete the initial Business Combination, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $110.00 per warrant at the option of the lender, upon consummation of the initial Business Combination. The warrants would be identical to the Private Placement Warrants. The terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. There are no working capital loans as of ~~September~~March 3031, 2026 and December 31, 2025, respectively.

NOTE 76. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The ~~Company’s~~United States ~~ability~~and toglobal ~~complete~~markets anare ~~initial~~experiencing ~~Business~~volatility ~~Combination~~and ~~may~~disruption befollowing ~~adversely~~the ~~affected~~geopolitical byinstability ~~various~~resulting ~~factors,~~from ~~many~~the ofongoing ~~which~~Russia-Ukraine ~~are~~conflict ~~beyond~~and the ~~Company’s~~Middle ~~control~~East conflict. ~~The~~In ~~Company’s~~response ~~ability~~ to ~~consummate~~the anongoing ~~initial~~Russia-Ukraine ~~Business~~conflict, ~~Combination~~the ~~could~~North beAtlantic ~~impacted~~Treaty ~~by,~~Organization ~~among~~(“NATO”) ~~other~~deployed ~~things,~~additional ~~changes~~military inforces ~~laws~~to oreastern ~~regulations~~Europe, ~~downturns~~and inthe United States, the ~~financial~~United ~~markets~~Kingdom, orthe inEuropean ~~economic~~Union ~~conditions,~~and ~~inflation,~~other ~~fluctuations~~countries inhave ~~interest~~announced ~~rates,~~various ~~increases~~sanctions inand ~~tariffs,~~restrictive ~~supply~~actions ~~chain~~against ~~disruptions~~Russia, ~~declines~~Belarus inand ~~consumer~~related ~~confidence~~individuals and ~~spending~~entities, ~~public~~including ~~health~~the ~~considerations~~removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, ~~and~~including ~~geopolitical~~the ~~instability~~United States, ~~such~~have asalso ~~the~~provided and may continue to provide military ~~conflicts~~aid inor other assistance to Ukraine and ~~the~~to ~~Middle~~Israel, ~~East~~increasing geopolitical tensions among a number of nations. The ~~Company~~invasion ~~cannot~~of atUkraine ~~this~~by ~~time~~Russia ~~predict~~and the ~~likelihood~~Israel-Hamas ofconflict ~~one~~and orthe ~~more~~resulting ofmeasures that have been taken, and could be taken in the ~~above~~future, ~~events~~by NATO, ~~their~~the ~~duration~~United States, orthe ~~magnitude~~United orKingdom, the ~~extent~~European toUnion, ~~which~~Israel ~~they~~and ~~may~~its ~~negatively~~neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the ~~Company’s~~length ~~ability~~and impact of the ongoing conflicts are highly unpredictable, they could lead to ~~complete~~market andisruptions, ~~initial~~including ~~Business~~significant ~~Combination~~volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

~~Registration and Shareholder Rights Agreement~~12

The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Offering, (ii) Private Placement Warrants which were issued in a private placement simultaneously with the closing of Initial Offering and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans, have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination pursuant to a registration rights agreement signed on the effective date of the Initial Offering.

Pursuant to the registration rights agreement and $1,500,000 of working capital loans are converted into Private Placement Warrants, the Company is obligated to register the 12,700,000 Class A ordinary shares and 6,950,000 warrants. The number of Class A ordinary shares includes (i) 5,750,000 Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 5,450,000 Class A ordinary shares underlying the Private Placement Warrants and (iii) 1,500,000 Class A ordinary shares underlying the Private Placement Warrants issued upon conversion of working capital loans. The number of warrants includes the 5,450,000 Private Placement Warrants and 1,500,000 Private Placement Warrants issued upon the conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial Business Combination. The Company bears the expenses incurred in connection with the filing of any such registration statements.

INSIGHT DIGITAL PARTNERS II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

(UNAUDITED)

Registration Rights Agreement

The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants which were issued in a private placement simultaneously with the closing of Initial Public Offering and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans, have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination pursuant to a registration rights agreement to be signed on the effective date of the IPO.

Pursuant to the registration rights agreement, the Company is obligated to register the 12,700,000 Class A ordinary shares and 6,950,000 warrants. The number of Class A ordinary shares includes (i) 5,750,000 Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 5,450,000 Class A ordinary shares underlying the Private Placement Warrants and (iii) 1,500,000 Class A ordinary shares underlying the Private Placement Warrants issued upon conversion of working capital loans. The number of warrants includes the 5,450,000 Private Placement Warrants and 1,500,000 Private Placement Warrants issued upon the conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial Business Combination. The Company bears the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

Pursuant to the underwriting agreement dated October 28, 2025, the ~~Sponsor~~Initial ~~and~~Shareholders ~~the executive officers and directors~~ have agreed that, for a period of 180 days from the date of this prospectus, will not, without the prior written consent of the representative, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, Founder Shares or warrants, subject to certain exceptions. The representative in their discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. The ~~Sponsor,~~Initial ~~officers~~Shareholders ~~and directors~~ are also subject to separate transfer restrictions on their Founder Shares and Private Placement Warrants pursuant to the letter agreement described herein.

The Company granted the ~~underwriters~~underwriter a 45-day option from the date of the Initial Public Offering to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On October 30, 2025, the ~~underwriters~~underwriter exercised ~~their~~its over-allotment option in full, closing on the 2,250,000 additional Units simultaneously with the Initial Public Offering.

The ~~underwriters~~underwriter ~~were~~was paid in cash an underwriting discount of $3,450,000 simultaneously at the closing of the Initial Public Offering. In addition, the ~~underwriters~~underwriter ~~were~~was entitled to a deferred fee of $0.40 per Unit, or $6,900,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, but such $0.40 per ~~Unit~~unit shall be due to the ~~underwriters~~underwriter solely on amounts remaining in the Trust Account following all properly submitted shareholder redemptions, including in connection with the consummation of the initial Business Combination, subject to the terms of the underwriting agreement.

NOTE 87. SHAREHOLDERS’ DEFICIT

Preference ~~Shares~~shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. AtAs ~~September~~of 30March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Class A ~~Ordinary~~ordinary ~~Shares~~shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of 0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. AtAs ~~September~~of 30March 31, 2026 and December 31, 2025, there were no ~~shares of~~ Class A ordinary shares issued or outstanding, excluding the 17,250,000 shares subject to possible redemption, respectively.

Class B ~~Ordinary~~ordinary ~~Shares~~shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of 0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. AtAs ~~September~~of 30March 31, 2026 and December 31, 2025, there were 5,750,000 Class B ordinary shares ~~issued and~~ outstanding, respectively. Of the 5,750,000 Class B ordinary shares outstanding, up to 750,000 shares ~~are~~were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the ~~underwriters~~underwriter’s over-allotment option is not exercised in full or in part, so that the initial shareholders will collectively own 25% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On October 30, 2025, the ~~underwriters~~underwriter exercised ~~their~~its over-allotment option in full to be settled as part of the closing of the Initial Public Offering. As a result, 750,000 Founder Shares are no longer subject to forfeiture by the Sponsor.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Prior to the closing of the initial Business Combination, only holders of Class B ordinary shares (i) will have the right to appoint and remove directors prior to or in connection with the completion of the initial Business Combination and (ii) will be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). 13

On any other matters submitted to a vote of shareholders prior to or in connection with the completion of the initial Business Combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law.

INSIGHT DIGITAL PARTNERS II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

(UNAUDITED)

~~The~~Ordinary ~~Founder~~shareholders ~~Shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation~~ of arecord ~~Business~~are ~~Combination,~~entitled ~~and may be converted at any time prior~~ to ~~the Business Combination, at the option of the holder, on a~~ one~~-for-one~~ ~~basis~~vote ~~(unless otherwise provided in the Business Combination agreement), subject to adjustment~~ for ~~share~~each ~~subdivisions,~~ share ~~dividends,~~held ~~reorganizations,~~on ~~recapitalizations~~all ~~and~~matters ~~the like, and subject~~ to ~~further~~be ~~adjustment~~voted ason ~~provided~~by ~~herein~~shareholders. InExcept ~~the~~as ~~case~~described ~~that~~below, ~~additional~~holders of Class A ordinary shares orand ~~equity-linked~~holders ~~securities are issued or deemed issued in connection with the Business Combination, the number~~ of Class AB ordinary shares ~~issuable~~will ~~upon~~vote ~~conversion~~together ofas ~~all~~a ~~Founder~~single ~~Shares~~class ~~will equal, in the aggregate,~~ on anall ~~as-converted~~matters ~~basis,~~submitted ~~approximately~~to ~~25%~~a vote of the ~~total~~Company’s ~~number~~shareholders ofexcept ~~Class A~~as ~~ordinary~~required ~~shares~~by ~~outstanding~~law. ~~after~~Prior ~~such~~to ~~conversion (not including~~ the ~~Class A~~closing ~~ordinary~~of ~~shares underlying~~ the ~~Private~~initial ~~Placement~~Business ~~Warrants)~~Combination, ~~including~~only ~~the~~holders ~~total number~~ of Class AB ordinary shares ~~issued,~~(i) will orhave ~~deemed~~the ~~issued~~right orto ~~issuable~~appoint ~~upon~~and ~~conversion~~remove ordirectors ~~exercise~~prior ofto ~~any equity-linked securities~~ or ~~rights issued or deemed issued, by the Company~~ in connection with ~~or in relation to~~ the ~~consummation~~completion of the initial Business Combination, ~~excluding~~and ~~any Class~~(ii) Awill ~~ordinary~~be ~~shares~~entitled orto ~~equity-linked~~vote ~~securities~~on orcontinuing ~~rights~~the ~~exercisable~~Company ~~for~~in ora ~~convertible~~jurisdiction ~~into~~outside ~~Class A~~the ~~ordinary~~Cayman ~~shares~~Islands ~~issued,~~(including orany tospecial beresolution ~~issued,~~required to ~~any~~amend ~~seller~~constitutional indocuments ~~the~~or ~~Business~~to ~~Combination~~adopt ~~and~~new ~~any~~constitutional ~~Private~~documents, ~~Placement~~in ~~Warrants~~each ~~issued to the Sponsor~~case, ~~officers~~as ora ~~directors~~result ~~upon conversion~~ of ~~Working~~approving ~~Capital~~a ~~Loans,~~transfer ~~provided~~by ~~that~~way ~~such conversion~~ of ~~Founder~~continuation ~~Shares~~in ~~will never occur on~~ a ~~less~~jurisdiction ~~than~~outside ~~one-for-one~~the ~~basis~~Cayman Islands).

On ~~Warrants — At~~any ~~September~~other ~~30,~~matters ~~2025,~~submitted ~~there were no Public Warrants issued or outstanding. Each whole Public Warrant entitles the registered holder~~ to ~~purchase one Class A ordinary share at~~ a ~~price~~vote of ~~$11.50~~shareholders ~~per~~prior ~~share, subject~~ to ~~adjustment~~or asin ~~discussed~~connection ~~below,~~with ~~at any time commencing 30 days after~~ the completion of the initial Business Combination., ~~Pursuant~~holders toof the ~~warrant~~Class B ~~agreement,~~ordinary ashares ~~warrant~~and ~~holder~~holders ~~may exercise its Public Warrants only for a whole number~~ of the Class A ordinary shares. ~~No fractional Public Warrants~~ will bevote ~~issued~~together ~~upon~~as ~~separation~~a ofsingle ~~the~~class, ~~units~~except ~~and~~as ~~only~~required ~~whole~~by ~~Public Warrants will trade~~law.

The Founder Shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of a Business Combination, and may be converted at any time prior to the Business Combination, at the option of the holder, on a one-for-one basis (unless otherwise provided in the Business Combination agreement), subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, approximately 25% of the total number of Class A ordinary shares outstanding after such conversion (not including the Class A ordinary shares underlying the Private Placement Warrants), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the Business Combination and any Private Placement Warrants issued to the Initial Shareholders upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Warrants — As of March 31, 2026 and December 31, 2025, there were 14,075,000 warrants outstanding, respectively, including 8,625,000 Public Warrants and 5,450,000 Private Placement Warrants. Each whole Public Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its Public Warrants only for a whole number of Class A ordinary shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade.

The Public Warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use the Company’s commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (6060th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Once the ~~warrant~~warrants become exercisable, the Company may call the warrants for redemption for cash:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption;

●

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Warrants”) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of the Company’s initial Business Combination and ending three business days before the Company sends the notice of redemption to the warrant holders.

INSIGHT DIGITAL PARTNERS II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

(UNAUDITED)

If and when the warrants become redeemable by the Company for cash, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummate the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

~~At September 30, 2025, there were no Private Placement Warrants issued or outstanding.~~ The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants being sold as part of the Units in the Initial Public Offering.

The Company accounted for the 14,075,000 warrants issued in connection with the Initial Public Offering (including 8,625,000 Public Warrants and 5,450,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

NOTE 8. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

	●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

	●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The fair value of the Public Warrants is $4,597,125 or $0.533 per Public Warrant. The fair value of Public Warrants was determined using Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants:

	October 30, 2025
Volatility		11.3	%
Risk-free rate		3.63	%
Stock price	$	9.73
Weighted term (years)		2.94

NOTE 9. SEGMENT INFORMATION

ASC Topic 280, Segment Reporting, establishes standards for companies to report, in their unaudited condensed financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

INSIGHT DIGITAL PARTNERS II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

(UNAUDITED)

~~NOTE~~ 9The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. ~~SUBSEQUENT~~Accordingly, ~~EVENTS~~ management has determined that the Company only has one reportable segment.

The ~~Company~~CODM ~~evaluated~~assesses ~~subsequent~~performance ~~events~~for ~~and~~the ~~transactions~~single ~~that~~segment ~~occurred~~and ~~after~~decides ~~the~~how ~~unaudited~~to ~~condensed~~allocate ~~balance~~resources ~~sheet~~based ~~date~~on upnet toincome ~~December~~or 8,loss ~~2025,~~that ~~the~~also ~~date~~is ~~that~~reported on the unaudited condensed ~~financial~~statement ~~statements~~of ~~were~~operations ~~issued~~as net income or loss. ~~Based~~The ~~upon~~measure ~~this~~of ~~review,~~segment ~~other~~assets ~~than~~is reported on the condensed balance sheets as ~~described~~total ~~below,~~assets. When evaluating the Company’s ~~did~~performance ~~not~~and ~~identify~~making ~~any~~key ~~subsequent~~decisions ~~events~~regarding ~~that~~resource ~~would~~allocation, ~~have~~the ~~required~~CODM ~~adjustment~~reviews orseveral ~~disclosure~~key metrics included in ~~the~~net ~~unaudited~~income ~~condensed~~or ~~financial~~loss ~~statements.~~and total assets, which include the following:

The Company’s Sponsor has agreed, commencing on October 28, 2025, the effective date of the registration statement relating to the Initial Offering, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space and administrative services, as the Company may require from time to time. The Company has agreed to pay to the Sponsor up to $30,000 per month for these services during the 24-month period to complete a Business Combination.

	March 31, 2026		December 31, 2025
Cash	$	941,352	$	1,247,831
Cash held in Trust Account	$	175,171,624	$	173,659,928

The registration statement for the Company’s Initial Offering became effective on October 28, 2025. On October 30, 2025, the Company consummated the Initial Offering of 17,250,000 Units, which includes the full exercise by the underwriters of their over-allotment option of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000.

	For the Three Months Ended March 31, 2026
General and administrative costs	$	251,728
Interest earned on cash held in Trust Account	$	1,511,696

The ~~Simultaneously~~CODM ~~with~~reviews ~~the~~general ~~closing~~and ofadministrative ~~the~~expenses ~~Initial~~to ~~Offering,~~manage ~~the~~and ~~Company~~forecast ~~consummated~~cash ~~the~~to ~~sale~~ensure ofenough ancapital ~~aggregate~~is ofavailable ~~5,450,000 Private~~to ~~Placement~~complete ~~Warrants,~~a atBusiness aCombination ~~price~~or ofsimilar $1transaction within the Business Combination period.00 ~~per~~The ~~Private~~CODM ~~Placement~~also ~~Warrant~~reviews general and administrative expenses to manage, inmaintain aand ~~private~~enforce ~~placement~~all contractual agreements to ~~the~~ensure ~~Sponsor~~costs are aligned with all agreements and budget. General and administrative expenses, as reported on the ~~underwriters~~unaudited condensed statement of operations, are the ~~Initial~~significant ~~Offering,~~segment ~~generating~~expenses ~~gross~~provided ~~proceeds~~to ofthe ~~$5,450,000.~~CODM on a regular basis.

The ~~Following~~CODM reviews the ~~closing~~position of ~~the~~total ~~Initial~~assets ~~Offering~~to onassess ~~October~~if ~~30,~~the ~~2025,~~Company anhas ~~amount~~sufficient ofresources ~~$172,500,000~~available ~~($10.00~~to ~~per~~discharge ~~Unit)~~its ~~from~~liabilities. ~~the~~The ~~net~~CODM ~~proceeds~~is ofprovided ~~the~~with ~~sale~~details of ~~the~~cash ~~Units,~~ and aliquid ~~portion~~resources ofavailable ~~the~~with ~~net proceeds from~~ the ~~sale of the Private Placement Warrants, was held in a Trust Account~~Company.

NOTE ~~On October 30, 2025, the underwriters were paid in cash an underwriting discount of $3,450,000 simultaneously at the closing of the Initial Offering~~10. InSUBSEQUENT ~~addition, the underwriters were entitled to a deferred fee of $0.40 per Unit, $6,900,000 in the aggregate.~~ EVENTS

The OnCompany ~~October~~evaluated ~~30,~~subsequent ~~2025,~~events inand ~~connection~~transactions ~~with~~that ~~the~~occurred ~~sale~~after of the ~~Private~~condensed ~~Placement~~balance ~~Warrants,~~sheet ~~the~~date ~~Sponsor~~up ~~should~~to ~~have deposited $2,000,000 into~~ the ~~Company’s~~date ~~bank~~that ~~account. This was still being held at~~ the ~~Sponsor’s~~unaudited ~~bank~~condensed ~~account~~financial atstatements ~~the~~were ~~Initial~~issued. ~~Offering~~Based ~~date;~~on ~~hence~~this review, the Company ~~has~~did ~~accounted~~not ~~for~~identify ~~the~~any ~~net~~subsequent ~~proceeds~~events ofthat ~~$1,618,000,~~would ~~after~~have ~~the~~required ~~following~~adjustment ~~deductions,~~or ~~due~~disclosure asin athe ~~share~~unaudited ~~subscription~~condensed ~~receivable~~financial ~~within shareholders’ deficit section:~~ statements.

● payment of $27,000 underwriters expense reimbursement

● receipt of $355,000 working capital from the Sponsor netted against share subscription receivable

● repayment of the $140,000 outstanding balance under the Promissory Note

● payment of $5,000 offering costs

● receipt of $51,000 working capital from the Sponsor netted against share subscription receivable

On November 4, 2025, the Company fully settled the $140,000 outstanding balance of the Promissory Note.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Insight Digital Partners II. ~~References~~ References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Insight Digital Partners Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s ~~final~~Annual ~~prospectus~~ Report on Form 10-K for ~~its~~the ~~Initial~~period ~~Offering~~from July 11, 2025 (inception) to December 31, 2025, filed with the SEC on March 13, 2026 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in the Cayman Islands on July 11, 2025. We are formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or ~~other~~ similar ~~Business~~business ~~Combination~~combination with one or more businesses. We ~~intend~~may topursue ~~effectuate~~an ~~our~~ initial Business Combination ~~using~~ ~~cash~~in ~~derived~~any ~~from~~business ~~the~~or ~~proceeds~~industry ofbut ~~the~~we ~~Initial~~expect ~~Offering~~to target opportunities and companies that are in high-growth, high impact sectors that form the ~~sale~~backbone of the ~~Private~~digital ~~Placement~~economy ~~Warrants~~including Payment Gateways, ~~our~~Stablecoin, ~~shares~~Exchanges, ~~debt~~Crypto orMiners, aCrypto ~~combination~~Holding ofand ~~cash~~Trading, ~~shares~~High Performance Computing, Energy, and ~~debt~~Crypto Treasury Strategy. We also have neither engaged in any operations nor generated any revenue to date.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 11, 2025 (inception) through ~~September~~March 3031, ~~2025~~ 2026 were organizational activities, those necessary to prepare for the Initial Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We ~~Subsequent~~do not expect to generate any operating revenues until after the ~~Initial Offering,~~completion weof our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the ~~period~~three ~~from~~months ~~July 11, 2025 (inception)~~ended ~~through~~March ~~September 30~~31, ~~2025~~2026, we had a net ~~loss~~income of $511,~~521~~259,968, which ~~consisted~~consist of interest earned on cash held in Trust Account of $1,511,696, partially offset by general and administrative costs of $251,728.

Liquidity, ~~and~~ Capital Resources and Going Concern

~~Until~~As ~~the consummation~~ of ~~the~~March ~~Initial~~31, ~~Offering~~2026, we ~~our~~had ~~only~~$941,352 ~~source~~in ofcash ~~liquidity~~and ~~was~~a anworking ~~initial~~capital ~~purchase~~surplus of ~~shares of Class B ordinary shares, par value~~ $~~0.0001 per share~~965, ~~by the Sponsor and loans from the Sponsor~~439.

~~Subsequent~~In toconnection ~~the~~with ~~quarterly~~our ~~period covered by~~assessment ~~this~~of ~~Quarterly~~going ~~Report~~concern onin ~~Form~~accordance ~~10-Q,~~with onFinancial ~~October~~Accounting ~~30,~~Standards ~~2025,~~Board we(“FASB”) ~~consummated~~Accounting ~~the~~Standards ~~Initial~~Codification ~~Offering of 17~~(“ASC”) 205-40,~~250,000~~ ~~Units~~“Presentation ~~which includes the exercise by the underwriters~~ of ~~their~~Financial ~~over~~Statement -~~allotment~~ ~~option~~Going inConcern”, ~~full~~we ofhave ~~2,250,000~~determined ~~Units,~~that atwe ~~$10.00~~have ~~per~~incurred ~~Unit,~~and ~~generating~~expect to ~~gross~~continue ~~proceeds~~to ofincur ~~$172,500,000. Simultaneously~~significant ~~with~~costs ~~the~~in ~~closing~~pursuit of ~~the~~our ~~Initial~~acquisition ~~Offering,~~plans. weIf ~~consummated~~our ~~the~~estimate ~~sale~~ of anthe ~~aggregate~~costs of ~~5,450,000~~identifying ~~Private~~a ~~Placement~~target ~~Warrants~~business, atundertaking ain-depth ~~price~~due ofdiligence ~~$1.00~~and ~~per~~negotiating ~~Private Placement Warrant, in~~ a ~~private~~Business ~~placement~~Combination toare ~~the~~less ~~Sponsor~~than ~~and~~ the ~~representative~~actual ofamount ~~the~~necessary ~~underwriters~~to ~~of the~~do ~~Initial Offering~~so, ~~generating~~we ~~gross~~may ~~proceeds~~have insufficient offunds ~~$5,450,000,~~available ofto ~~which~~operate ~~$1,618,000~~our ~~was~~business ~~noted~~prior asto athe ~~share~~Initial ~~subscription~~Business ~~receivable~~Combination. onSuch ~~the date~~potential ofliquidity ~~the~~shortfall ~~Initial~~raises substantial ~~Offering~~doubt ~~and~~about ~~has~~our ~~been~~ability ~~received~~to ~~after~~continue ~~the~~as ~~Initial~~a ~~Offering~~going concern.

~~Following~~For the ~~Initial~~three ~~Offering,~~months ~~the exercise of~~ended ~~the~~March ~~over-allotment~~31, ~~option~~2026, innet ~~full,~~cash ~~and~~used ~~the~~in ~~sale~~operating ofactivities ~~the~~was ~~Units~~$306,479. aNet ~~total~~income of $~~172~~1,~~500~~259,~~000~~968, ~~was~~interest ~~placed~~earned on cash held in the Trust Account. ~~We incurred $10,861,223, consisting~~ of $31,~~450~~511,~~000~~696 ofand ~~cash~~changes ~~underwriting~~in ~~fee,~~operating ~~$6,900,000~~assets ofand ~~deferred~~liabilities ~~underwriting~~used ~~fee and~~ $~~511~~54,~~223~~751 of ~~other~~cash ~~offering~~for ~~costs~~operating activities.

~~For~~In ~~the~~order ~~period~~to ~~from~~fund ~~July~~working capital 11deficiencies or finance transaction costs in connection with a Business Combination, ~~2025~~the ~~(inception)~~Sponsor, or certain of our officers ~~through~~and ~~September~~directors 30or their affiliates may, ~~2025~~but are not obligated to, ~~net~~loan ~~cash~~us ~~used~~funds inas ~~operating~~may ~~activities~~be ~~was~~required. ~~$43~~If we complete a Business Combination,~~040~~ we would repay such loaned amounts. ~~Net~~In ~~loss~~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. Up to $511,~~521~~500,000 ~~and~~of ~~changes~~such inworking ~~accrued~~capital ~~expenses~~loans ~~provided~~may be convertible into private placement warrants of the post-Business Combination entity, at a price of $81.00 per warrant at the option of the lender,~~481~~ upon consummation of ~~cash~~the ~~for~~initial ~~operating~~Business ~~activities~~Combination. The warrants would be identical to the Private Placement Warrants.

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.

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. Up to $1,500,000 of such loans may be convertible into Units, at a price of $10.00 per Unit at the option of the lender. The Units would be identical to the Private Placement Warrants.

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~~March 3031, ~~2025~~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~~Obligations

WeAdministrative doServices not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to an affiliate of the Sponsor $30,000 per month for office space, utilities and ~~secretarial and administrative support services provided to members of the management team.~~Indemnification Agreement

~~The~~We ~~Company~~do ~~granted~~not ~~the~~have ~~underwriter~~any ~~a 45~~long-~~day option~~term ~~from~~debt, ~~the~~capital ~~date~~lease ofobligations, ~~the~~operating ~~Initial~~lease ~~Offering~~obligations toor ~~purchase~~long-term ~~up to 2~~liabilities,~~250,000~~ ~~additional~~other ~~Units to~~than ~~cover~~an ~~over-allotments,~~agreement ifto ~~any,~~pay at the ~~Initial~~Sponsor up ~~Offering~~to ~~price less the underwriting discounts and commissions. On October~~ $30,000 ~~2025,~~per ~~the~~month ~~underwriters~~for ~~exercised~~office ~~their~~space ~~over-allotment~~and ~~option in~~administrative ~~full,~~support ~~closing~~services onduring the ~~2,250,000~~Completion ~~additional units simultaneously with the Initial Offering~~Window.

The Company agreed to indemnify and hold harmless the Initial Shareholders, its employees, principals, managers, partners, members, shareholders, equity holders, control persons, affiliates, agents, advisors, consultants and representatives (the “Indemnitees”) from any claims, losses, liabilities, obligations, causes of action, proceedings (whether pending or threatened), investigations, damages, awards, settlements, judgments, decrees, fees, costs, penalties, amounts paid in settlement or expenses (including interest, assessments and other charges in connection therewith and reasonable fees and disbursements of attorneys and other professional advisors and costs of suit) arising out of or relating to any pending or threatened claim, action, suit, proceeding or investigation against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arises out of or relates to (i) the IPO of the Company’s securities or the Company’s operations or conduct of its business (including, for the avoidance of doubt, a Business Combination), or (ii) any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any activities of the Company or any express or implied association between the Sponsor, on the one hand, and the Company or any of its affiliates, on the other hand.

Underwriting Agreement

The underwriter is entitled to a deferred underwriting discount of $0.20 per Unit sold in the IPO, or $3,450,000 in the aggregate. In addition, the underwriter is entitled to a deferred fee of $0.40 per Unit, or $6,900,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, but such $0.40 per Unit shall be due to the underwriter solely on amounts remaining in the Trust Account following all properly submitted shareholder redemptions, including in connection with the consummation of the Company’s initial Business Combination, subject to the terms of the underwriting agreement.

Registration Rights Agreement

The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants which were issued in a private placement simultaneously with the closing of IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans, have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination pursuant to a registration rights agreement.

The underwriters were paid in cash an underwriting discount of $3,450,000 simultaneously at the closing of the Initial Offering. In addition, the underwriters were entitled to a deferred fee of $0.40 per Unit, $6,900,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, but such $0.40 per Unit shall be due to the underwriters solely on amounts remaining in the Trust Account following all properly submitted shareholder redemptions, including in connection with the consummation of the initial Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Estimates

~~The~~Ordinary ~~preparation~~Shares ofSubject ~~condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management~~ to ~~make~~Possible 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. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of September 30, 2025, we did not have any critical accounting estimates to be disclosed.Redemption

We account for our ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other times, ordinary shares are classified as stockholders’ equity. Our Public Shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2026, the Public Shares are presented at redemption value as temporary equity, outside of the shareholders’ equity (deficit) section of our balance sheet. We recognize changes in redemption value immediately as they occur and adjusts the carrying value of the ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security.

Warrants

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Recent Accounting Standards

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

Critical Accounting Estimates

The preparation of unaudited 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 unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of March 31, 2026, we did not have any critical accounting estimates to be disclosed.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are ~~controls and other procedures~~ designed to ensure that information required to be disclosed by us in our ~~reports filed or submitted under the~~ Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms~~. Disclosure controls and procedures include~~, ~~without limitation, controls~~ and ~~procedures designed to ensure~~ that such information ~~required to be disclosed in our reports filed or submitted under the Exchange Act~~ is accumulated and communicated to ~~Management~~our management, including our ~~Chief~~principal ~~Executive~~executive ~~Officer~~ officer and ~~Chief~~principal ~~Financial~~financial ~~Officer~~officer ~~(together, the “Certifying Officers”),~~ or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

~~Under~~As ~~the~~required ~~supervision~~by Rules 13a-15 and ~~with~~15d-15 under the ~~participation of~~Exchange Act, our ~~Management,~~Chief ~~including~~Executive ~~our~~Officer ~~Certifying~~and ~~Officers,~~Chief weFinancial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2026. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.) ~~Based~~were oneffective, ~~the foregoing~~Accordingly, ~~our Certifying~~management ~~Officers~~believes ~~concluded~~ that ~~our~~the ~~disclosure~~financial ~~controls~~statements ~~and~~included in ~~procedures~~this ~~were~~Annual Report ~~effective~~present asfairly ofin ~~the~~all ~~end~~material respects our financial position, results of ~~the~~operations ~~quarterly~~and ~~period~~cash ~~ended~~flows ~~September 30,~~for ~~2025~~the period presented.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter of ~~2025~~2026 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our ~~final~~Annual ~~prospectus~~Report ~~for~~on ~~its~~Form ~~Initial~~10-K ~~Offering~~ filed with the SEC. As of the date of this Report, there have been no material changes to the risk factors disclosed in our ~~final~~Annual ~~prospectus for~~Report ~~its~~on ~~Initial~~Form ~~Offering~~10-K filed with the SEC, other than inclusion of the going concern considerations for the current period.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~On July 17, 2025, the Sponsor subscribed for 5,750,000 founder shares for a total subscription price of $25,000 paid to cover certain expenses on behalf of the Company~~None. ~~The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.~~

Simultaneously with the closing of the Initial Offering, we consummated the sale of an aggregate of 5,450,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, in a private placement to the Sponsor and the underwriters of the Initial Offering, generating gross proceeds of $5,450,000. Of those 5,450,000 Private Placement Warrants, the Sponsor purchased 3,725,000 Private Placement Warrants and the underwriters purchased 1,725,000 Private Placement Warrants. Each whole Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The Private Placement Warrants will become exercisable 30 days after the completion of the initial Business Combination. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Of the gross proceeds received from the Initial Offering and the proceeds of the sale of the Private Placement Warrants, an aggregate of $172,500,000 was placed in the Trust Account.

We paid a total of $10,861,223, consisting of $3,450,000 of cash underwriting fee, $6,900,000 of deferred underwriting fee and $511,223 of other offering costs.

For a description of the use of the proceeds generated in our Initial Offering, see Part I, Item 2 of this Form 10-Q.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
1.1		Underwriting Agreement, dated October 28, 2025, by and between the Company and the Representative (incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K (File No. 001-42919), filed with the SEC on November 3, 2025).
3.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-42919), filed with the SEC on November 3, 2025).
4.1		Warrant Agreement, dated October 28, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K (File No. 001-42919), filed with the SEC on November 3, 2025).
10.1		Letter Agreement, dated October 28, 2025, by and among the Company, its executive officers, its directors, its advisors and the Sponsor (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No. 001-42919), filed with the SEC on November 3, 2025).
10.2		Investment Management Trust Agreement, dated October 28, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (File No. 001-42919), filed with the SEC on November 3, 2025).
10.3		Registration Rights Agreement, dated October 28, 2025, by and among the Company, the Sponsor and the Holders signatory thereto (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (File No. 001-42919), filed with the SEC on November 3, 2025).
10.4		Private Placement Warrants Purchase Agreement, dated October 28, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K (File No. 001-42919), filed with the SEC on November 3, 2025).
10.5		Private Placement Warrants Purchase Agreement, dated October 28, 2025, by and between the Company and the Representative (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K (File No. 001-42919), filed with the SEC on November 3, 2025).
10.6		Administrative Services and Indemnification Agreement, dated October 28, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K (File No. 001-42919), filed with the SEC on November 3, 2025).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith.

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INSIGHT DIGITAL PARTNERS II
Date: December 8, 2025	By:	/s/ Michael Singer
Date: May 12, 2026	By:	/s/ Michael Singer
	Name:	Michael Singer
	Title:	Chief Executive Officer and Executive Chairman
		(Principal Executive Officer)
Date: December 8, 2025	By:	/s/ Glenn Worman
Date: May 12, 2026	By:	/s/ Glenn Worman
	Name:	Glenn Worman
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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