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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 quarterly period 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: 001-42650

RENATUS TACTICAL ACQUISITION CORP I

(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.)

1825 Ponce de Leon Blvd, Suite 260

Coral Gables, Florida

33134

(Address of principal executive offices)

(Zip Code)

(645) 201-8586

(Registrant’s telephone number, including area code)

Not applicable

(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, par value $0.0001 per share, and one-half of one redeemable warrant	RTACU	The Nasdaq Global Market
Class A ordinary shares, par value $0.0001 per share, included as part of the units	RTAC	The Nasdaq Global Market
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	RTACW	The Nasdaq Global Market

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 ~~November~~May 1913, ~~2025~~2026, there were 24,150,000 Class A ordinary shares, $0.0001 par value and 7,011,288 Class B ordinary shares, $0.0001 par value, issued and outstanding.

RENATUS TACTICAL ACQUISITION CORP I

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 Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	1
Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	1
Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2025 and for the period from July 2, 2024 (inception) through September 30, 2024	2
Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2026 and March 31, 2025	2
Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2025 and for the period from July 2, 2024 (inception) through September 30, 2024	3
Unaudited Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the Three Months Ended March 31, 2026 and March 31, 2025	3
Unaudited Condensed Statements of Cash Flows for the Nine Months ended September 30, 2025 and for the period from July 2, 2024 (inception) through September 30, 2024	4
Unaudited Condensed Statements of Cash Flows for the Three Months ended March 31, 2026 and March 31, 2025	4
Notes to Unaudited Condensed Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	21
Item 4. Controls and Procedures	21
Part II. Other Information	22
Item 1. Legal Proceedings	22
Item 1A. Risk Factors	22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3. Defaults Upon Senior Securities	2223
Item 4. Mine Safety Disclosures	2223
Item 5. Other Information	23
Item 6. Exhibits	23
Part III. Signatures	24

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

RENATUS TACTICAL ACQUISITION CORP I

CONDENSED BALANCE SHEETS

	September 30, 2025			December 31, 2024
	March 31, 2026 (unaudited)			December 31, 2025
	(unaudited)
ASSETS
Current Assets:
Cash	$	9710,~~362~~977		$	-4,031
Due from Sponsor		~~44,648~~-			-4,540
Prepaid expenses		~~509~~332,~~419~~849			26419,~~577~~562
Total Current Assets		~~651~~343,~~429~~826			26428,~~577~~133
Cash held in Trust		~~245~~250,~~856~~274,~~825~~966			-248,183,492
Deferred offering costs		-			597,798
Total Assets	$	250,618,792		$	248,611,625
Total Assets	$	246,508,254		$	624,375
LIABILITIES AND SHAREHOLDERS’ DEFICIT
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current Liabilities:
Accrued expenses	$	10107,~~310~~552		$	~~599~~40,~~375~~100
Related party payable		40,108			-
Total Current Liabilities		107,552			40,100
Total Current Liabilities		50,418			599,375
Non-Current Liabilities:
Accrued expenses		1,~~650~~731,~~990~~590			-1,680,435
Convertible note		~~250~~330,000			-250,000
Deferred underwriting fee		8,452,500			-8,452,500
Total Non-Current Liabilities		10,~~353~~514,~~490~~090			-10,382,935
Total Liabilities		10,~~403~~621,~~908~~642			~~599~~10,~~375~~423,035
Commitments and contingencies (Note 6)
Commitments and contingencies (Note 7)
Class A ordinary shares, $0.0001 par value; 24,150,000 and 0 shares subject to possible redemption at $10.18 per share as of September 30, 2025 and December 31, 2024, respectively		245,856,825			-
Class A ordinary shares, $0.0001 par value; 24,150,000 shares subject to possible redemption at $10.36 and $10.28 per share as of March 31, 2026 and December 31, 2025, respectively		250,274,966			248,183,492
Shareholders’ (Deficit) Equity:
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, none issued and outstanding		-			-
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 7,011,288 shares issued and outstanding(1)(2)		701			701
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 7,011,288 shares issued and outstanding		701			701
Additional paid-in capital		-			~~24,299~~-
Accumulated deficit		(910,~~753~~278,~~180~~517	)		-(9,995,603	)
Total Shareholders’ (Deficit) Equity		(9,752,479	)		25,000
Total Shareholders’ Deficit		(10,277,816	)		(9,994,902	)
Total Liabilities and Shareholders’ (Deficit) Equity	$	246,508,254		$	624,375
Total Liabilities and Shareholders’ Deficit	$	250,618,792		$	248,611,625

~~(1)~~The ~~Includes~~accompanying annotes ~~aggregate~~are ofan upintegral ~~to 914,514 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in~~ part byof ~~the~~these ~~underwriters~~unaudited ~~(see~~condensed ~~Note~~financial 5)statements. ~~No Class B ordinary shares were forfeited as the underwriters fully exercised the over-allotment option (see Note 5).~~

(2) Shares and associated accounts have been retroactively restated to reflect the surrender of 3,740,591 Class B ordinary shares to the Company for no consideration on March 13, 2025 and the issuance of an additional 1~~,168,548 Class B ordinary shares to the Sponsor for no consideration on May 14, 2025.~~

~~The~~RENATUS ~~accompanying~~TACTICAL ~~notes~~ACQUISITION ~~are~~CORP ~~an integral part of these unaudited condensed financial statements.~~I

1UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

RENATUS TACTICAL ACQUISITION CORP I

	Three Months Ended March 31, 2026			Three Months Ended March 31, 2025
Formation and operating expenses	$	282,914		$	-
TOTAL EXPENSES		(282,914	)		-

OTHER INCOME
Income earned on cash held in Trust Account		2,091,474			-
TOTAL OTHER INCOME		2,091,474			-

Net Income	$	1,808,560		$	-

Weighted average of redeemable shares outstanding basic and diluted		24,150,000			-
Basic and diluted net income per ordinary share	$	0.08		$	-
Weighted average of non-redeemable shares outstanding basic and diluted⁽¹⁾⁽²⁾		7,011,288			6,096,774
Basic and diluted net income (loss) per ordinary share	$	(0.01	)	$	0.00

~~CONDENSED~~(1) ~~STATEMENTS~~For OFthe ~~OPERATIONS~~three months ended March 31, 2025, excludes an aggregate of up to 914,514 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). No Class B ordinary shares were forfeited as the underwriters fully exercised the over-allotment option (see Note 5).

(~~UNAUDITED~~2) For the three months ended March 31, 2025, shares and associated accounts have been retroactively restated to reflect the surrender of 3,740,591 Class B ordinary shares to the Company for no consideration on March 13, 2025 and the issuance of an additional 1,168,548 Class B ordinary shares to the Sponsor for no consideration on May 14, 2025.

	Three Months Ended September 30, 2025			Nine Months Ended September 30, 2025			For the period from July 2, 2024 (inception) through September 30, 2024
Formation and operating expenses	$	337,479		$	783,450		$	-
TOTAL EXPENSES		337,479			783,450			-
OTHER INCOME
Income earned on cash held in Trust Account		2,512,269			3,753,075			-
Income earned on cash held in operating account		1,874			1,873			-
TOTAL OTHER INCOME		2,514,143			3,754,948			-
Net Income	$	2,176,664		$	2,971,498		$	-
Weighted average of redeemable shares outstanding basic and diluted		24,150,000			12,252,574			-
Basic and diluted net income per ordinary share	$	0.09		$	0.27		$	0.00
Weighted average of non-redeemable shares outstanding basic and diluted(1)(2)		7,011,288			7,011,288			4,829,998
Basic and diluted net loss per ordinary share	$	(0.01	)	$	(0.04	)	$	0.00

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

~~(1) For the period from July~~ 2, 2024 (inception) through September 30, 2024, excludes an aggregate of up to 914,514 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). No Class B ordinary shares were forfeited as the underwriters fully exercised the over-allotment option (see Note 5).

~~(2)~~RENATUS ~~Shares~~TACTICAL ~~and~~ACQUISITION ~~associated~~CORP accounts have been retroactively restated to reflect the surrender of 3,740,591 Class B ordinary shares to the Company for no consideration on March 13, 2025 and the issuance of an additional 1,168,548 Class B ordinary shares to the Sponsor for no consideration on May 14, 2025.I

~~The~~UNAUDITED ~~accompanying~~CONDENSED ~~notes~~STATEMENTS ~~are~~OF anCHANGES ~~integral~~IN ~~part~~SHAREHOLDERS’ ~~of these~~(DEFICIT) ~~unaudited condensed financial statements.~~EQUITY

2FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025

RENATUS TACTICAL ACQUISITION CORP I

	Class B Ordinary Shares				Additional Paid-In		Accumulated		Shareholders’
	Shares		Amount		Capital		Deficit		Equity
Balance, December 31, 2024 ⁽¹⁾⁽²⁾		7,011,288	$	701	$	24,299	$	-	$	25,000
Net loss		-		-		-		-		-
Balance, March 31, 2025		7,011,288	$	701	$	24,299	$	-	$	25,000

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

	Class B Ordinary Shares				Additional Paid-In		Accumulated			Shareholders’
	Shares		Amount		Capital		Deficit			(Deficit)
Balance, December 31, 2025		7,011,288	$	701	$	-	$	(9,995,603	)	$	(9,994,902	)
Net income								1,808,560			1,808,560
Remeasurement								(2,091,474	)		(2,091,474	)
Balance, March 31, 2026		7,011,288	$	701	$	-	$	(10,278,517	)	$	(10,277,816	)

~~FOR~~(1) ~~THE~~Includes ~~THREE~~an ~~AND~~aggregate ~~NINE~~of ~~MONTHS~~up ~~ENDED~~to 914,514 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). No Class B ordinary shares were forfeited as the underwriters fully exercised the over-allotment option (see Note 5).

~~SEPTEMBER~~(2) 30Shares and associated accounts have been retroactively restated to reflect the surrender of 3,740,591 Class B ordinary shares to the Company for no consideration on March 13, 2025 ~~AND~~and ~~FOR~~the ~~THE~~issuance ~~PERIOD~~of ~~JULY~~an 2additional 1, ~~2024~~168,548 ~~(INCEPTION)~~Class ~~THROUGH~~B ~~SEPTEMBER~~ordinary 30shares to the Sponsor for no consideration on May 14, ~~2024~~2025.

~~(UNAUDITED)~~The accompanying notes are an integral part of these unaudited condensed financial statements.

	Class B Ordinary Shares				Additional Paid-In			Accumulated			Shareholders’
	Shares		Amount		Capital			Deficit			Deficit
Balance, December 31, 2024 (Audited)(1)(2)		7,011,288	$	701	$	24,299		$	-		$	25,000
Net loss		-		-		-			-			-
Balance, March 31, 2025		7,011,288		701		24,299			-			25,000
Private warrants, proceeds		-		-		3,821,591			-			3,821,591
Public warrants, fair value		-		-		4,557,833			-			4,557,833
Offering costs allocated to public and private warrants		-		-		(244,775	)		-			(244,775	)
Accretion of carrying value to redemption value		-		-		(8,158,948	)		(10,212,409	)		(18,371,357	)
Net income		-		-		-			794,834			794,834
Balance, June 30, 2025		7,011,288	$	701	$	-		$	(9,417,575	)	$	(9,416,874	)
Net income		-		-					2,176,664			2,176,664
Accretion of carrying value to redemption value		-		-					(2,512,269	)		(2,512,269	)
Balance, September 30, 2025		7,011,288	$	701	$	-		$	(9,753,180	)	$	(9,752,479	)

	Class B Ordinary Shares				Additional Paid-In		Accumulated		Shareholders’
	Shares		Amount		Capital		Deficit		Equity
Balance, July 2, 2024 (inception)		-	$	-	$	-	$	-	$	-
Issuance of founder shares		7,011,288		701		24,299		-		25,000
Balance, September 30, 2024(1)(2)		7,011,288	$	701	$	24,299	$	-	$	25,000

RENATUS TACTICAL ACQUISITION CORP I

~~(1)~~UNAUDITED ~~Includes~~CONDENSED anSTATEMENTS ~~aggregate~~OF ofCASH up to 914,514 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). No Class B ordinary shares were forfeited as the underwriters fully exercised the over-allotment option (see Note 5).FLOWS

(2) Shares and associated accounts have been retroactively restated to reflect the surrender of 3,740,591 Class B ordinary shares to the Company for no consideration on March 13, 2025 and the issuance of an additional 1,168,548 Class B ordinary shares to the Sponsor for no consideration on May 14, 2025.

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025
Cash Flows from Operating Activities:
Net income	$	1,808,560		$	-
Interest earned on cash held in Trust Account		(2,091,474	)		-
Changes in assets/liabilities to reconcile net income to net cash used in operating activities:
Prepaid expenses		86,713			-
Accrued expenses		118,607			-
Net Cash Used in Operating Activities		(77,594	)		-

Cash Flows from Investing Activities:
Proceeds from repayment of Due From Sponsor		4,540			-
Net Cash Provided by Investing Activities		4,540			-

Cash Flows from Financing Activities:
Proceeds from Convertible Note		80,000
Net Cash Provided by Financing Activities		80,000			-

Net change in cash		6,946			-
Cash at beginning of period		4,031			-
Cash at end of period	$	10,977		$	-

Supplemental Schedule of Non-Cash Financing Activities:
Issuance of Class B shares to the Sponsor in exchange for a payment to a vendor	$	-		$	25,000
Deferred offering costs included in accrued offering costs	$	-		$	512,890
Deferred offering costs included in related party payable	$	-		$	110,934
Accretion of Class A ordinary shares subject to possible redemption	$	2,091,474		$	-

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

RENATUS TACTICAL ACQUISITION CORP I

~~CONDENSED~~NOTES ~~STATEMENTS~~TO OFUNAUDITED ~~CASH~~CONDENSED ~~FLOWS~~FINANCIAL STATEMENTS

~~(UNAUDITED)~~NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

	For the Nine Months Ended September 30, 2025			For the period from July 2, 2024 (inception) through September 30, 2024
Cash Flows from Operating Activities:
Net income	$	2,971,498		$	-
Interest earned on cash held in Trust Account		(3,753,075	)		-
Changes in assets/liabilities to reconcile net income to net cash used in operating activities:
Deferred offering costs		597,798			-
Prepaid expenses		(482,843	)		-
Related party payable		40,108			-
Accrued expenses		(507,081	)		-
Net Cash Used in Operating Activities		(1,133,595	)		-
Cash Flows from Investing Activities:
Cash deposited into Trust		(242,103,750	)		-
Net Cash Used in Investing Activities		(242,103,750	)		-
Cash Flows from Financing Activities:
Due from Sponsor		(44,648	)		-
Proceeds from Convertible Note		250,000
Proceeds from issuance of Class A ordinary shares		241,500,000			-
Proceeds from private placement		3,821,591			-
Payment of offering costs		(2,192,236	)		-
Net Cash Provided by Financing Activities		243,334,707			-
Net change in cash		97,362
Cash at beginning of period		-
Cash at end of period	$	97,362		$	-
Supplemental Schedule of Non-Cash Financing Activities:
Issuance of Class B shares to the Sponsor in exchange for a payment to a vendor	$	-		$	25,000
Offering costs charged to Additional paid in capital included in deferred underwriting fee	$	8,452,500		$	-
Offering costs charged to Additional paid in capital included in Accrued expenses	$	1,569,006		$	-
Remeasurement of Class A ordinary shares subject to possible redemption	$	20,883,626		$	-

Renatus Tactical Acquisition Corp I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 2, 2024. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The ~~accompanying~~Company ~~notes~~is ~~are~~not limited to a particular industry or geographic region for purposes of consummating a Business Combination, however, it intends to focus its search on high potential businesses based in the United States. The Company is an ~~integral~~early-stage ~~part~~and emerging growth company; and, as such, the Company is subject to all of ~~these~~ ~~unaudited~~the ~~condensed~~risks ~~financial~~associated ~~statements~~with early-stage and emerging growth companies.

4As of March 31, 2026, the Company had not commenced any operations. All activity for the period from July 2, 2024 (inception) through March 31, 2026, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), and search for a Business Combination opportunity, which are described below. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company generates 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.

~~RENATUS~~ ~~TACTICAL~~On ~~ACQUISITION~~May ~~CORP~~16, I2025, the Company consummated its Initial Public Offering of 24,150,000 units (the “Public Units” and, with respect to the Class A ordinary shares and public warrants included in the Public Units, the “Public Shares”, and “Public Warrants”, respectively), including 3,150,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option. The Public Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $241,500,000 (the “Public Proceeds”).

~~NOTES~~ TOSimultaneously ~~UNAUDITED~~with ~~CONDENSED~~the ~~FINANCIAL~~closing ~~STATEMENTS~~ of the Initial Public Offering, the Company completed the private sale of 3,821,591 warrants (the “Private Placement Warrants”) to International SPAC Management Group I LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $3,821,591 (the “Private Proceeds” and together with the Public Proceeds, the “Offering Proceeds”). The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering (see Note 9).

~~NOTE~~ Transaction costs amounted to $12,213,743, consisting of $1,207,500 —of ~~DESCRIPTION~~cash OFunderwriting ~~ORGANIZATION~~fee, ~~AND~~$8,452,500 ~~BUSINESS~~of ~~OPERATIONS AND~~deferred ~~GOING~~underwriting ~~CONCERN~~fee, and $2,553,743 of other offering costs.

~~Renatus~~ ~~Tactical~~The ~~Acquisition~~Company’s ~~Corp~~management Ihas 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. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the ~~“Company”~~amount of deferred underwriting commissions and Permitted Withdrawals on the interest income earned on the funds held in the Trust Account) is. The Company will only complete a ~~blank~~Business ~~check~~Combination if the post-Business Combination company ~~incorporated~~owns asor acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a ~~Cayman~~controlling ~~Islands~~interest ~~exempted~~in the target business sufficient for it not to be required to register as an investment company onunder ~~July 2~~the Investment Company Act of 1940, ~~2024~~as amended (the “Investment Company Act”). ~~The~~There is no assurance that the Company ~~was~~will ~~incorporated~~be ~~for~~able to successfully effect a Business Combination. Upon the ~~purpose~~ closing of ~~effecting~~the aInitial ~~merger~~Public Offering, ~~share~~management ~~exchange~~has agreed that $10.025 per unit sold in the Initial Public Offering, ~~asset~~including ~~acquisition~~proceeds of the sale of the Private Placement Warrants, ~~share~~will ~~purchase~~be held in a trust account (the “Trust Account”) and invested in U.S. government securities, ~~reorganization~~within orthe ~~similar~~meaning ~~business~~set ~~combination~~forth in Section 2(a)(16) of the Investment Company Act, with ~~one~~ a maturity of 185 days or ~~more~~less, ~~businesses~~or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the “completion of a Business Combination” and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, however, it intends to focus its search on high potential businesses based in the United States. 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.5

As ofThe ~~September~~Company ~~30,~~will ~~2025,~~provide the ~~Company~~holders ~~had~~of ~~not commenced~~the ~~any~~outstanding ~~operations.~~Public ~~All~~Shares ~~activity~~(the ~~for~~“Public Shareholders”) with the ~~period~~opportunity ~~from~~to ~~July 2,~~redeem ~~2024~~all or a portion of their Public Shares either (~~inception~~i) ~~through~~in ~~September~~connection ~~30,~~with ~~2025~~a ~~relates~~general meeting called to approve the ~~Company’s formation,~~Business Combination or (ii) by means of a tender offer in connection with the ~~initial~~Business ~~public~~Combination. ~~offering~~The ~~(“Initial~~decision ~~Public~~as ~~Offering”),~~to ~~and~~whether ~~search~~the ~~for~~Company will seek shareholder approval of a Business Combination ~~opportunity,~~or ~~which are~~conduct ~~described~~a ~~below~~tender offer will be made by the Company. The ~~Company~~Public Shareholders will ~~not~~be ~~generate~~entitled ~~any~~to ~~operating~~redeem ~~revenues~~their ~~until~~Public ~~after~~Shares ~~the~~for ~~completion~~a pro rata portion of anthe ~~initial~~amount ~~Business~~then ~~Combination, at~~in the ~~earliest~~Trust Account (initially $10.025 ~~The~~per ~~Company~~Public ~~generates~~Share, ~~non-operating~~plus ~~income~~any pro rata interest then in the ~~form~~Trust Account), net of ~~interest~~taxes payable for the Company’s franchise and income ~~from~~taxes (“Permitted Withdrawals”). There will be no redemption rights upon the ~~proceeds~~completion ~~derived~~of ~~from~~a Business Combination with respect to the ~~Initial Public~~Private ~~Offering~~Placement Warrants. The ~~Company~~Public ~~has~~Shares ~~selected~~subject ~~December 31~~to redemption were recorded at a redemption value and classified as ~~its~~temporary ~~fiscal~~equity ~~year~~upon ~~end~~the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

On ~~May~~If ~~16,~~the ~~2025~~Company seeks shareholder approval of the Business Combination, the Company ~~consummated~~will ~~its~~proceed ~~Initial Public~~with ~~Offering~~a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires a resolution be passed by a majority of 24the holders of the Class A ordinary shares,~~150,000~~ ~~units~~par value $0.0001 (the “~~Public~~Class A ~~Units~~ordinary shares”) and the Class B ordinary shares, ~~with~~par ~~respect~~value to$0.0001 (the “Class B A ordinary shares,” and ~~public~~together ~~warrants included~~with in the ~~Public~~Class A ~~Units~~ordinary shares, the “~~Public~~ordinary ~~Shares~~shares”) as, ~~and~~being ~~“Public~~entitled ~~Warrants”~~to do so, ~~respectively)~~vote in person or by proxy at a general meeting of the Company, ~~including~~or 3such other vote as required by law or stock exchange rule. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons,~~150~~ the Company will,~~000~~ ~~Units issued~~pursuant to its Amended and Restated Memorandum and Articles of Association (the “Articles”), conduct the redemptions pursuant to the ~~exercise~~tender offer rules of the ~~underwriters’~~Securities ~~over-allotment~~and ~~option~~Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. ~~The~~If ~~Public~~the ~~Units~~Company ~~were~~seeks ~~sold~~shareholder atapproval in connection with a ~~price~~Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of ~~$10~~approving a Business Combination.00 ~~per unit~~Additionally, ~~generating~~each ~~gross~~Public ~~proceeds~~Shareholder may elect to ~~the~~redeem ~~Company~~its Public Shares, without voting, and if they do vote, irrespective of ~~$241~~whether they vote for or against a proposed Business Combination and waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally,~~500~~ each Public Shareholder may elect to redeem its Public Shares without voting and,~~000~~ (if they do vote, irrespective of whether they vote for or against the ~~“Public~~proposed ~~Proceeds”)~~Business Combination.

~~Simultaneously~~ ~~with~~Notwithstanding the ~~closing~~foregoing, ofif the ~~Initial Public~~Company ~~Offering,~~seeks ~~the~~shareholder ~~Company~~approval ~~completed~~of ~~the~~a ~~private~~Business ~~sale~~Combination ofand ~~3,821,951~~the ~~warrants~~Company ~~(the~~does ~~“Private~~not ~~Placement~~conduct ~~Warrants”)~~redemptions pursuant to ~~International SPAC~~ ~~Management~~the ~~Group~~tender Ioffer ~~LLC~~rules, (the ~~“Sponsor”)~~Articles atprovide that a ~~purchase~~Public ~~price~~Shareholder, together with any affiliate of ~~$1.00~~such ~~per~~shareholder ~~Private~~or ~~Placement~~any ~~Warrant,~~other ~~generating~~person ~~gross~~with ~~proceeds to~~whom ~~the~~such ~~Company~~shareholder ofis ~~$3,821,591~~acting ~~(the~~in ~~“Private~~concert ~~Proceeds~~or as a “group” ~~and~~(as ~~together~~defined ~~with~~under Section 13 of the ~~Public~~Securities ~~Proceeds~~Exchange Act of 1934, as amended (the “~~Offering~~Exchange ~~Proceeds~~Act”)~~. The~~), ~~Private~~will ~~Placement~~be ~~Warrants~~restricted ~~are~~from ~~identical~~redeeming its shares with respect to ~~the~~more ~~Public~~than ~~Warrants~~an ~~sold~~aggregate inof ~~the~~15% ~~Initial~~of the Public ~~Offering~~Shares ~~(see~~without ~~Note~~the 8)Company’s prior written consent.

~~Transaction~~ ~~costs~~The ~~amounted~~Sponsor has agreed (a) to ~~$12,213,743,~~waive ~~consisting~~ its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of ~~$1,207,500~~a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of ~~cash~~Association ~~underwriting~~(i) ~~fee,~~to ~~$8,452,500~~modify the substance or timing of ~~deferred~~the ~~underwriting~~Company’s ~~fee,~~obligation ~~and~~to ~~$2,553,743~~allow redemption in connection with the Company’s Initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other ~~offering~~provision ~~costs~~relating to shareholder’s rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment.

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. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and Permitted Withdrawals on the interest income earned on the funds held in the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business 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”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, management has agreed that $10.025 per unit sold in the Initial Public Offering, including proceeds of the sale of the Private Placement Warrants, will be held in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. 6

5 If the Company has not completed a Business Combination within 24 months from the closing of the Initial Public Offering (or up to 30 months from the closing of the Initial Public Offering if the Company’s board of directors elects to extend, by resolution, the period of time to consummate a Business Combination by two three-month increments) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to pay the Permitted Withdrawals, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The ~~Company~~Sponsor ~~will~~has ~~provide~~agreed ~~the~~to ~~holders~~waive ofits ~~the~~rights ~~outstanding Public~~to ~~Shares~~liquidating (distributions from the ~~“Public~~Trust ~~Shareholders”)~~Account with ~~the~~respect ~~opportunity~~ to ~~redeem~~the ~~all~~Founder orShares ait ~~portion~~will ofreceive ~~their~~if ~~Public~~the ~~Shares~~Company ~~either~~fails ~~(i) in~~to ~~connection~~complete ~~with~~ a ~~general~~Business ~~meeting~~Combination ~~called~~within tothe ~~approve~~Combination ~~the~~Period. ~~Business~~However, ~~Combination~~if orthe ~~(ii)~~Sponsor byor ~~means~~any of aits ~~tender~~respective ~~offer~~affiliates acquire Public Shares in ~~connection~~or ~~with~~ after the ~~Business~~Initial ~~Combination.~~Public ~~The~~Offering, ~~decision~~such asPublic toShares ~~whether~~will ~~the~~be ~~Company~~entitled ~~will~~to ~~seek~~liquidating ~~shareholder~~distributions ~~approval~~from ofthe aTrust ~~Business~~Account ~~Combination~~if orthe ~~conduct~~Company ~~a tender~~fails ~~offer~~to ~~will~~complete bea ~~made~~Business byCombination within the ~~Company~~Combination Period. The ~~Public~~underwriters ~~Shareholders~~have ~~will~~agreed beto ~~entitled~~waive toits ~~redeem~~rights to their ~~Public~~deferred ~~Shares~~underwriting ~~for~~commission a(see ~~pro~~Note 7) ~~rata~~held ~~portion of~~in the ~~amount~~Trust ~~then~~Account in the ~~Trust~~event ~~Account~~the ~~(initially~~Company ~~$10.025~~does ~~per~~not ~~Public~~complete ~~Share,~~a ~~plus~~Business ~~any~~Combination ~~pro~~within ~~rata~~the ~~interest~~Combination ~~then~~Period, and in ~~the~~such ~~Trust Account)~~event, ~~net of~~such ~~taxes~~amounts ~~payable~~will ~~for~~be included with the ~~Company’s~~other ~~franchise~~funds ~~and~~held ~~income~~in ~~taxes~~the ~~(“Permitted~~Trust ~~Withdrawals”).~~Account ~~There~~that will be noavailable ~~redemption rights~~to ~~upon~~fund the ~~completion~~redemption of athe ~~Business~~Public ~~Combination~~Shares. ~~with~~In ~~respect to~~ the ~~Private~~event ~~Placement~~of ~~Warrants.~~such ~~The~~distribution, ~~Public~~it ~~Shares~~is ~~subject~~possible tothat ~~redemption were~~the ~~recorded~~per atshare avalue ~~redemption~~of ~~value~~the ~~and~~assets ~~classified~~remaining asavailable ~~temporary~~for ~~equity~~distribution ~~upon~~will ~~the~~be ~~completion~~less ofthan the Initial Public Offering inprice ~~accordance with~~per ~~the~~unit ~~Accounting Standards Codification~~ (~~“ASC”~~$10.025) ~~Topic 480 “Distinguishing Liabilities from Equity~~.”

If ~~the~~In ~~Company~~order ~~seeks~~to ~~shareholder~~protect ~~approval~~the ofamounts held in the ~~Business~~ ~~Combination~~Trust Account, the ~~Company~~Sponsor ~~will~~has ~~proceed~~agreed ~~with~~that ait ~~Business~~will ~~Combination~~be ~~only~~liable ifto the Company ~~receives~~if anand ~~ordinary~~to ~~resolution~~the ~~under~~extent ~~Cayman Islands~~any ~~law~~claims ~~approving~~by a ~~Business~~third ~~Combination,~~party ~~which~~(other ~~requires~~than athe ~~resolution~~Company’s beindependent ~~passed~~registered bypublic aaccounting ~~majority~~firm) offor services rendered or products sold to the ~~holders~~Company, ofor a prospective target business with which the ~~Class A~~Company ~~ordinary shares,~~has ~~par~~discussed ~~value~~entering ~~$0.0001~~into (a transaction agreement, reduce the ~~“Class A~~amount ~~ordinary~~of ~~shares”)~~funds ~~and~~in the ~~Class B~~Trust ~~ordinary~~Account ~~shares,~~to ~~par~~below ~~value~~the lesser of (i) $010.~~0001~~025 per Public Share and (ii) the ~~“Class B~~ ~~ordinary~~actual ~~shares,”~~amount ~~and~~per ~~together~~Public ~~with~~Share held in the ~~Class A~~Trust ~~ordinary~~Account ~~shares,~~as of the ~~“ordinary~~date ~~shares”)~~of ~~as, being~~the ~~entitled~~liquidation toof dothe soTrust Account, ~~vote~~if inless ~~person~~than or$10.025 byper ~~proxy~~Public atShare adue ~~general~~to ~~meeting~~reductions in the value of the ~~Company~~trust assets, orless ~~such~~taxes ~~other~~payable, ~~vote~~provided asthat ~~required~~such byliability ~~law~~will ornot ~~stock exchange~~apply ~~rule.~~to Ifany aclaims ~~shareholder~~by ~~vote~~a isthird ~~not~~party ~~required~~or ~~under~~prospective ~~applicable~~target ~~law~~business orwho ~~stock~~executed ~~exchange~~a ~~listing~~waiver ~~requirements~~of any and ~~the~~all ~~Company~~rights ~~does not~~to ~~decide~~the tomonies ~~hold~~held ain ~~shareholder~~the ~~vote~~Trust ~~for~~Account ~~business~~(whether or ~~other~~not ~~reasons,~~such ~~the~~waiver ~~Company~~is enforceable) nor will, ~~pursuant~~it apply to ~~its~~any ~~Amended~~claims ~~and~~under ~~Restated~~the ~~Memorandum and~~Company’s ~~Articles~~indemnity of ~~Association (~~the ~~“Articles”),~~underwriters ~~conduct~~of the ~~redemptions~~Initial ~~pursuant~~Public toOffering ~~the~~against ~~tender~~certain ~~offer~~liabilities, ~~rules~~including ofliabilities under the Securities ~~and~~ ~~Exchange~~Act ~~Commission~~of 1933, as amended (the “~~SEC~~Securities Act”). However, ~~and~~the ~~file~~Company ~~tender~~has ~~offer~~not ~~documents~~asked ~~containing~~the ~~substantially~~Sponsor ~~the~~to ~~same~~reserve ~~information~~for assuch ~~would be~~indemnification ~~included~~obligations, innor ahas ~~proxy~~it ~~statement~~independently ~~with~~verified whether the ~~SEC~~Sponsor ~~prior~~has sufficient funds to ~~completing~~satisfy aits ~~Business~~indemnity ~~Combination.~~obligations, Ifand the Company ~~seeks~~believes ~~shareholder~~that ~~approval~~the ~~in connection~~Sponsor’s ~~with~~only aassets ~~Business~~are ~~Combination~~securities of the Company. Therefore, the Sponsor ~~has~~may ~~agreed~~not tobe ~~vote~~able ~~its~~to ~~Founder~~satisfy ~~Shares~~those ~~(as~~obligations. ~~defined~~As ina ~~Note 5)~~result, ~~and~~if any ~~Public~~such ~~Shares purchased~~claims ~~during~~were orsuccessfully ~~after~~made against the ~~Initial~~Trust ~~Public~~Account, ~~Offering~~the infunds ~~favor~~available offor ~~approving~~the aCompany’s Initial Business Combination. ~~Additionally,~~and ~~each~~redemptions ~~Public~~could ~~Shareholder may~~be ~~elect~~reduced to ~~redeem~~less ~~its~~than ~~Public~~$10.025 ~~Shares,~~per ~~without~~Public ~~voting,~~Share. ~~and~~In ifsuch ~~they do vote~~event, ~~irrespective~~the ofCompany ~~whether~~may ~~they~~not ~~vote~~be ~~for~~able orto ~~against~~complete aits ~~proposed~~ Initial Business Combination, and ~~waive~~the ~~its~~Public ~~redemption~~Shareholders ~~rights~~would ~~with~~receive ~~respect~~such tolesser ~~any~~amount ~~such~~per ~~shares~~share in connection with aany ~~shareholder~~redemption ~~vote~~of totheir ~~approve a~~Public ~~Business Combination~~Shares. ~~Additionally,~~None ~~each~~of ~~Public~~the ~~Shareholder~~Company’s ~~may~~officers ~~elect~~or todirectors ~~redeem~~will ~~its~~indemnify ~~Public~~the ~~Shares~~Company ~~without~~for ~~voting~~claims ~~and,~~by ifthird ~~they~~parties ~~do vote~~including, ~~irrespective~~ ofwithout ~~whether~~limitation, ~~they~~claims ~~vote~~by ~~for~~vendors orand ~~against~~prospective ~~the~~target ~~proposed Business Combination~~businesses.

~~Notwithstanding~~Going the foregoing, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Articles provide 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% of the Public Shares without the Company’s prior written consent.Concern

~~The~~ ~~Sponsor~~As of March 31, 2026, the Company has ~~agreed~~cash ~~(a)~~of to$10,977 ~~waive~~and ~~its~~working ~~redemption rights~~capital ~~with~~of ~~respect~~$236,274. toThe ~~any~~Company ~~Founder~~has ~~Shares~~incurred and ~~Public~~expects ~~Shares~~to ~~held~~continue byto itincur insignificant ~~connection~~costs ~~with~~in ~~the~~pursuit ~~completion~~ of aits ~~Business~~financing ~~Combination~~ and ~~(b)~~ ~~not~~acquisition toplans. ~~propose~~The anCompany ~~amendment~~anticipates tothat the ~~Amended~~cash ~~and~~held ~~Restated~~outside ~~Memorandum~~of ~~and~~the ~~Articles~~Trust Account of ~~Association~~$10,977 ~~(i)~~will tonot ~~modify~~be ~~the~~sufficient ~~substance~~to orallow ~~timing of~~ the Company’s ~~obligation~~ to ~~allow~~operate ~~redemption~~ in ~~connection with~~ the ~~Company’s~~next ~~initial~~twelve ~~Business~~months. ~~Combination~~These orconditions toraise ~~redeem 100%~~substantial ofdoubt ~~the~~about ~~Public Shares if~~ the Company’s ~~does~~ability ~~not~~to ~~complete~~continue as a ~~Business~~going ~~Combination~~concern. ~~within~~These ~~the~~unaudited ~~Combination~~condensed ~~Period~~financial ~~(as~~statements ~~defined~~do ~~below)~~not ~~or (ii)~~include ~~with respect to~~ any ~~other~~adjustments ~~provision~~ relating to ~~shareholder’s~~the ~~rights~~recovery orof ~~pre-initial~~the ~~business~~recorded ~~combination~~assets ~~activity,~~or ~~unless~~ the ~~Company~~ ~~provides~~classification of the ~~Public~~liabilities ~~Shareholders~~that ~~with~~might ~~the~~be ~~opportunity~~necessary toshould ~~redeem~~the ~~their~~Company ~~Public~~be ~~Shares~~unable ~~upon~~to ~~approval~~continue ofas ~~any~~a ~~such~~going ~~amendment~~concern.

6Risks and Uncertainties

IfVarious ~~the~~social ~~Company~~and ~~has~~political ~~not~~circumstances ~~completed~~in athe ~~Business~~United ~~Combination within~~States 24and ~~months~~around ~~from~~ the ~~closing~~world of(including ~~the~~wars ~~Initial~~and ~~Public~~other ~~Offering~~forms ~~(or~~of upconflict, torising 30trade ~~months~~tensions ~~from~~between the ~~closing~~United ofStates ~~the~~and ~~Initial~~China, ~~Public~~uncertainties ~~Offering~~regarding ~~if the~~actual ~~Company’s~~and ~~board~~potential ofshifts ~~directors~~in ~~elects~~the topolicies ~~extend,~~of ~~by resolution,~~ the ~~period~~United ofStates ~~time~~related to ~~consummate~~foreign apolicy, ~~Business~~trade ~~Combination~~policy, byeconomic ~~two three-month~~policy ~~increments)~~and ~~(the~~other ~~“Combination~~policies ~~Period”)~~with other countries, ~~the~~terrorist ~~Company~~acts, ~~will~~security ~~(i)~~operations ~~cease~~and ~~all~~catastrophic ~~operations~~events ~~except~~such ~~for~~as ~~the~~fires, ~~purpose~~floods, ofearthquakes, ~~winding up~~tornadoes, ~~(ii)~~hurricanes asand ~~promptly~~global ashealth ~~reasonably~~epidemics), ~~possible~~may ~~but~~contribute ~~not~~to ~~more~~increased ~~than~~market ~~ten~~volatility ~~business~~and ~~days~~economic ~~thereafter,~~uncertainties ~~redeem~~or ~~100%~~deterioration ofin the ~~outstanding~~United ~~Public~~States ~~Shares, at~~and aworldwide. ~~per-share price~~Specifically, ~~payable~~the inongoing ~~cash,~~conflict ~~equal~~between toRussia ~~the~~and ~~aggregate~~Ukraine, ~~amount~~and ~~then~~the onongoing ~~deposit~~conflicts in the ~~Trust~~Middle ~~Account~~East, ~~including~~and ~~interest~~resulting ~~earned~~market ~~and not~~volatility ~~previously~~could ~~released~~adversely toaffect ~~pay~~ the ~~Permitted~~Company’s ~~Withdrawals,~~ability ifto ~~any~~complete ~~(less~~a upBusiness toCombination. ~~$100,000~~In ofresponse ~~interest~~ to ~~pay dissolution expenses), divided by~~ the ~~number~~conflict ofbetween ~~then~~Russia ~~issued~~ and ~~outstanding Public Shares~~Ukraine, ~~which~~the ~~redemption~~United ~~will~~States ~~completely~~and ~~extinguish~~other ~~the~~countries ~~rights~~have ofimposed ~~the~~sanctions ~~Public~~or ~~Shareholders as~~other ~~shareholders~~restrictive ~~(including~~actions ~~the~~against ~~right~~Russia. toAny ~~receive~~of ~~further~~the ~~liquidating~~above ~~distributions~~factors, ifincluding ~~any)~~sanctions, ~~and~~export ~~(iii)~~controls, ~~as promptly as reasonably possible following such redemption~~tariffs, ~~subject~~trade towars ~~the approval of the Company’s remaining Public Shareholders~~ and ~~its~~other ~~board~~governmental ~~of directors~~actions, ~~liquidate and~~could ~~dissolve,~~have ~~subject~~a inmaterial ~~each~~adverse ~~case~~effect toon the Company’s ~~obligations~~ability ~~under Cayman Islands law~~ to ~~provide~~complete ~~for~~a ~~claims~~Business ofCombination ~~creditors~~ and the ~~requirements~~value of ~~other applicable law. There will be no redemption rights or liquidating distributions with respect to~~ the Company’s ~~warrants,~~ ~~which~~securities. ~~will~~The ~~expire~~unaudited ~~worthless~~condensed iffinancial ~~the~~statements ~~Company~~do ~~fails~~not toinclude ~~complete~~any aadjustments ~~Business~~that ~~Combination~~might ~~within~~result from the ~~Combination~~outcome ~~Period~~of this uncertainty.

The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive its rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per unit ($10.025).7

InNOTE ~~order~~2 to— ~~protect~~SUMMARY ~~the~~OF ~~amounts~~SIGNIFICANT ~~held~~ACCOUNTING inPOLICIES 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 (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.025 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 $10.025 per Public Share due to reductions in the value of the trust assets, less taxes payable, 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 Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Sponsor may not be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Company’s initial Business Combination and redemptions could be reduced to less than $10.025 per Public Share. In such event, the Company may not be able to complete its initial Business Combination, and the Public Shareholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~Going~~Basis ~~Concern~~of Presentation

AsThe ofaccompanying ~~September~~unaudited ~~30,~~condensed ~~2025,~~financial ~~the~~statements ~~Company~~have ~~has~~been ~~cash~~prepared ofin ~~$97,362~~accordance ~~and~~with ~~working~~accounting ~~capital~~principles generally accepted in the United States of ~~$601,011.~~America ~~The~~(“US ~~Company~~GAAP”) ~~has~~for ~~incurred~~interim financial information and ~~expects~~in toaccordance ~~continue~~ with the instructions to ~~incur~~Form ~~significant~~10-Q ~~costs~~and inArticle ~~pursuit~~8 of ~~its~~Regulation ~~financing~~S-X ~~and~~of ~~acquisition~~the ~~plans~~SEC. ~~The~~Certain ~~Company~~information ~~anticipates~~or ~~that~~footnote ~~the~~disclosures ~~cash~~normally ~~held~~included ~~outside~~in ofunaudited ~~the Trust~~condensed ~~Account~~financial ofstatements ~~$97,362~~prepared ~~will~~in ~~not~~accordance bewith ~~sufficient~~US toGAAP ~~allow~~have ~~the~~been ~~Company~~condensed or omitted, pursuant to ~~operate~~the inrules and regulations of the ~~next~~SEC ~~twelve~~for ~~months~~interim financial reporting. ~~These~~Accordingly, ~~conditions~~they ~~raise~~do ~~substantial doubt~~not ~~about~~include all the ~~Company’s~~information ~~ability~~and tofootnotes ~~continue~~necessary asfor a ~~going~~complete ~~concern.~~presentation ~~These~~of financial ~~statements~~position, doresults ~~not~~of ~~include~~operations, ~~any~~or ~~adjustments~~cash ~~relating to~~flows. In the ~~recovery~~opinion of management, the ~~recorded~~accompanying ~~assets~~unaudited orcondensed ~~the~~financial ~~classification~~statements include all adjustments, consisting of ~~the~~a ~~liabilities~~normal ~~that~~recurring ~~might~~nature, bewhich are necessary ~~should~~for a fair presentation of the ~~Company~~financial beposition, ~~unable~~operating ~~to continue~~results asand acash ~~going~~flows ~~concern~~for the periods presented.

7The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

~~Risks~~Emerging ~~and~~Growth ~~Uncertainties~~Company

~~Various~~The ~~social~~Company ~~and~~is ~~political~~an ~~circumstances~~“emerging ~~in the~~growth ~~United~~company,” ~~States~~as ~~and~~defined ~~around~~in ~~the world~~ Section 2(~~including~~a) ~~wars and other forms~~ of ~~conflict, rising trade tensions between~~ the ~~United~~Securities ~~States and China~~Act, ~~uncertainties~~as ~~regarding~~modified ~~actual~~by ~~and~~the ~~potential~~Jumpstart ~~shifts~~Our inBusiness ~~the~~Startups ~~policies~~Act of ~~the United States related to foreign policy~~2012, ~~trade~~as ~~policy, economic~~amended ~~policy~~(the ~~and~~“JOBS ~~other policies with other countries~~Act”), ~~terrorist acts, security operations~~ and ~~catastrophic~~it ~~events~~may ~~such~~take asadvantage ~~fires,~~of ~~floods, earthquakes,~~certain ~~tornadoes,~~exemptions ~~hurricanes~~from ~~and~~various ~~global~~reporting ~~health~~requirements ~~epidemics),~~that ~~may~~are ~~contribute~~applicable to ~~increased~~other ~~market~~public ~~volatility~~companies ~~and~~that ~~economic~~are ~~uncertainties or~~not ~~deterioration~~emerging ingrowth ~~the~~companies ~~United~~including, ~~States~~but ~~and~~not ~~worldwide.~~limited ~~Specifically~~to, ~~the~~not ~~ongoing~~being ~~conflict~~required ~~between~~to ~~Russia~~comply ~~and~~with ~~Ukraine, and~~ the ~~ongoing~~independent ~~conflicts in~~registered ~~the~~public ~~Middle~~accounting ~~East,~~firm ~~and~~attestation ~~resulting~~requirements ~~market~~of ~~volatility~~Section 404 ~~could~~of ~~adversely affect~~ the ~~Company’s~~Sarbanes-Oxley ~~ability~~Act toof ~~complete~~2002, areduced ~~Business~~disclosure ~~Combination. In~~obligations ~~response~~regarding toexecutive ~~the~~compensation ~~conflict~~in ~~between~~its ~~Russia~~periodic reports and ~~Ukraine~~proxy statements, ~~the United States.~~ and ~~other~~exemptions ~~countries~~from ~~have~~the ~~imposed~~requirements ~~sanctions or other restrictive actions against Russia. Any~~ of ~~the~~holding ~~above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have~~ a ~~material~~nonbinding ~~adverse~~advisory ~~effect~~vote on ~~the~~executive ~~Company’s~~compensation ~~ability to complete a Business Combination~~ and ~~the~~shareholder ~~value~~approval of ~~the~~any ~~Company’s securities.~~golden ~~The~~parachute ~~unaudited~~payments ~~condensed financial statements do~~ not ~~include~~previously ~~any adjustments that might result from the outcome of this uncertainty~~approved.

~~NOTE~~Further, 2Section 102(b)(1) —of ~~SUMMARY~~the OFJOBS ~~SIGNIFICANT~~Act ~~ACCOUNTING~~exempts ~~POLICIES~~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 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.

~~Basis~~Use of ~~Presentation~~Estimates

The ~~accompanying~~preparation ~~unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States~~ of ~~America (“US GAAP”) for interim financial information and in accordance with~~ the ~~instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in~~ unaudited condensed financial statements ~~prepared~~ in ~~accordance~~conformity with US GAAP ~~have~~ ~~been~~requires ~~condensed~~the orCompany’s ~~omitted,~~management ~~pursuant~~ to ~~the~~make ~~rules~~estimates and ~~regulations~~assumptions ofthat affect the ~~SEC~~reported ~~for~~amounts ~~interim~~of ~~financial~~assets ~~reporting.~~and ~~Accordingly,~~liabilities ~~they do not include all the information~~ and ~~footnotes~~disclosure ~~necessary for a complete presentation~~ of ~~financial~~contingent ~~position,~~assets ~~results~~and ofliabilities ~~operations,~~at ~~or cash flows. In~~ the ~~opinion~~date of ~~management,~~ the ~~accompanying~~ unaudited condensed financial statements ~~include~~and ~~all~~the ~~adjustments,~~reported ~~consisting~~amounts of a ~~normal~~expenses ~~recurring~~during ~~nature, which are necessary for a fair presentation of~~ the ~~financial~~reporting ~~position, operating results and cash flows for the periods presented~~period.

~~The~~Making ~~accompanying~~estimates ~~unaudited~~requires ~~condensed~~management ~~financial statements~~to ~~should~~exercise besignificant ~~read~~judgment. inIt ~~conjunction~~is ~~with~~at ~~the~~least ~~Company’s~~reasonably ~~prospectus~~possible ~~for~~that ~~its~~the ~~Initial~~estimate ~~Public~~of ~~Offering as filed with~~ the ~~SEC~~effect ~~on May~~of ~~16,~~a ~~2025~~condition, assituation ~~well~~or asset ~~the~~of ~~Company’s~~circumstances ~~Current~~that ~~Report~~existed onat ~~Form~~the ~~8-K,~~date asof ~~filed with~~ the ~~SEC~~unaudited oncondensed ~~May~~financial 22statements, ~~2025.~~which ~~The~~management ~~interim~~considered ~~results~~in ~~for the~~formulating ~~three~~its ~~and~~estimate, ~~nine~~could ~~months~~change ~~ended~~in ~~September~~the ~~30,~~near ~~2025~~term ~~are~~due ~~not~~to ~~necessarily~~one ~~indicative~~or ofmore ~~the~~future ~~results~~confirming toevents. beAccordingly, ~~expected for~~ the ~~year~~actual ~~ending~~results ~~December 31,~~could ~~2025~~differ orsignificantly ~~for~~from ~~any~~those ~~future periods~~estimates.

~~Emerging~~Related ~~Growth Company~~ Parties

~~The Company is an “emerging growth company~~Parties,~~” as~~ ~~defined~~which incan ~~Section 2(~~be a) ofcorporation ~~the~~or ~~Securities Act~~individual, ~~as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that~~ are ~~applicable~~considered to ~~other public~~be ~~companies~~related ~~that~~if ~~are~~the ~~not~~Company ~~emerging~~has ~~growth~~the ~~companies including~~ability, ~~but~~directly ~~not~~or ~~limited to~~indirectly, ~~not being required~~ to ~~comply~~control ~~with~~ the ~~independent registered~~other ~~public~~party ~~accounting~~or ~~firm~~exercise ~~attestation~~significant ~~requirements~~influence ofover ~~Section 404 of~~ the ~~Sarbanes-Oxley~~other ~~Act~~party ~~of 2002, reduced disclosure obligations regarding executive compensation~~ in ~~its~~making ~~periodic~~financial ~~reports~~ and ~~proxy~~operational ~~statements,~~decisions. ~~and~~Companies ~~exemptions~~are ~~from~~also ~~the~~considered ~~requirements~~to ofbe ~~holding~~related aif ~~nonbinding advisory~~they ~~vote~~are onsubject ~~executive~~to ~~compensation~~common ~~and~~control ~~shareholder~~or ~~approval~~common ofsignificant ~~any golden parachute payments not previously approved~~influence.

8Cash and Cash Equivalents

~~Further,~~ ~~Section 102(b)(1)~~The ofCompany ~~the~~considers ~~JOBS~~all ~~Act exempts~~short-term ~~emerging~~investments ~~growth companies from being required to comply~~ with ~~new~~an ororiginal ~~revised~~maturity ~~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~~three ~~under~~months ~~the Exchange Act) are required to comply with the new~~ or ~~revised~~less ~~financial~~when ~~accounting~~purchased ~~standards. The JOBS Act provides that a company can elect~~ to ~~opt~~be ~~out~~cash ~~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~~equivalents. The Company ~~has~~did ~~elected~~ not tohave ~~opt~~any ~~out~~cash ofequivalents ~~such~~as ~~extended~~of ~~transition~~March ~~period~~31, ~~which means~~2026 ~~that when a standard is issued or revised~~ and itDecember ~~has different application dates for public or private companies~~31, ~~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~~2025. This may make comparison of the Company’s 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~~ 8

~~The~~Deferred ~~preparation~~Offering ofCosts the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

~~Making~~The ~~estimates~~Company ~~requires~~complies ~~management~~with ~~to exercise significant judgment. It is at least reasonably possible that~~ the ~~estimate~~requirements of the ~~effect~~ASC of340-10-S99-1 aand ~~condition,~~SEC ~~situation~~Staff orAccounting ~~set~~Bulletin of(“SAB”) ~~circumstances that~~Topic ~~existed~~5A at— ~~the~~“Expenses ~~date~~ of ~~the~~Offering” ~~unaudited~~and ~~condensed~~Topic ~~financial~~5T ~~statements,~~— ~~which~~“Accounting ~~management~~for ~~considered~~Expenses ~~in formulating its estimate, could change in the near term due to one~~ or ~~more~~Liabilities ~~future~~Paid ~~confirming~~by ~~events.~~Principal ~~Accordingly, the actual results could differ significantly from those estimates~~Stockholder(s).”

~~Related~~ ~~Parties~~Deferred offering costs consist of costs incurred in connection with preparation for the Initial Public Offering, which include professional and registration fees incurred. Deferred offering costs, together with the underwriting discounts and commissions, were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. As of March 31, 2026 and December 31, 2025 there were no deferred offering costs.

~~Parties,~~Income ~~which~~Taxes can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

~~Cash~~ The Company follows the asset and ~~Cash~~liability ~~Equivalents~~method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. 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 March 31, 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.

~~The~~There ~~Company~~is ~~considers~~currently ~~all~~no ~~short-term~~taxation ~~investments with~~imposed anon ~~original~~income ~~maturity~~by the Government of ~~three~~the ~~months~~Cayman orIslands. ~~less~~In ~~when~~accordance ~~purchased~~with toCayman beincome ~~cash~~tax ~~equivalents.~~regulations, ~~The~~income ~~Company~~taxes ~~did~~are not ~~have~~levied ~~any~~on ~~cash~~the ~~equivalents as~~Company. ofConsequently, ~~September~~income ~~30,~~taxes ~~2025~~are ornot ~~December 31,~~reflected ~~2024~~in the Company’s financial statements.

~~Deferred~~Net ~~Offering~~Income ~~Costs~~(Loss) per Ordinary Share

The Company complies with ~~the~~accounting and disclosure requirements of ~~the~~ FASB ASC ~~340-10-S99-1~~Topic 260, “Earnings Per Share.” Income and ~~SEC~~losses ~~Staff~~are ~~Accounting~~shared ~~Bulletin~~pro ~~(“SAB”)~~rata ~~Topic~~to 5Athe —Ordinary ~~“Expenses~~Shares. Net income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income per Ordinary Share as the redemption value approximates fair value. The calculation of diluted income per Ordinary Share does not consider the effect of the Warrants issued in connection with the Initial Public Offering” and ~~Topic 5T~~Private —Placement ~~“Accounting~~or ~~for~~the ~~Expenses~~potential ordilution ~~Liabilities~~from ~~Paid~~the byconvertible ~~Principal~~note ~~Stockholder(s)~~since their exercise is contingent upon future events.” As a result, diluted net income per ordinary share is the same as basic net income per ordinary share.

~~Deferred~~The ~~offering~~following ~~costs~~table ~~consist~~reflects ~~of costs incurred in connection with preparation for~~ the ~~Initial~~calculation ~~Public~~of ~~Offering,~~basic ~~which include professional~~ and ~~registration~~diluted ~~fees~~net ~~incurred.~~income ~~Deferred~~(loss) ~~offering costs,~~per ~~together~~share ~~with the underwriting discounts and commissions, were allocated to the separable financial instruments issued~~ (in ~~the Initial Public Offering based on a relative fair value basis~~dollars, ~~compared~~except toper ~~total~~share ~~proceeds received. As of September 30, 2025 and December 31, 2024, the Company had deferred offering costs of $0 and $597,798, respectively.~~amounts):

Income Taxes

	Three Months Ended
	March 31, 2026
	Redeemable			Non-redeemable
Basic and diluted net income (loss) per ordinary share numerator:
Interest income	$	2,091,474		$	-
Less: Allocation of expenses		(219,258	)		(63,656	)
Total	$	1,872,216		$	(63,656	)

Basic and diluted net income (loss) per ordinary share denominator:
Weighted-average ordinary shares outstanding		24,150,000			7,011,288
Basic and diluted net income (loss) per ordinary share	$	0.08		$	(0.01	)

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. 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 30, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.9

~~There~~Concentration ~~is currently no taxation imposed on income by the Government~~ of ~~the~~Credit Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements.Risk

9 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 (“FDIC”) limit and cash held in the trust with a financial institution, which, at times, may exceed the Securities Investor Protection Corporation (“SIPC”) limit. As of March 31, 2026 and December 31, 2025, the cash held did not exceed the FDIC limit. As of March 31, 2026 and December 31, 2025, the cash held in the trust in excess of the SIPC limit was $250,024,966 and $247,933,492, respectively. 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.

~~Net~~Cash ~~Income~~Held ~~(Loss)~~in ~~per~~Trust ~~Ordinary Share~~ Account

~~Net~~ ~~income~~As ~~(loss) per share is computed by dividing net income (loss) by the weighted average number~~ of ~~ordinary~~March ~~shares outstanding during the period~~31, ~~excluding~~2026 ~~ordinary~~and ~~shares~~December ~~subject to forfeiture~~31, ~~if any. At September 30,~~ 2025, the Company ~~did~~had ~~not~~$250,274,966 ~~have any dilutive securities~~ and ~~other contracts that could~~$248,183,492, ~~potentially~~respectively, be ~~exercised~~in orcash ~~converted~~held ~~into ordinary shares and then share~~ in the ~~earnings~~Trust ~~of the Company~~Account. ~~As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.~~

~~The~~Fair ~~following~~Value ~~table reflects the calculation~~ of ~~basic~~ ~~and~~Financial ~~diluted~~Instruments ~~net income (loss) per share (in dollars, except per share amounts):~~

	Three Months Ended						Nine Months Ended
	September 30, 2025						September 30, 2025
	Redeemable			Non-redeemable			Redeemable			Non-redeemable
Basic and diluted net income (loss) per share of common stock numerator:
Interest income	$	2,514,143		$	-		$	3,754,948		$	-
Less: Allocation of expenses		(261,546	)		(75,933	)		(498,305	)		(285,145	)
Total	$	2,252,597		$	(75,933	)	$	3,256,643		$	(285,145	)
Basic and diluted net income (loss) per share of common stock denominator:
Weighted-average shares outstanding		24,150,000			7,011,288			12,252,574			7,011,288
Basic and diluted net income (loss) per share of common stock	$	0.09		$	(0.01	)	$	0.27		$	(0.04	)

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

~~Concentration~~Fair ofValue ~~Credit~~Measurements ~~Risk~~

~~Financial instruments~~Fair ~~that~~value ~~potentially~~is ~~subject~~defined as the ~~Company~~price tothat ~~concentrations~~would ofbe ~~credit~~received ~~risk~~for ~~consist~~sale of aan ~~cash~~asset ~~account~~or inpaid ato ~~financial~~transfer ~~institution, which,~~of ata ~~times~~liability, ~~may~~in ~~exceed~~an ~~the~~orderly ~~Federal~~transaction ~~Deposit~~between ~~Insurance~~market ~~Corporation~~participants ~~(“FDIC”)~~at ~~limit~~the ~~and~~measurement ~~cash~~date. ~~held~~GAAP inestablishes ~~the~~a ~~trust~~three-tier ~~with~~fair avalue ~~financial institution~~hierarchy, which, atprioritizes ~~times, may exceed~~ the ~~Securities~~inputs ~~Investor~~used ~~Protection~~in ~~Corporation~~measuring ~~(“SIPC”)~~fair ~~limit~~value. AsThe ofhierarchy ~~September~~gives ~~30, 2025,~~ the ~~cash~~highest ~~held~~priority ~~did~~to ~~not~~unadjusted ~~exceed~~quoted ~~the~~prices ~~FDIC limit As of September 30, 2025, the cash held~~ in ~~the~~active ~~trust~~markets infor ~~excess~~identical ofassets ~~the SIPC limit was $245,356,825. Any loss incurred~~ or aliabilities ~~lack~~(Level 1 ofmeasurements) ~~access~~and ~~to such funds could have a significant adverse impact on~~ the ~~Company’s~~lowest ~~financial~~priority ~~condition,~~to ~~results~~unobservable ofinputs ~~operations,~~(Level 3 ~~and~~measurements). ~~cash~~These ~~flows.~~tiers include:

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

On● ~~September~~Level 302, ~~2025,~~defined ~~the~~as ~~Company~~inputs ~~had~~other ~~$245,856,825~~than quoted prices in ~~cash~~active ~~held~~markets that are either directly or indirectly observable such as quoted prices for similar instruments in ~~the~~ ~~Trust~~active ~~Account.~~markets or quoted prices for identical or similar instruments in markets that are not active; and

~~Fair~~● ~~Value~~Level of3, ~~Financial~~defined ~~Instruments~~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.

~~The~~In some circumstances, the inputs used to measure fair value might be categorized within different levels of the ~~Company’s~~fair ~~assets~~value ~~and liabilities,~~hierarchy. ~~which~~In ~~qualify~~those asinstances, ~~financial~~the ~~instruments~~fair ~~under~~value ~~ASC~~measurement ~~820,~~is ~~“Fair~~categorized ~~Value~~in ~~Measurement,”~~its ~~approximates~~entirety in the ~~carrying~~fair ~~amounts represented~~value inhierarchy based on the ~~condensed~~lowest ~~balance~~level ~~sheet,~~input ~~primarily~~that ~~due~~is significant to ~~their~~the ~~short-term~~fair ~~nature~~value measurement.

~~Fair~~The ~~Value~~fair ~~Measurements~~value of the cash held in the Trust Account is measured under Level 1 in the fair value hierarchy.

~~Fair~~Derivative ~~value~~Financial isInstruments defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. 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:

●The ~~Level~~Company 1,evaluates ~~defined~~its asfinancial ~~observable~~instruments ~~inputs~~to determine if such instruments are derivatives or contain features that qualify as ~~quoted~~embedded ~~prices~~derivatives ~~(unadjusted)~~in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for ~~identical~~as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in ~~active~~the ~~markets;~~unaudited condensed balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the unaudited condensed balance sheet date.

●Warrant ~~Level~~Instruments 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

●The ~~Level~~Company 3accounts for the Public Warrants issued in connection with the Initial Public Offering and the Private Placement Warrants in accordance with the guidance contained in FASB ASC 815, ~~defined~~“Derivatives and Hedging.” Under ASC 815-40, the Public Warrants and the Private Placement Warrants meet the criteria for equity treatment and as ~~unobservable~~such ~~inputs~~will be recorded in ~~which~~shareholders’ ~~little~~deficit. orIf nothe ~~market~~Public ~~data~~Warrants ~~exists,~~and ~~therefore~~Private ~~requiring~~Placement anWarrants ~~entity~~no tolonger ~~develop~~meet ~~its~~the ~~own~~criteria ~~assumptions~~for equity treatment, ~~such~~they aswill ~~valuations~~be ~~derived~~recorded ~~from~~as ~~valuation~~a ~~techniques~~liability inand ~~which~~remeasured ~~one~~each orperiod ~~more~~with ~~significant~~changes ~~inputs~~recorded orin ~~significant~~the ~~value~~unaudited ~~drivers~~condensed ~~are~~statements ~~unobservable~~of operations.

InClass ~~some~~A ~~circumstances,~~Ordinary ~~the~~Shares ~~inputs~~Subject ~~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.Redemption

The ~~fair~~Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s Initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies the 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 ~~cash~~redemption ~~held~~value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the ~~Trust~~carrying ~~Account is~~value ~~measured~~of ~~under~~redeemable ~~Level~~shares 1will result in charges against additional paid-in capital (to the ~~fair~~extent available) and accumulated deficit. Accordingly, as of March 31, 2026 and December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value ~~hierarchy~~as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheets.

~~Derivative~~As ~~Financial~~of ~~Instruments~~March 31, 2026 and December 31, 2025, the Class A ordinary shares subject to redemption reflected in the unaudited condensed balance sheets are reconciled in the following table:

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the condensed balance sheet date.

Gross proceeds	$	241,500,000
Less: Proceeds allocated to public warrants		(4,557,833	)
Less: Class A ordinary share issuance costs		(11,968,968	)
Add: Accretion of carrying value to redemption value		23,210,293
Class A ordinary shares subject to possible redemption December 31, 2025		248,183,492
Add: Accretion of carrying value to redemption value		2,091,474
Class A ordinary shares subject to possible redemption March 31, 2026	$	250,274,966

~~Warrant~~Recent ~~Instruments~~Accounting Standards

~~The~~Management ~~Company~~does ~~accounts~~not ~~for~~believe ~~the~~that ~~Public~~any ~~Warrants~~recently issued in, ~~connection~~but ~~with~~not ~~the~~yet ~~Initial~~effective, ~~Public~~accounting ~~Offering and the Private Placement Warrants in accordance with the guidance contained in FASB ASC 815~~standards, ~~“Derivatives~~if ~~and~~currently ~~Hedging.” Under ASC 815-40~~adopted, ~~the~~would ~~Public~~have ~~Warrants~~a ~~and~~material ~~the~~effect ~~Private~~on ~~Placement Warrants meet~~ the ~~criteria for equity treatment and as such will be recorded in shareholder~~Company’s equity. If the Public Warrants and Private Placement Warrants no longer meet the criteria for equity treatment, they will be recorded as a liability and remeasured each period with changes recorded in the unaudited condensed ~~statements~~financial ~~of operations~~statements.

~~Class~~NOTE A3 ~~Ordinary~~— ~~Shares~~INITIAL ~~Subject~~PUBLIC toOFFERING ~~Redemption~~

~~The~~ ~~Public~~Pursuant ~~Shares~~to ~~contain a redemption feature which allows for~~ the ~~redemption~~Initial ~~of such~~ Public ~~Shares~~Offering, ~~in connection with~~ the Company’s ~~liquidation~~sold 24,150,000 orunits ifat ~~there is~~ a ~~shareholder vote~~purchase orprice ~~tender~~of ~~offer~~$10.00 inper ~~connection with the Company’s initial Business Combination~~unit. InEach ~~accordance with ASC 480-10-S99, the Company classifies the~~ Public ~~Shares~~Unit ~~subject~~consists ~~to redemption outside~~ of ~~permanent~~one ~~equity~~Class asA ~~the~~ordinary ~~redemption~~share ~~provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur~~ and ~~will~~one-half ~~adjust the carrying value~~ of one redeemable ~~shares~~warrant to(“Public ~~equal the redemption value at the end of each reporting period~~Warrant”). ~~Immediately~~Each ~~upon~~whole ~~the closing of the Initial~~ Public ~~Offering,~~ ~~the~~Warrant ~~Company~~entitles ~~recognized~~ the ~~accretion~~holder ~~from initial book value~~ to ~~redemption~~purchase ~~value.~~one ~~The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, on September 30, 2025,~~ Class A ordinary ~~shares~~share ~~subject to possible redemption are presented~~ at ~~redemption~~a ~~value~~price ~~as temporary equity, outside~~ of ~~the shareholders’~~$11.50 ~~deficit~~per ~~section~~full ofshare, ~~the~~subject ~~Company’s~~to ~~unaudited~~adjustment ~~condensed~~(see ~~balance~~Note ~~sheets~~8).

OnEffective ~~September~~June 309, 2025, ~~the~~holders ~~Class~~of Athe ~~ordinary~~Company’s ~~shares~~Units ~~subject~~may elect to ~~redemption reflected~~separately intrade the ~~condensed~~Class ~~balance~~A ~~sheet~~ordinary ~~are~~shares ~~reconciled~~and Public Warrants included in the ~~following table:~~Units.

Gross proceeds	$	241,500,000
Less: Proceeds allocated to public warrants		(4,557,833	)
Less: Class A ordinary share issuance costs		(11,968,968	)
Add: Accretion of carrying value to redemption value		17,130,551
Class A ordinary shares subject to possible redemption May 15, 2025		242,103,750
Add: Accretion of carrying value to redemption value		1,240,806
Class A ordinary shares subject to possible redemption June 30, 2025		243,344,556
Add: Accretion of carrying value to redemption value		2,512,269
Class A ordinary shares subject to possible redemption September 30, 2025	$	245,856,825

NOTE 4 — PRIVATE PLACEMENT

~~Recent~~ ~~Accounting~~Simultaneously ~~Standards~~with the closing of the Initial Public Offering, the Company, in a private placement, sold 3,821,591 Private Placement Warrants to the Sponsor at a price of $1.00 per warrant. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, 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. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

InNOTE ~~November~~5 ~~2023, the FASB issued Accounting Standards Update 2023-07~~ — ~~Segment~~RELATED ~~Reporting~~PARTIES — Improvements to Reportable Segment Disclosures (“ASU 2023-07”). This update requires public entities to disclose its significant segment expense categories and amounts for each reportable segment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. As of September 30, 2025, the Company reported its operations as a single reportable segment, noting no disaggregation of Company activities, management or allocation of resources by geographic region, business activity or organizational method, thus this new guidance does not affect the disclosures. See Note 10 for further information.

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

11 On July 30, 2024, the Sponsor received 9,583,333 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for a payment of $25,000 to a vendor. On March 13, 2025, the Sponsor returned to the Company, at no cost, an aggregate of 3,740,591 Founder Shares, which the Company cancelled. Shares and associated accounts have been retroactively restated to reflect the surrender of 3,740,591 Class B ordinary shares to the Company for no consideration on March 13, 2025. On May 14, 2025 the Company issued an additional 1,168,548 Class B ordinary shares to the Sponsor for no consideration, resulting in the Sponsor owning 7,011,288 Class B ordinary shares as of May 14, 2025. Shares and associated accounts have been retroactively restated to reflect the issuance of the additional 1,168,548 Class B ordinary shares to the Sponsor on May 14, 2025.

~~NOTE 3 — INITIAL PUBLIC OFFERING~~ 11

~~Pursuant~~ toInstitutional investors (none of which are affiliated with any member of management, the ~~Initial~~Sponsor ~~Public~~or ~~Offering~~any other investor) (the “non-Sponsor investors”), accredited investors, and certain directors of the Company ~~sold~~ 24purchased 1,~~150~~545,~~000~~376 atFounder aShares from the Sponsor for an aggregate purchase price of $103,800,032. The Sponsor purchased 3,821,591 Private Placement Warrants at a price of $1.00 per ~~unit.~~warrant ~~Each~~($3,821,591 ~~Public~~in ~~Unit~~the ~~consists~~aggregate) ofin ~~one~~Private ~~Class~~Placement Athat ~~ordinary~~closed ~~share~~simultaneously ~~and~~with ~~one-half~~the closing of ~~one~~the ~~redeemable warrant~~Initial (“Public ~~Warrant”)~~Offering. ~~Each~~As ~~whole~~additional ~~Public~~consideration ~~Warrant~~to ~~entitles~~induce certain of the ~~holder~~Company’s directors and the non-Sponsor investors to purchase ~~one~~Founder ~~Class~~Shares Afrom ~~ordinary~~the ~~share~~Sponsor, atthe aCompany ~~price~~ issued an aggregate of ~~$11.50~~772,688 ~~per~~of ~~full~~the ~~share~~3,821,591 ~~subject~~Private Placement Warrants to ~~adjustment~~such ~~(see~~non-Sponsor ~~Note~~investors 8)upon the consummation of the Private Placement, at no additional cost to such non-Sponsor investors.

~~Effective~~ ~~June~~The 9,Sponsor ~~2025,~~transferred ~~holders~~an aggregate of 500,000 Founder Shares to the Company’s ~~Units~~ ~~may~~independent ~~elect~~directors and officers prior to ~~separately~~the ~~trade~~completion of the ~~Class~~Initial APublic ~~ordinary~~Offering. The Company has estimated the fair value of the 500,000 Founder Shares as $850,000 on the date of transfer. The transferred shares ~~and~~are subject to the lock-up provisions described below. As such, the Company will not recognize any expense until the Initial Business Combination is probable. The Sponsor may transfer up to an additional 200,000 Founder Shares to certain advisors after the completion of the Initial Public ~~Warrants~~Offering ~~included~~and inprior to the ~~Units~~closing of the Company’s Initial Business Combination.

~~NOTE~~ 4Up —to ~~PRIVATE~~914,514 ~~PLACEMENT~~Founder Shares held by the Sponsor were subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares would collectively represent 22.5% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. No Founder Shares were forfeited as the underwriters fully exercised the over-allotment option.

~~Simultaneously~~ ~~with~~The ~~the~~Sponsor ~~closing~~has ofagreed, ~~the~~subject ~~Initial Public~~to ~~Offering~~limited exceptions, ~~the~~not ~~Company~~to transfer, inassign aor ~~private~~sell ~~placement,~~90% ~~sold~~of ~~3,821,591~~the ~~Private~~Founder ~~Placement~~Shares ~~Warrants~~until atthe aearlier ~~price~~to occur of: ~~$1.00~~(A) ~~per~~six ~~warrant.~~months ~~Each Private~~after ~~Placement~~the ~~Warrant~~completion isof ~~exercisable~~a Business Combination and (B) subsequent to ~~purchase~~a ~~one~~Business ~~Class~~Combination, A(x) ~~ordinary~~if ~~share~~the atlast areported sale price of ~~$11.50~~the ~~per~~Class ~~share,~~A ~~subject~~ordinary toshares ~~adjustment (see~~equals ~~Note~~or 8)exceeds $11.50 ~~The~~per ~~proceeds~~share ~~from~~(as ~~the~~adjusted ~~sale~~for ofshare ~~the~~splits, ~~Private~~share ~~Placement~~capitalizations, ~~Warrants~~reorganizations, ~~were~~recapitalizations ~~added~~and to the ~~net~~like) ~~proceeds~~for ~~from~~any ~~the~~20 ~~Initial~~trading ~~Public~~days ~~Offering held~~within inany ~~the~~30-trading ~~Trust~~day ~~Account.~~period Ifcommencing ~~the~~at ~~Company~~least ~~does~~150 ~~not~~days ~~complete~~after a Business Combination, ~~within~~or ~~the~~(y) ~~Combination Period,~~ the ~~proceeds~~date ~~from~~on ~~the sale~~which of the ~~Private~~Company ~~Placement~~completes ~~Warrants~~a ~~held~~liquidation, inmerger, ~~the~~capital ~~Trust~~share ~~Account~~exchange ~~will~~or beother ~~used~~similar totransaction ~~fund~~that ~~the~~results ~~redemption~~in all of the Public ~~Shares~~Shareholders ~~(subject~~having to the ~~requirements~~right ofto ~~applicable~~exchange ~~law),~~their ~~and~~ordinary ~~the~~shares ~~Private~~for ~~Placement~~cash, ~~Warrants~~securities ~~will~~or ~~expire~~other ~~worthless.~~property; ~~The~~provided ~~Private~~that, ~~Placement~~for ~~Warrants (including~~ the ~~Class~~avoidance Aof ~~ordinary~~doubt, ~~shares~~10% ~~issuable upon exercise~~ of the ~~Private~~Founder ~~Placement~~Shares ~~Warrants)~~shall ~~will~~ not be ~~transferable,~~subject ~~assignable~~to orsuch ~~salable until~~restrictions 30(such ~~days~~date ~~after~~on which the ~~completion~~founder ofshares anare ~~initial~~no ~~Business~~longer ~~Combination,~~ subject to ~~certain~~restriction, ~~exceptions~~the “Lock-up Expiration Date”).

~~NOTE~~General 5and —Administrative ~~RELATED~~Services ~~PARTIES~~

~~Founder~~ ~~Shares~~The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor or an affiliate thereof a monthly fee of $25,000 for office space, utilities and secretarial and administrative support. For the three months ended March 31, 2026, the Company incurred general and administrative services expenses of $75,000, which are included in formation and operating expenses on the statements of operations. As of March 31, 2026 and December 31, 2025, the Company owed the Sponsor $21,460 and $8,000, respectively, under the agreement, which is included in accrued expenses on the unaudited condensed balance sheets.

OnFinancial July 30, 2024, the Sponsor received 9,583,333 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for a payment of $25,000 to a vendor. On March 13, 2025, the Sponsor returned to the Company, at no cost, an aggregate of 3,740,591 Founder Shares, which the Company cancelled. Shares and ~~associated~~Accounting accounts have been retroactively restated to reflect the surrender of 3,740,591 Class B ordinary shares to the Company for no consideration on March 13, 2025. On May 14, 2025 the Company issued an additional 1,168,548 Class B ordinary shares to the Sponsor for no consideration, resulting in the Sponsor owning 7,011,288 Class B ordinary shares as of May 14, 2025. Shares and associated accounts have been retroactively restated to reflect the issuance of the additional 1,168,548 Class B ordinary shares to the Company on May 14, 2025. Services

~~Institutional~~ ~~investors~~On ~~(none~~July of26, ~~which~~2024, ~~are~~the ~~affiliated with~~Company ~~any~~entered ~~member~~into ofan ~~management,~~agreement (the ~~Sponsor~~“Brio orAgreement”) ~~any~~with ~~other~~Brio ~~investor)~~Financial ~~(the~~Group (“~~non-Sponsor~~Brio ~~investors~~Financial”), ~~accredited~~pursuant ~~investors,~~to ~~and~~ which Brio Financial will provide certain ~~directors~~financial ofand accounting services to the Company ~~purchased~~Under 1the Brio Agreement,~~545,376~~ ~~Founder~~the ~~Shares~~Company ~~from~~agreed ~~the~~to ~~Sponsor~~pay ~~for~~Brio anFinancial ~~aggregate~~a ~~purchase~~fixed ~~price~~monthly rate of $32,~~800~~000 for recurring services,~~032.~~ ~~The Sponsor~~which ~~purchased~~commenced 3in September 2024. Additionally,~~821,591~~ ~~Private~~the ~~Placement~~Company ~~Warrants~~agreed atto pay a ~~price~~fixed ofmonthly ~~$1.00~~rate ~~per~~of ~~warrant (~~$36,~~821,591~~000 infor ~~the~~Chief ~~aggregate)~~Financial inOfficer ~~Private~~services ~~Placement that~~provided ~~closed~~by ~~simultaneously~~Ian ~~with~~Rhodes. Pursuant to the ~~closing~~terms of the ~~Initial~~Brio ~~Public~~Agreement, ~~Offering~~Mr. AsRhodes ~~additional~~will ~~consideration~~be tocompensated ~~induce~~for ~~certain~~travel ofand ~~the~~other ~~Company’s directors~~out-of-pocket costs and ~~the~~will ~~non-Sponsor~~be ~~investors~~entitled to ~~purchase~~indemnification ~~Founder~~and ~~Shares~~director ~~from~~and ~~the~~officer ~~Sponsor,~~insurance. Either the Company ~~issued~~or anBrio ~~aggregate~~Financial ofmay ~~772,688~~terminate of the ~~3,821,591~~ ~~Private~~Brio ~~Placement~~Agreement ~~Warrants~~at toany ~~such~~time, ~~non-Sponsor~~for ~~investors~~any ~~upon~~reason, ~~the~~within ~~consummation~~10 days of written notice to the ~~Private~~other ~~Placement,~~party. Mr. Rhodes is a Director at noBrio ~~additional~~Financial ~~cost to~~but ~~such~~otherwise ~~non-Sponsor~~does ~~investors~~not hold any ownership interest in Brio Financial.

~~The~~ ~~Sponsor~~For ~~transferred~~the anthree ~~aggregate~~months ofended ~~500~~March 31,~~000 Founder~~ ~~Shares~~2026 ~~to the Company’s independent directors~~ and ~~officers~~March ~~prior~~31, to2025, the ~~completion of Initial Public Offering. The~~ Company ~~has~~ ~~estimated~~incurred ~~the~~costs ~~fair value~~ of ~~the 500~~$24,000 ~~Founder~~and ~~Shares as~~ $~~850~~0,~~000~~ onrespectively, ~~the~~As ~~date~~ of ~~transfer.~~March ~~The~~31, ~~transferred~~2026 ~~shares~~and ~~are~~December ~~subject to the lock up provisions described below. As such~~31, 2025 the Company ~~will~~owed ~~not~~Brio ~~recognize~~Financial ~~any~~$40,000 ~~expense~~and ~~until the Initial Business Combination is probable. The Sponsor may transfer up to an additional 200~~$16,000, ~~Founder~~respectively, ~~Shares~~under ~~to certain advisors after~~ the ~~completion~~Brio ofAgreement, ~~the~~which ~~Initial Public~~is ~~Offering~~included ~~and~~in ~~prior~~accrued toexpenses ~~the~~on ~~closing of~~ the ~~Company’s~~unaudited ~~initial~~condensed ~~business~~balance ~~combination~~sheets.

Up to 914,514 Founder Shares held by the Sponsor were subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares would collectively represent 22.5% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. No Founder Shares were forfeited as the underwriters fully exercised the over-allotment option.12

12Due from Sponsor

The ~~Sponsor~~Company ~~has~~made ~~agreed,~~certain ~~subject~~payments toon ~~limited~~behalf ~~exceptions, not to transfer, assign or sell 90%~~ of the ~~Founder~~Sponsor. ~~Shares~~As ~~until the earlier to occur~~ of: ~~(A)~~March ~~six~~31, ~~months~~2026 ~~after the completion of a Business Combination~~ and ~~(B)~~December ~~subsequent~~31, ~~to a Business Combination~~2025, ~~(x) if~~ the ~~last~~Sponsor ~~reported~~owed ~~sale price of~~ the ~~Class~~Company ~~A ordinary shares equals or exceeds~~ $~~11.50~~0 ~~per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations~~ and ~~the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination~~$4, ~~or (y) the date on which the Company completes a liquidation~~540, merger, capital share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property; provided that, for the avoidance of doubt, 10% of the Founder Shares shall not be subject to such restrictions (such date on which the founder shares are no longer subject to restriction, the “Lock-up Expiration Date”)respectively.

~~General~~Unsecured ~~and~~Promissory ~~Administrative Services~~ Note

~~The~~ ~~Company~~On ~~entered~~March ~~into~~10, ~~an agreement~~2025, ~~commencing on~~ the ~~effective~~Sponsor ~~date~~entered ofinto ~~the~~an ~~Initial~~agreement ~~Public~~with ~~Offering through~~ the ~~earlier~~Company ofto loan the Company’s ~~consummation~~up ofto ~~a Business Combination and its liquidation~~$300,000 tounder ~~pay the Sponsor or~~ an ~~affiliate~~unsecured ~~thereof~~promissory anote ~~monthly~~to ~~fee~~be ofused ~~$25,000~~ for ~~office~~a ~~space,~~portion ~~utilities~~of ~~and~~the ~~secretarial~~expenses ~~and administrative~~of ~~support. For~~ the ~~three~~Initial ~~and~~Public ~~nine~~Offering. ~~months~~The ~~ended~~loan ~~September~~was ~~30,~~non-interest ~~2025~~bearing, ~~the~~unsecured ~~Company~~and ~~incurred~~became ~~general~~due ~~and~~at ~~administrative~~the ~~services expenses~~closing of ~~$75,000~~the ~~and~~Initial ~~$125,000,~~Public ~~respectively,~~Offering. ~~which~~The ~~are~~Company ~~included~~did innot ~~formation~~borrow ~~and~~any ~~operating~~monies ~~expenses~~under onthis ~~the~~loan ~~unaudited condensed statements of operations~~agreement.

~~Financial~~Convertible ~~and~~Promissory ~~Accounting Services~~Note

On ~~July~~Upon ~~26, 2024,~~ the ~~Company~~completion ~~entered~~of ~~into an agreement (~~the ~~“Brio~~Initial ~~Agreement”)~~Public ~~with Brio Financial Group (“Brio Financial”)~~Offering, ~~pursuant~~the toCompany ~~which~~issued ~~Brio~~the ~~Financial will~~Sponsor ~~provide~~a ~~certain~~convertible ~~financial~~promissory ~~and~~note ~~accounting services to~~ (the ~~Company,~~“Working ~~including,~~Capital ~~but~~Convertible ~~not~~Note”) ~~limited~~in ~~to, assisting~~ the ~~Company~~principal ~~with~~amount ~~developing and~~of ~~documenting~~up ato ~~monthly and quarterly accounting closing process~~$639,375 ~~preparing~~which ~~financial statements, maintaining~~ the Company’s ~~accounting system~~may ~~and~~draw ~~its~~down ~~internal~~in ~~debt~~its ~~and~~sole ~~equity ledgers~~discretion, ~~preparing~~from ~~the~~time ~~Management~~to ~~Discussion~~time ~~and~~in ~~Analysis~~order ofto ~~Financial~~pay ~~Condition~~for ~~and~~working ~~Results~~capital ~~portion of~~expenses ~~quarterly~~or ~~and~~finance ~~annual~~transaction ~~reports,~~costs ~~and assisting the Company~~ in connection with ~~the~~an intended Initial ~~Public~~Business ~~Offering~~Combination. ~~Under~~Any ~~the~~principal ~~Brio~~amounts ~~Agreement,~~outstanding under the ~~Company~~ ~~agreed~~Working toCapital ~~pay~~Convertible ~~Brio~~Note ~~Financial~~may abe ~~fixed~~converted ~~price~~into ofClass ~~$16,500~~A ~~for~~ordinary ~~initial~~shares, ~~services~~at ~~and~~ a ~~fixed~~conversion ~~monthly~~price ~~rate~~per ofshare ~~$2,000~~equal ~~for~~to ~~recurring services, which commenced in September 2024. Additionally,~~ the ~~Company~~lower ~~agreed to pay a fixed monthly rate~~ of (i) $~~6,000~~8.00 ~~for~~per ~~Chief~~share ~~Financial~~and ~~Officer services~~(ii) ~~provided~~the byvolume ~~Ian~~weighted ~~Rhodes.~~average ~~Pursuant~~price ~~to the terms~~ of the ~~Brio~~Class ~~Agreement,~~A ~~Mr.~~ordinary ~~Rhodes~~shares ~~will be compensated~~ for ~~travel~~the ~~and~~20 trading ~~other~~days ~~out-of-pocket costs~~ending ~~and~~on ~~will~~the betrading ~~entitled~~day prior to ~~indemnification and director and officer insurance. Either~~ the ~~Company~~date oron ~~Brio~~which ~~Financial may terminate~~ the ~~Brio~~ ~~Agreement~~loans atare ~~any~~converted ~~time,~~(“Note ~~for~~Conversion ~~any reason~~VWAP”), ~~within~~at 10the ~~days~~option of ~~written notice to~~ the ~~other party~~Sponsor. ~~Mr.~~Any ~~Rhodes~~amount that is anot ~~Director~~converted atinto ~~Brio~~Class ~~Financial but~~A ~~otherwise~~ordinary ~~does~~shares ~~not~~will ~~hold~~be ~~any~~repaid ~~ownership interest~~ in ~~Brio~~cash ~~Financial.~~on ~~For~~ the ~~three~~maturity ~~and~~date. ~~nine~~The ~~months~~maturity ~~ended~~date ~~September~~of ~~30,~~the ~~2025~~Working ~~the~~Capital ~~Company incurred~~Convertible ~~expenses~~Note ~~under~~will be the ~~Brio~~earlier ~~Agreement~~ of ~~$24,000~~(i) ~~and~~the ~~$72,000,~~Lock-up ~~respectively,~~Expiration ~~which~~Date ~~are~~and ~~included~~(ii) inthe ~~formation~~date ~~and~~that ~~operating expenses on~~ the ~~unaudited~~Company’s ~~condensed~~winding ~~statements~~up ofbecomes ~~operations~~effective. AsThe ~~of September 30, 2025 the~~ Company did not ~~owe~~borrow ~~Brio Financial~~ any ~~amount~~monies under ~~the~~ ~~Brio~~this ~~Agreement~~loan agreement.

~~Due~~Working ~~from~~Capital ~~Sponsor~~Loans

~~The~~ ~~Company~~In ~~made~~order ~~certain~~to ~~payments~~finance ontransaction ~~behalf~~costs ofin connection with a Business Combination, the Sponsor. Asor an affiliate of ~~September 30~~the Sponsor, ~~2025~~or certain of the Company’s officers and ~~December~~directors 31may, ~~2024~~but are not obligated to, loan the ~~Sponsor~~Company ~~owes~~funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the ~~Company~~lender’s discretion, up to $441,~~648~~500,000 ~~and~~of the notes may be converted upon completion of a Business Combination into Class A ordinary shares, at a conversion price per share equal to the lower of $08.00 and the Note Conversion VWAP, ~~respectively~~at the option of the lender. The shares issuable upon conversion of such loans would be identical to the Class A ordinary shares that are sold as a part of the Public Units in the Initial Public Offering. In the event that a Business Combination is not consummated, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Company did not borrow any monies under this loan agreement.

~~Unsecured~~NOTE ~~Promissory~~6 ~~Note~~— CONVERTIBLE NOTE

~~The~~ ~~Sponsor~~On ~~loaned~~July 24, 2025, the Company upissued toa convertible promissory note (the “Convertible Note”) in the principal amount of $~~300~~250,000 ~~under~~ with an ~~unsecured~~interest ~~promissory~~rate ~~note~~of ~~which~~0% to ~~was~~an ~~used~~investor ~~for~~of athe ~~portion~~Company. The principal balance is payable by the Company upon the earlier of: (i) the ~~expenses~~date of the consummation of the Initial ~~Public~~Business ~~Offering~~Combination and (ii) the date that the winding up of the Company is effective. ~~The~~Any ~~loan~~principal ~~was~~amounts ~~non-interest bearing~~outstanding under the Convertible Note may be converted into a number of units of the Company, ~~unsecured~~each unit consisting of one Class A ordinary share and ~~became~~one-half ~~due~~of one redeemable atwarrant of one Class A ordinary share, equal to (A) the outstanding principal amount to be converted, divided by (B) $5.00; provided, however, that the Convertible Note shall only be convertible upon, and subject to, the closing of an Initial Business Combination. The units issuable upon conversion of the Convertible Note will be identical to the Public Units that were sold in the Initial Public Offering. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, there was $0250,000 outstanding under ~~such~~the ~~promissory~~Convertible ~~note~~Note.

On January 26, 2026, the Company issued a convertible promissory note (the “Second Convertible ~~Promissory~~Note”) in the principal amount of $80,000 with an interest rate of 0% to an investor of the Company. The principal balance is payable by the Company upon the earlier of: (i) the date of the consummation of the Initial Business Combination and (ii) the date that the winding up of the Company is effective. Any principal amounts outstanding under the Second Convertible Note may be converted into a number of units of the Company, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant of one Class A ordinary share, equal to (A) the outstanding principal amount to be converted, divided by (B) $5.00; provided, however, that the Second Convertible Note shall only be convertible upon, and subject to, the closing of an Initial Business Combination. The units issuable upon conversion of the Second Convertible Note will be identical to the Public Units that were sold in the Initial Public Offering. As of March 31, 2026 and December 31, 2025, there was $80,000 and $0, respectively outstanding under the Second Convertible Note.

Upon the completion of the Initial Public Offering, the Company issued the Sponsor a convertible promissory note (the “Working Capital Convertible Note”) in the principal amount of up to $639,375 which the Company may draw down in its sole discretion, from time to time in order to pay for working capital expenses or finance transaction costs in connection with an intended initial Business Combination. Any principal amounts outstanding under the Working Capital Convertible Note may be converted into Class A ordinary shares, at a conversion price per share equal to the lower of (i) $8.00 per share and (ii) the volume weighted average price of the Class A ordinary shares for the 20 trading days ending on the trading day prior to the date on which the loans are converted (“Note Conversion VWAP”), at the option of the Sponsor. Any amount that is not converted into Class A ordinary shares will be repaid in cash on the maturity date. The maturity date of the Working Capital Convertible Note will be the earlier of (i) the Lock-up Expiration Date and (ii) the date that the Company’s winding up becomes effective. As of September 30, 2025 and December 31, 2024, there were no amounts outstanding under such promissory note.13

13NOTE 7 — COMMITMENTS AND CONTINGENCIES

~~Working~~Registration ~~Capital~~Rights ~~Loans~~

InThe ~~order~~holders toof ~~finance~~the ~~transaction~~Founder ~~costs~~Shares, inPrivate ~~connection with~~Placement aWarrants ~~Business~~and ~~Combination,~~any ~~the~~ordinary ~~Sponsor~~shares orissuable anupon ~~affiliate of~~ the ~~Sponsor,~~exercise ~~or certain~~ of the ~~Company’s~~Private ~~officers~~Placement ~~and~~Warrants ~~directors~~or ~~may, but~~issued ~~are~~upon ~~not~~conversion ~~obligated~~of ~~to, loan~~ the ~~Company funds as may be required (“~~Working Capital ~~Loans”).~~Convertible ~~Such~~Note or Working Capital Loans ~~would~~ beand ~~evidenced~~upon byconversion ~~promissory~~of ~~notes.~~the ~~The~~Founder ~~notes~~Shares ~~may~~will be ~~repaid~~entitled ~~upon~~to ~~completion~~registration ofrights pursuant to a ~~Business~~registration ~~Combination,~~rights ~~without~~agreement ~~interest,~~signed ~~or,~~prior atto the ~~lender’s~~ ~~discretion,~~Initial upPublic toOffering ~~$1,500,000~~requiring of the ~~notes~~Company ~~may~~to beregister ~~converted~~such ~~upon~~securities ~~completion~~for resale (in the case of athe ~~Business~~Founder ~~Combination~~Shares, ~~into~~only ~~Class~~after conversion to Class A ordinary shares,). atThe aholders ~~conversion~~of ~~price~~these ~~per~~securities ~~share~~are ~~equal~~entitled to ~~the~~make ~~lower~~up ofto ~~$8.00~~three ~~and~~demands, ~~the~~excluding ~~Note~~short ~~Conversion~~form ~~VWAP~~registration demands, atthat the ~~option~~Company ofregister ~~the~~such ~~lender~~securities. ~~The~~In ~~shares issuable~~addition, ~~upon~~the ~~conversion~~holders ofhave ~~such~~certain ~~loans~~“piggy-back” ~~would~~registration berights ~~identical~~with respect to ~~the~~registration ~~Class~~statements Afiled ~~ordinary~~subsequent ~~shares~~to ~~that~~completion ~~are~~of ~~sold as~~ a ~~part~~Business ofCombination ~~the~~and ~~Public~~rights ~~Units~~to in require the ~~Initial~~Company ~~Public~~to ~~Offering.~~register Infor ~~the~~resale ~~event~~such ~~that~~securities apursuant ~~Business~~to ~~Combination~~Rule 415 isunder ~~not~~the ~~consummated~~Securities Act. However, the ~~Company~~registration ~~may~~rights ~~use~~agreement aprovides ~~portion~~that ofthe ~~proceeds~~Company ~~held outside~~will ~~the~~not ~~Trust~~be ~~Account~~required to ~~repay~~effect ~~the~~or ~~Working~~permit ~~Capital~~any ~~Loans,~~registration ~~but~~or nocause ~~proceeds~~any ~~held~~registration instatement ~~the~~to ~~Trust~~become ~~Account~~effective ~~would~~until bethe ~~used~~securities tocovered ~~repay~~thereby ~~the~~are ~~Working Capital~~released ~~Loans.~~from Astheir oflock-up ~~September~~restrictions. ~~30,~~The ~~2025~~Company ~~and~~will ~~December 31,~~bear ~~2024,~~the ~~there~~expenses ~~were~~incurred noin ~~amounts~~connection ~~outstanding~~with ~~under~~ the ~~Working~~filing ~~Capital~~of ~~Loans~~any such registration statements.

~~NOTE~~Underwriting 6Agreement ~~— CONVERTIBLE NOTE~~

On ~~July~~The ~~24,~~Company ~~2025,~~granted the ~~Company~~underwriters ~~issued~~ a ~~convertible promissory~~45-day ~~note~~option ~~(the~~from ~~“Convertible Note”) in~~ the ~~principal amount of $250,000 with an interest rate of 0% to an investor of the Company. The principal balance is payable by the Company upon the earlier of: (i) the~~ date of the ~~consummation~~Initial ofPublic ~~the~~Offering ~~initial~~to ~~business combination~~purchase ~~and (ii) the date that the winding~~ up ofto ~~the Company is effective. Any principal amounts outstanding under the Investor Convertible Note may be converted into a number of units of the Company~~3, ~~each unit consisting of one Class A ordinary share and one-half of one redeemable warrant of one Class A ordinary share~~150,000 ~~equal~~additional toPublic ~~(A)~~Units ~~the outstanding principal amount~~ to becover ~~converted~~over-allotments, ~~divided by~~if ~~(B) $5.00; provided~~any, ~~however,~~at ~~that~~ the ~~Investor Convertible Note shall only be convertible upon, and subject to, the closing of an~~ Initial ~~Business~~Public ~~Combination~~Offering. The ~~units~~underwriters ~~issuable~~fully ~~upon~~exercised ~~conversion of~~ the ~~Investor~~over-allotment ~~Convertible~~option ~~Note~~as ~~will~~of beMay ~~identical~~16, ~~to the Public Units that were sold in the Initial Public Offering~~2025.

~~NOTE~~ 7The —underwriters ~~COMMITMENTS~~were ~~AND~~paid ~~CONTINGENCIES~~a cash underwriting discount of $0.05 per unit, or $1,207,500, which was paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Public Unit, or up to $8,452,500 in the aggregate, payable based on the percentage of funds remaining in the Trust Account after redemptions of Public Shares. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

~~Registration~~Service ~~Rights~~Providers Fees

~~The~~ ~~holders~~Certain ofservice ~~the~~providers ~~Founder~~have ~~Shares,~~agreed ~~Private~~to ~~Placement Warrants~~defer ~~and any ordinary shares issuable upon~~ the ~~exercise~~payment of ~~the~~certain ~~Private~~fees ~~Placement~~and ~~Warrants~~expenses oruntil ~~issued upon conversion of~~ the ~~Working Capital~~completion ~~Convertible Note or Working Capital Loans and upon conversion~~ of the ~~Founder Shares will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the~~ Initial ~~Public~~Business ~~Offering~~Combination. ~~requiring~~The ~~the~~amount ~~Company~~as ~~to register such securities for resale (in the case~~ of ~~the~~March ~~Founder Shares~~31, ~~only~~2026 ~~after~~and ~~conversion~~December ~~to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands~~31, ~~excluding short form registration demands~~2025, ~~that~~was ~~the Company register such securities. In addition~~$1,731,590 ~~the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination~~ and ~~rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However~~$1,680,435, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictionsrespectively. ~~The Company will bear the expenses incurred in connection with the filing of any such registration statements.~~

~~Underwriting~~NOTE ~~Agreement~~8 — SHAREHOLDERS’ DEFICIT

Preferred Shares — The Company ~~granted~~is ~~the~~authorized ~~underwriters~~to aissue ~~45-day option~~1,000,000 ~~from~~preference ~~the~~shares ~~date~~with ofa ~~the~~par ~~Initial~~value ~~Public~~of ~~Offering~~$0.0001 toper ~~purchase~~share upwith tosuch 3designations,~~150,000~~ ~~additional~~voting ~~Public~~and ~~Units~~other torights ~~cover~~and ~~over-allotments,~~preferences ifas ~~any, at~~may ~~the~~be ~~Initial~~determined ~~Public~~from ~~Offering.~~time ~~The~~to ~~underwriters~~time ~~fully~~by ~~exercised~~ the ~~over-allotment~~Company’s ~~option~~board asof directors. As of ~~May~~March 1631, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

~~The~~ ~~underwriters~~Class A ~~were~~Ordinary ~~paid~~Shares a— ~~cash~~The ~~underwriting discount~~Company ofis ~~$0.05~~authorized ~~per~~to ~~unit,~~issue ~~or $1~~200,~~207~~000,~~500,~~000 ~~which~~Class A ~~was~~ordinary ~~paid~~shares ~~upon~~with ~~the closing of the Initial Public Offering. In addition, the underwriters are entitled to~~ a ~~deferred~~par ~~fee~~value of $0.350001 per ~~Public~~share. ~~Unit,~~Holders orof upClass A toordinary ~~$8,452,500~~shares inare ~~the~~entitled ~~aggregate,~~to ~~payable~~one ~~based~~vote onfor ~~the~~each ~~percentage~~share. ofAs ~~funds remaining in the Trust Account after redemptions~~ of ~~Public~~March ~~Shares.~~31, ~~The~~2026 ~~deferred~~and ~~fee~~December ~~will~~31, ~~become~~2025, ~~payable~~there towere ~~the~~no ~~underwriters~~Class ~~from~~A ~~the~~ordinary ~~amounts held~~shares inissued ~~the~~or ~~Trust~~outstanding, ~~Account~~excluding ~~solely~~24,150,000 inClass ~~the~~A ~~event~~ordinary ~~that~~shares ~~the Company completes a Business Combination,~~ subject to ~~the~~possible ~~terms of the underwriting agreement~~redemption.

~~Service~~ ~~Providers~~Class B ~~Fees~~Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of March 31, 2026 and December 31, 2025, there were 7,011,288 Class B ordinary shares issued and outstanding.

~~Certain~~Only ~~service~~holders ~~providers~~of the Class B ordinary shares will have ~~agreed~~the right to ~~defer~~ vote on the ~~payment~~appointment of ~~certain~~directors ~~fees~~of ~~and~~the ~~expenses~~Company’s ~~until~~board prior to the ~~completion~~Business Combination. Holders of ordinary shares will vote together as a single class on all matters submitted to a vote of the ~~initial~~Company’s shareholders except as otherwise required by law. In connection with the Company’s Initial Business Combination., ~~The~~it ~~amount~~may asenter into a shareholders agreement or other arrangements with the shareholders of ~~September~~the ~~30,~~target ~~2025 and~~or ~~December~~other ~~31,~~investors ~~2024~~to ~~was~~provide ~~$1,650,990~~for ~~and~~voting ~~$0,~~or ~~respectively~~other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering.

14The Founder Shares are designated as Class B ordinary shares and will automatically convert at a ratio of one-for-one into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an Initial Business Combination) at the time of the Company’s Initial Business Combination.

~~NOTE 8 — SHAREHOLDERS’ DEFICIT~~ 14

~~Preferred~~NOTE ~~Shares~~9 — ~~The~~WARRANTS Company is authorized to issue 1,000,000 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. As of September 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

~~Class A~~ ~~Ordinary~~There ~~Shares~~were —15,896,591 ~~The~~warrants ~~Company is~~outstanding ~~authorized~~as toof ~~issue~~March ~~200~~31,~~000~~ 2026 and December 31, 2025, including 12,075,000 ~~Class~~Public Warrants and 3,821,591 Private Placement Warrants. There were no warrants outstanding as of December A31, ~~ordinary~~2024. ~~shares~~Public ~~with~~Warrants may only be exercised for a ~~par~~whole ~~value~~number of $0shares.~~0001~~ ~~per~~No ~~share.~~fractional ~~Holders~~warrants ofwill ~~Class A~~be ~~ordinary shares~~issued ~~are~~upon ~~entitled~~separation toof ~~one~~the ~~vote~~Public ~~for~~Units ~~each~~and ~~share~~only whole warrants will trade. AsThe Public Warrants will become exercisable on the later of ~~September~~(a) 30, ~~2025~~days ~~and~~after ~~December~~the ~~31,~~completion ~~2024,~~of ~~there~~a ~~were~~Business noCombination ~~Class~~and A(b) ~~ordinary~~12 ~~shares issued~~months orfrom ~~outstanding,~~the ~~excluding~~closing ~~24,150,000~~of ~~Class~~the AInitial ~~ordinary~~Public ~~shares~~Offering. ~~subject~~The toPublic ~~possible~~Warrants ~~redemption~~will asexpire five years after the completion of ~~September~~a ~~30,~~Business ~~2025~~Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class BA ~~Ordinary~~ordinary ~~Shares~~share —pursuant ~~The~~to ~~Company is~~the ~~authorized~~exercise of a Public Warrant and will have no obligation to ~~issue~~settle ~~20,000,000~~such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class BA ordinary shares ~~with~~issuable aupon ~~par~~exercise ~~value~~ of ~~$0.0001~~the ~~per~~warrants ~~share.~~is ~~Holders~~then ofeffective and a current prospectus relating to those Class BA ordinary shares ~~are~~is ~~entitled~~available, subject to ~~one~~the ~~vote~~Company ~~for~~satisfying ~~each~~its ~~share.~~obligations Aswith ofrespect ~~September~~to 30registration, ~~2025~~or ~~and~~a ~~December~~valid ~~31,~~exemption ~~2024~~from registration is available. No warrant will be exercisable for cash or on a cashless basis, ~~there~~and ~~were~~the 7Company will not be obligated to issue any shares to holders seeking to exercise their warrants,~~011,288~~ ~~Class~~unless Bthe ~~ordinary~~ issuance of the shares ~~issued~~upon ~~and~~such ~~outstanding~~exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.

~~Only~~ ~~holders~~The ofCompany has agreed that as soon as practicable, but in no event later than 20 business days after the ~~Class B~~closing ~~ordinary~~of ~~shares will~~a ~~have~~Business Combination, the ~~right~~Company will use its commercially reasonable efforts to ~~vote~~file, onand within 60 business days following a Business Combination to have declared effective, a registration statement covering the ~~appointment~~issuance of ~~directors~~the Class A ordinary shares issuable upon exercise of the ~~Company’s~~warrants ~~board~~and ~~prior~~to maintain a current prospectus relating to those Class A ordinary shares until the ~~Business~~warrants ~~Combination~~expire or are redeemed. ~~Holders~~Notwithstanding of the above, if the Class A ordinary shares ~~will~~are ~~vote~~at ~~together~~the astime of any exercise of a ~~single~~warrant ~~class~~not listed on ~~all~~a ~~matters~~national ~~submitted~~securities toexchange asuch ~~vote~~that ofthey satisfy the ~~Company’s~~definition ~~shareholders~~of ~~except~~a ~~as otherwise~~“covered ~~required~~security” byunder ~~law.~~Section 18(b)(1) Inof ~~connection~~the ~~with~~Securities Act, the Company’s ~~initial~~may, ~~Business~~at ~~Combination~~its option, itrequire ~~may~~holders ~~enter~~of ~~into~~Public Warrants who exercise their warrants to do so on a ~~shareholders~~“cashless ~~agreement or~~basis” ~~other~~in ~~arrangements~~accordance with ~~the~~Section 3(a)(9) ~~shareholders~~ of the ~~target~~Securities orAct ~~other~~and, ~~investors~~in tothe ~~provide~~event ~~for~~the ~~voting~~Company orso ~~other~~elects, ~~corporate~~the ~~governance~~Company ~~arrangements that~~will ~~differ~~not ~~from~~be ~~those~~required to file or maintain in effect ~~upon~~a ~~completion~~registration ofstatement, but will use its commercially reasonable efforts to register or qualify the ~~Initial~~shares ~~Public~~under ~~Offering~~applicable blue sky laws to the extent an exemption is not available.

~~The~~ ~~Founder~~Redemption ~~Shares are designated as Class B ordinary shares and will automatically convert at a ratio~~ of ~~one-for-one~~Warrants ~~into~~When ~~Class A~~the ~~ordinary~~Price ~~shares~~per ~~(which such~~ Class A ordinary ~~shares~~ ~~delivered~~share ~~upon~~Equals ~~conversion will not have redemption rights~~ or beExceeds ~~entitled~~$18.00 to— ~~liquidating~~Once ~~distributions from~~ the ~~Trust~~warrants ~~Account~~become if exercisable, the Company ~~does~~may ~~not~~redeem ~~consummate an initial Business Combination) at~~ the ~~time~~outstanding ofPublic ~~the~~Warrants: ~~Company’s initial Business Combination.~~

~~NOTE~~● 9in —whole ~~WARRANTS~~and not in part;

~~There~~● ~~were~~at 15,896,591 warrants outstanding as of September 30, 2025, including 12,075,000 Public Warrants and 3,821,591 Private Placement Warrants. There were no warrants outstanding as of December 31, 2024. Public Warrants may only be exercised for a ~~whole~~price ~~number~~ of ~~shares~~$0.01 Noper ~~fractional warrants will be issued upon separation of the~~ Public Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.Warrant;

~~The~~● ~~Company~~upon ~~will not be obligated to deliver any Class A ordinary share pursuant to the exercise of~~ a ~~Public~~minimum ~~Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance~~ of ~~the~~30 ~~Class A~~days’ ~~ordinary~~prior ~~shares~~written ~~issuable~~notice ~~upon exercise~~ of ~~the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available~~redemption, ~~subject to~~or the ~~Company~~30-day ~~satisfying~~redemption ~~its~~period ~~obligations with respect~~ to ~~registration,~~each ~~or a valid exemption from registration is available. No~~ warrant ~~will~~ be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder~~, or an exemption from registration is available.~~;

~~The~~● ~~Company has agreed that as soon as practicable~~if, ~~but~~ ~~in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file,~~ and ~~within~~only ~~60 business days following a Business Combination to have declared effective~~if, ~~a registration statement covering~~ the ~~issuance~~last ofreported ~~the~~sale ~~Class A~~price ~~ordinary shares issuable upon exercise~~ of the ~~warrants and to maintain a current prospectus relating to those~~ Class A ordinary shares ~~until~~equals ~~the warrants expire~~ or ~~are~~exceeds ~~redeemed~~$18.00 ~~Notwithstanding~~per ~~the~~share above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(~~b)(1)~~as ofadjusted ~~the~~for ~~Securities~~share ~~Act~~splits, ~~the~~share ~~Company may~~dividends, ~~at its option~~reorganization, ~~require~~recapitalizations ~~holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act~~ and, in the ~~event~~like); the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.and

15● for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

~~Redemption~~If ofand ~~Warrants~~when ~~When~~the warrants become redeemable by the ~~Price~~Company, ~~per~~the ~~Class A ordinary~~Company ~~share~~may ~~Equals~~exercise orits ~~Exceeds~~redemption ~~$18.00~~right —even ~~Once~~if ~~the~~it ~~warrants~~is ~~become~~unable ~~exercisable,~~to register or qualify the ~~Company~~underlying ~~may~~securities ~~redeem~~for ~~the~~sale ~~outstanding~~under ~~Public~~all ~~Warrants:~~applicable state securities laws.

~~● in whole and not in part;~~15

	●	at a price of $0.01 per Public Warrant;
	●	upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and

If the Company calls the warrants for redemption as described in this paragraph, its management will have the option to require any holder that wishes to exercise their warrant following the notice of redemption to do so on a cashless basis. In the case of such a cashless exercise, each holder would pay the exercise price by surrendering the Public Warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the Public Warrants. If its management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Class A ordinary shares to be received upon exercise of the Public Warrants, including the “fair market value” in such case.

● ~~if,~~The Company has established the $18.00 per share (as adjusted) redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price. If the foregoing conditions are satisfied and ~~only~~the ifCompany issues a notice of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or its Public Warrant prior to the ~~last~~scheduled ~~reported~~redemption ~~sale~~date. However, the price of the Class A ordinary shares ~~equals~~may orfall ~~exceeds~~below the $18.00 ~~per~~redemption ~~share~~trigger (price, as ~~adjusted~~well ~~for~~as ~~share~~the ~~splits,~~$11.50 ~~share~~Public ~~dividends,~~Warrant ~~reorganization,~~exercise ~~recapitalizations~~price ~~and~~after the ~~like)~~redemption notice is issued.

● 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 its Initial Business Combination at less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by its board of directors and, in the case of any 10such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its 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 its Initial Business Combination on the date of the completion of its Initial Business Combination (net of redemptions), and (z) the volume weighted average trading ~~days~~price ~~within~~of aClass A ordinary shares during the 20~~-trading~~ day trading period ~~ending~~starting on the ~~third~~ trading day prior to the ~~date~~day on which the Company ~~sends~~consummates its Initial Business Combination (such price, the ~~notice~~“Market Value”) is below $9.20 per share, then the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to ~~warrant~~the ~~holders~~nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

If ~~and~~The ~~when~~Private Placement Warrants will be identical to the ~~warrants~~Public ~~become~~Warrants ~~redeemable~~underlying by the ~~Company~~Public Units sold in the Initial Public Offering, except that the ~~Company~~Private ~~may~~Placement Warrants and the Class A ordinary shares issuable upon the exercise ~~its~~of ~~redemption~~the ~~right~~Private ~~even~~Placement ifWarrants itwill isnot ~~unable~~be totransferable, ~~register~~assignable or ~~qualify~~saleable until 30 days after the ~~underlying~~completion ~~securities~~of ~~for~~a ~~sale under~~Business ~~all~~Combination, ~~applicable~~subject ~~state~~to ~~securities~~certain ~~laws~~limited exceptions.

IfNOTE the Company calls the warrants for redemption as described in this paragraph, its management will have the option to require any holder that wishes to exercise their warrant following the notice of redemption to do so on a cashless basis. In the case of such a cashless exercise, each holder would pay the exercise price by surrendering the Public Warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 ~~trading~~— ~~days~~SEGMENT ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the Public Warrants. If its management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Class A ordinary shares to be received upon exercise of the Public Warrants, including the “fair market value” in such case.INFORMATION

~~The~~ASC ~~Company~~Topic ~~has~~280, ~~established~~Segment ~~the~~Reporting, ~~$18.00~~establishes ~~per~~standards ~~share (as~~for ~~adjusted)~~companies ~~redemption criterion discussed above~~ to ~~prevent~~report, ain ~~redemption~~their ~~call~~financial ~~unless~~statements, ~~there~~information isabout atoperating ~~the~~segments, ~~time~~products, ofservices, ~~the~~geographic ~~call~~areas, aand ~~significant premium~~major ~~to the Public Warrant exercise price~~customers. IfOperating ~~the~~segments ~~foregoing conditions~~ are ~~satisfied~~defined ~~and~~as ~~the~~components ~~Company~~of ~~issues~~an aenterprise ~~notice~~that ofengage ~~redemption of~~in ~~the~~business ~~Public~~activities ~~Warrants,~~from ~~each~~which ~~Public~~it ~~Warrant~~may ~~holder~~recognize ~~will~~revenues beand ~~entitled~~incur ~~to exercise his~~expenses, ~~her~~and orfor ~~its~~which ~~Public~~separate ~~Warrant~~financial ~~prior~~information tois ~~the~~available ~~scheduled redemption~~that ~~date.~~is ~~However,~~regularly ~~the~~evaluated ~~price~~by of the ~~Class A~~Company’s ~~ordinary~~chief ~~shares~~operating ~~may~~decision ~~fall~~maker ~~below~~in ~~the~~deciding ~~$18.00~~how ~~redemption~~to ~~trigger~~allocate ~~price,~~resources asand ~~well~~assess ~~as the $11~~performance.~~50 Public Warrant exercise price after the redemption notice is issued.~~

In ~~addition,~~The ~~if (x) the~~ Company’s ~~issues~~chief ~~additional Class A~~operating ~~ordinary~~decision ~~shares~~maker ~~or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at less than $9.20 per Class A ordinary share~~ (~~with~~“CODM”) ~~such~~has ~~issue~~been ~~price~~identified oras ~~effective issue price to be determined in good faith by its board of directors and, in~~ the ~~case~~Chief ofExecutive ~~any such issuance to the Sponsor or its affiliates~~Officer, ~~without~~who ~~taking~~reviews ~~into account any Founder Shares held by~~ the ~~Sponsor or its affiliates~~assets, asoperating ~~applicable~~results, ~~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~~financial ~~thereon,~~metrics ~~available~~ for the funding of its initial Business Combination on the date of the completion of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 day trading period starting on the trading day prior to the day on which the Company ~~consummates~~as ~~its~~a ~~initial~~whole ~~Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the Public Warrants will be adjusted (~~to ~~the~~make ~~nearest~~decisions ~~cent)~~about toallocating beresources ~~equal to 115% of the greater of the Market Value~~ and ~~the~~assessing ~~Newly~~financial ~~Issued~~performance. ~~Price~~Accordingly, ~~and~~management ~~the~~has ~~$18.00~~determined ~~per~~that ~~share redemption trigger price described above will be adjusted (to~~ the ~~nearest~~Company ~~cent)~~only tohas beone ~~equal~~reporting ~~to 180% of the greater of the Market Value and the Newly Issued Price~~segment.

The ~~Private~~CODM ~~Placement~~assesses ~~Warrants~~performance ~~will~~for ~~be identical to~~ the ~~Public~~single ~~Warrants~~segment ~~underlying~~and ~~the~~decides ~~Public~~how ~~Units~~to ~~sold~~allocate inresources ~~the~~based ~~Initial~~on ~~Public~~net ~~Offering,~~income ~~except~~or loss that ~~the~~also ~~Private~~is ~~Placement~~reported ~~Warrants~~on ~~and~~ the ~~Class A~~unaudited ~~ordinary~~condensed ~~shares~~statements ~~issuable~~of ~~upon~~operations ~~the~~as ~~exercise~~net income or loss. The measure of ~~the~~segment ~~Private~~assets ~~Placement~~is ~~Warrants~~reported ~~will~~on ~~not~~the beunaudited ~~transferable,~~condensed ~~assignable~~balance ~~or saleable~~sheets ~~until~~as 30total ~~days~~assets. ~~after~~When evaluating the ~~completion~~Company’s ofperformance aand ~~Business~~making ~~Combination~~key decisions regarding resource allocation, ~~subject~~the toCODM ~~certain~~reviews ~~limited~~several ~~exceptions~~key metrics included in net income or loss and total assets.

~~NOTE~~ 10Formation —and ~~SEGMENT~~operating ~~INFORMATION~~expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the Combination Period. The CODM also reviews formation and operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation and operating expenses, as reported on the unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

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, or group, in deciding how to allocate resources and assess performance.

	As of March 31, 2026		As of December 31, 2025
Cash	$	10,977	$	4,031
Due from Sponsor		-		4,540
Prepaid expenses		332,849		419,562
Cash held in Trust		250,274,966		248,183,492
Total Assets	$	250,618,792	$	248,611,625

~~The~~All ~~Company’s~~other ~~chief~~segment ~~operating~~items ~~decision~~included ~~maker (“CODM”)~~in ~~has~~net ~~been~~income ~~identified~~(loss) asare ~~the~~reported ~~Chief~~on ~~Executive Officer, who reviews~~ the ~~assets,~~unaudited ~~operating~~condensed ~~results,~~statements ~~and~~of ~~financial~~operations ~~metrics for the Company as a whole to make decisions about allocating resources~~ and ~~assessing~~described ~~financial~~within ~~performance.~~their ~~Accordingly,~~respective ~~management has determined that the Company only has one reporting segment~~disclosures.

~~The~~NOTE ~~CODM~~11 ~~assesses~~— ~~performance~~FAIR ~~for~~VALUE the single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed statements of operations as net income or loss. The measure of segment assets is reported on the unaudited condensed balance sheets 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.MEASUREMENTS

~~Formation~~The ~~and~~fair ~~operating~~value ~~expenses~~of ~~are reviewed and monitored by~~ the ~~CODM to manage and forecast~~ cash toheld ~~ensure~~in ~~enough~~trust ~~capital~~ is ~~available~~measured tounder ~~complete~~Level a1 ~~business~~in ~~combination or similar transaction within~~ the ~~Combination~~fair ~~Period.~~value ~~The CODM also reviews formation and operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget~~hierarchy. ~~Formation and operating expenses, as reported on the unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.~~

	As of September 30, 2025
Cash	$	97,362
Due from Sponsor		44,648
Deferred insurance and other expenses		509,419
Cash held in Trust		245,856,825
Total Assets	$	246,508,254

The fair value of the Public and Private Warrants is measured under Level 3 in the fair value hierarchy as of May 16, 2025. The fair value of Public Warrants was determined using Black-Scholes Model. The expected term of the warrant is based on the actual term of the warrant in the event of a successful business combination. The probability of an initial business combination is based on historical data from SPACs that have successfully completed an IPO and then gone on to complete a business combination. The volatility is based on historical volatility of comparable publicly traded SPACs.

~~All~~The ~~other~~Public ~~segment~~Warrants ~~items~~have ~~included~~been inclassified ~~net~~within ~~income (loss)~~shareholders’ ~~are~~equity ~~reported on the unaudited condensed statements of operations~~ and ~~described~~will ~~within~~not ~~their~~require ~~respective~~remeasurement ~~disclosures~~after issuance.

~~NOTE~~The 11market —assumptions ~~SUBSEQUENT~~used ~~EVENTS~~to determine fair value were as follows:

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through November 19, 2025, the date that the unaudited condensed financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

	As of May 16, 2025
Term		5.0 years
Dividends	$	0
Risk-free Rate		4.06	%
Probability of an Initial Business Combination		45	%
Volatility		6.0	%

17NOTE 12 — SUBSEQUENT EVENTS

~~Item~~The 2.Company ~~Management’s~~evaluated ~~Discussion~~subsequent events and ~~Analysis~~transactions ofthat ~~Financial~~occurred ~~Condition~~after ~~and~~the ~~Results~~balance ofsheet ~~Operations~~date through May 13, 2026 the date that the unaudited condensed financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events other than the below that would have required adjustment or disclosure in the unaudited condensed financial statements.

~~References~~ inOn ~~this~~April ~~report~~24, 2026, the Company issued two convertible promissory notes (the “~~Quarterly Report~~April Convertible Notes”) toin ~~“we,”~~the ~~“us”~~principal oramount ~~the~~of ~~“Company”~~$150,000 ~~refer~~each to(aggregate ~~Renatus~~of ~~Tactical~~$300,000) ~~Acquisition~~with ~~Corp~~an Iinterest rate of 8%. ~~References to~~The ~~our~~principal ~~“management”~~balance oris ~~our~~payable ~~“management~~by ~~team”~~the ~~refer~~Company toupon ~~our~~the ~~officers~~earlier ~~and~~of: ~~directors~~(i) the date of the consummation of the Initial Business Combination and ~~references~~(ii) tothe date that the ~~“Sponsor” refer~~winding toup ~~International~~of ~~SPAC~~the ~~Management~~Company ~~Group~~is Ieffective. ~~The~~Any ~~following~~principal ~~discussion~~amounts ~~and~~outstanding ~~analysis~~under the Convertible Note may be converted into a number of units of the Company’s, ~~financial~~each ~~condition~~unit consisting of one Class A ordinary share and ~~results~~ one-half of one redeemable ~~operations~~warrant ~~should~~of one Class A ordinary share, equal to (A) the outstanding principal amount to be ~~read~~converted, individed ~~conjunction~~by ~~with~~(B) $3.00; provided, however, that the ~~unaudited~~Convertible ~~condensed~~Note ~~financial~~shall ~~statements~~only be convertible upon, and ~~the~~subject ~~notes~~to, ~~thereto~~the ~~contained~~closing ~~elsewhere in~~of ~~this~~an ~~Quarterly~~Initial ~~Report~~Business Combination. ~~Certain~~The ~~information~~units ~~contained~~issuable inupon conversion of the ~~discussion~~Convertible ~~and~~Note ~~analysis~~will ~~set~~be ~~forth~~identical ~~below~~to ~~includes~~the ~~forward-looking~~Public ~~statements~~ Units that ~~involve~~were ~~risks~~sold ~~and~~in ~~uncertainties~~the Initial Public Offering.

~~Special Note Regarding Forward-Looking Statements~~17

~~Some~~Item ~~statements contained in this Quarterly Report are forward-looking in nature~~2. ~~Our forward-looking statements include, but are not limited to, statements regarding our management team~~Management’s ~~expectations,~~ ~~hopes,~~Discussion ~~beliefs,~~and ~~intentions~~Analysis ~~or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations~~ of ~~future~~Financial ~~events~~Condition or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and ~~similar~~Results ~~expressions may identify forward-looking statements, but the absence~~ of ~~these words does not mean that a statement is not forward-looking. Forward-looking statements contained in this Quarterly Report may include, for example, statements about:~~Operations

●References ~~our~~in ~~ability~~this report (the “Quarterly Report”) to ~~select~~“we,” an“us” ~~appropriate~~or ~~target~~the ~~business~~“Company” refer to Renatus Tactical Acquisition Corp I. References to our “management” or ~~businesses;~~our “management team” refer to our officers and directors and references to the “Sponsor” refer to International SPAC Management Group I. 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 ~~our~~Note ~~ability~~Regarding toForward-Looking ~~complete an initial business combination, which is impacted by various factors;~~Statements

●Some statements contained in this Quarterly Report are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our management team’s expectations, ~~around~~hopes, beliefs, intentions or strategies regarding the ~~performance~~future. ofIn aaddition, ~~prospective~~any ~~target~~statements ~~business~~that orrefer ~~businesses~~to projections, forecasts or other characterizations of ~~markets~~future events or ~~industries;~~circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements contained in this Quarterly Report may include, for example, statements about:

● ~~the~~our ~~potential~~ability ~~liquidity~~to ~~and~~select ~~trading~~an ofappropriate ~~our~~target ~~public~~business ~~securities~~or businesses;

● ~~the past performance of~~ our ~~directors,~~ability ~~executive~~to ~~officers~~complete ~~and~~an ~~their~~initial ~~affiliates~~business ~~may~~combination, ~~not~~which beis ~~indicative~~impacted ofby ~~future~~various ~~performance of an investment in us~~factors;

● our expectations around the ~~lack~~performance of a ~~market~~prospective ~~for~~target ~~our~~business ~~securities~~or businesses or of markets or industries;

● the ~~use~~potential ofliquidity ~~proceeds~~and ~~not~~trading ~~held~~of inour ~~the~~public ~~trust account or available to us from interest income on the trust account balance~~securities;

● the ~~trust~~past ~~account~~performance of our directors, executive officers and their affiliates may not ~~being~~be ~~subject~~indicative toof ~~claims~~future performance of ~~third~~an ~~parties;~~investment orin us;

● ~~our~~the ~~financial~~lack ~~performance~~of ~~following~~a ~~our~~market ~~initial~~for ~~public~~our ~~offering.~~securities;

~~The~~● ~~forward-looking~~the ~~statements~~use contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of ~~risks,~~proceeds uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not ~~limited~~held ~~to, those factors described under the heading “Risk Factors”~~ in ~~our final prospectus for our Initial Public Offering filed (as defined below) with~~ the ~~SEC~~trust onaccount ~~May 16, 2025. Should one~~ or ~~more~~available ofto ~~these~~us ~~risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects~~ from ~~those~~interest ~~projected~~income inon ~~these~~the ~~forward-looking statements.~~trust Weaccount undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.balance;

~~Overview~~● the trust account not being subject to claims of third parties; or

We● ~~are~~our afinancial ~~blank~~performance ~~check~~following company incorporated in the Cayman Islands on July 2, 2024, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial ~~business~~public ~~combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt~~offering.

WeThe ~~expect~~forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to ~~continue~~be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, ~~incur~~those ~~significant~~factors ~~costs~~ described under the heading “Risk Factors” in our Form 10-K for the ~~pursuit~~year ended December 31, 2025 filed with the SEC on March 13, 2026. Should one or more of these risks or uncertainties materialize, or should any of our ~~acquisition~~assumptions ~~plans~~prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We ~~cannot~~undertake ~~assure~~no ~~you~~obligation ~~that~~to ~~our~~update ~~plans~~or torevise ~~complete~~any forward-looking statements, whether as a ~~business~~result ~~combination~~of ~~will~~new information, future events or otherwise, except as may be ~~successful~~required under applicable securities laws.

18Overview

~~Results~~We are a blank check company incorporated in the Cayman Islands on July 2, 2024, formed for the purpose of ~~Operations~~effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial business combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 2, 2024 (inception) through September 30, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to ~~generate~~continue ~~any operating revenues until after the completion of our Business Combination. Subsequent~~ to ~~the~~incur ~~Initial Public~~significant ~~Offering,~~costs ~~we generate non-operating income~~ in the ~~form~~pursuit of ~~interest~~our ~~income~~acquisition ~~on marketable securities held in the trust account (the “Trust Account”)~~plans. We ~~incur~~cannot ~~expenses~~assure asyou athat ~~result~~our ofplans ~~being~~to complete a ~~public~~business ~~company~~combination ~~(for~~will ~~legal,~~be ~~financial reporting, accounting and auditing compliance), as well as for due diligence expenses~~successful.

For the nine months ended September 30, 2025, we had net income of $2,971,498, which consisted primarily of investment income earned on the cash held in the Trust Account of $3,753,075 partially offset by formation and operating expenses of $783,450. 18

~~For~~Results ~~the three months ended September 30, 2025, we had net income~~ of ~~$2,176,664, which consisted primarily of investment income earned on the cash held in the Trust Account of $2,512,269 partially offset by formation and operating expenses of $337,479.~~ Operations

~~Investor~~We ~~Convertible~~have ~~Note~~neither engaged in any operations nor generated any revenues to date. Our only activities from July 2, 2024 (inception) through March 31, 2026 were organizational activities, those necessary to prepare for the Initial Public 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. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest income on marketable securities held in the trust account (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.

OnFor ~~July~~the ~~24,~~three ~~2025,~~months weended ~~were~~March ~~loaned~~31, ~~$250~~2026,~~000~~ bywe ~~an investor~~had ~~pursuant~~net toincome ~~a non-interest bearing convertible promissory note (the “Investor Convertible Note”). The maturity date~~ of ~~the~~$1,808,560, ~~Investor~~which ~~Convertible~~consisted ~~Note~~primarily ~~is the earlier~~ of ~~(i)~~investment ~~the~~income ~~date~~earned on ~~which we consummate an Initial Business Combination and (ii)~~ the ~~date that~~cash ~~the~~held ~~Company’s~~in ~~winding up becomes effective. Any principal amounts outstanding under~~ the ~~Investor~~Trust ~~Convertible~~Account ~~Note may be converted into a number~~ of ~~units~~$2, ~~each unit consisting of one of our Class A ordinary shares and one-half of one redeemable warrant of one Class A ordinary share~~091,474 ~~equal~~partially tooffset ~~(A) the outstanding principal amount to be converted, divided~~ by ~~(B)~~formation ~~$5.00; provided, however, that the Investor Convertible Note shall only be convertible upon,~~ and ~~subject~~operating ~~to,~~expenses ~~the closing~~ of ~~an Initial Business Combination~~$282,914. ~~The units issuable upon conversion of the Investor Convertible Note will be identical to the Public Units that were sold in the Initial Public Offering.~~

~~Going~~Investor ~~Concern Consideration~~Convertible Note

AsOn ofJuly ~~September 30~~24, 2025, ~~the~~and ~~Company~~January ~~has~~26, ~~cash~~2026, ofwe were loaned $97250,~~362~~000 and ~~working~~$80,000, ~~capital~~respectively, ofby ~~$601,011~~certain investors pursuant to non-interest bearing convertible promissory notes (the “Investor Convertible Notes”). The ~~Company~~maturity ~~has~~date ~~incurred~~of ~~and~~the ~~expects~~Investor toConvertible ~~continue to~~Notes ~~incur~~is ~~significant~~the ~~costs~~earlier inof ~~pursuit~~(i) ofthe ~~its~~date ~~financing~~on ~~and~~which ~~acquisition~~we ~~plans.~~consummate ~~The~~an ~~Company~~Initial ~~anticipates~~Business Combination and (ii) the date that the ~~cash~~Company’s ~~held~~winding ~~outside~~up ofbecomes effective. Any principal amounts outstanding under the ~~Trust~~ ~~Account~~Investor Convertible Notes may be converted into a number of ~~$97~~units,~~362~~ ~~will~~each ~~not~~unit beconsisting ~~sufficient~~of one of our Class A ordinary shares and one-half of one redeemable warrant of one Class A ordinary share, equal to ~~allow~~(A) the ~~Company~~outstanding principal amount to ~~operate~~be inconverted, divided by (B) $5.00; provided, however, that the ~~next~~Investor ~~twelve~~Convertible ~~months~~Notes shall only be convertible upon, and subject to, the closing of an Initial Business Combination. ~~These~~The ~~conditions~~units ~~raise~~issuable ~~substantial doubt~~upon ~~about~~conversion of the ~~Company’s~~Investor ~~ability~~Convertible Notes will be identical to ~~continue~~the asPublic aUnits ~~going~~that ~~concern~~were sold in the Initial Public Offering.

~~Liquidity~~Going ~~and Capital Resources~~Concern Consideration

~~Our~~As ~~liquidity~~of ~~needs~~March ~~were~~31, ~~satisfied~~2026, ~~prior to~~ the ~~consummation~~ ofCompany ~~our~~has ~~IPO~~cash ~~through~~of ~~receipt~~$10,977 ~~from~~and ~~our~~working ~~Sponsor~~capital of $25236,~~000~~274. ~~for~~The ~~the~~Company ~~sale~~has incurred and expects to continue to incur significant costs in pursuit of ~~the~~its ~~Founder~~financing ~~Shares~~and aacquisition ~~loan~~plans. ~~from~~The Company anticipates that the ~~Sponsor,~~cash held outside of ~~up to~~the Trust Account of $~~300~~10,~~000~~977 ~~under~~will annot ~~unsecured,~~be ~~non-interest~~sufficient ~~bearing~~to ~~promissory~~allow ~~note,~~the ~~which~~Company ~~was~~to ~~repaid~~operate atin the ~~closing~~next oftwelve months. These conditions raise substantial doubt about the ~~Initial~~Company’s ~~Public~~ability ~~Offering~~to (continue as ~~defined~~ ~~below)~~a going concern.

OnLiquidity ~~May 16, 2025, we consummated the initial public offering (the “Initial Public Offering”) of 24,150,000 Units (the “Public Units”~~ and, ~~with~~Capital respect to the Class A ordinary shares and public warrants included in the Public Units, the “Public Shares”, and “Public Warrants”, respectively), including 3,150,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $241,500,000.Resources

~~Simultaneously~~Our ~~with~~liquidity ~~the~~needs ~~closing~~were ofsatisfied prior to the ~~Initial Public~~consummation ~~Offering,~~of weour ~~completed~~IPO ~~the~~through ~~private~~receipt ~~sale~~from our Sponsor of 3$25,~~821,951~~000 ~~warrants~~for (the ~~“Private~~sale ~~Placement~~of ~~Warrants”) to~~ the ~~Sponsor and~~Founder ~~the~~Shares ~~underwriters at~~ a ~~purchase~~loan ~~price~~from ofthe ~~$1.00 per Private Placement Warrant~~Sponsor, ~~generating~~of ~~gross~~up ~~proceeds~~ to ~~the~~$300,000 ~~Company~~under ofan $3unsecured,~~821,591 (the~~ ~~“Private~~non-interest ~~Placement”).~~bearing ~~The~~promissory ~~Private~~note, ~~Placement~~which ~~Warrants~~was ~~are~~repaid ~~identical~~at to the ~~Public~~closing ~~Warrants~~of ~~sold in~~ the Initial Public Offering (as defined below).

~~Following~~On May 16, 2025, we consummated the ~~closing~~initial ofpublic offering (the “Initial Public Offering ~~and~~”) of 24,150,000 Units (the ~~Private~~“Public ~~Placement~~Units” and, awith ~~total~~respect ofto ~~$242,103,750 was~~the ~~placed~~Class A ordinary shares and public warrants included in the ~~Trust~~Public ~~Account.~~Units, Wethe ~~incurred~~“Public ~~$12~~Shares”,~~213,743~~ ofand ~~transaction~~“Public ~~costs~~Warrants”, ~~consisting~~ ofrespectively), $1including 3,~~207~~150,~~500~~000 ofUnits ~~cash~~issued ~~underwriting~~pursuant ~~fee,~~to ~~$8,452,500~~the exercise of ~~deferred~~the ~~underwriting~~underwriters’ ~~fee,~~over-allotment ~~and~~option. The Units were sold at a price of $210.00 per Unit,~~553,743~~ ofgenerating ~~other~~gross ~~offering~~proceeds ~~costs~~to the Company of $241,500,000.

19Simultaneously with the closing of the Initial Public Offering, we completed the private sale of 3,821,591 warrants (the “Private Placement Warrants”) to the Sponsor and the underwriters at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $3,821,591 (the “Private Placement”). The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering.

~~For~~Following the ~~nine~~closing ~~months~~of ~~ended~~the ~~September~~Initial ~~30,~~Public ~~2025, cash~~Offering ~~used~~and inthe ~~operating~~Private ~~activities was $1~~Placement,~~133,595.~~ ~~Net~~a ~~income~~total of $2242,~~971~~103,~~498~~ 750 was ~~affected~~placed byin ~~interest~~the ~~earned~~Trust onAccount. ~~cash~~We ~~held~~incurred in$12,213,743 ~~the~~of ~~Trust~~transaction ~~Account~~ costs, consisting of $31,~~753~~207,~~075,~~500 ~~and~~of ~~net~~cash ~~change~~underwriting infee, ~~operating~~$8,452,500 ~~assets~~of ~~and~~deferred ~~liabilities~~underwriting offee, and $~~352~~2,~~018~~553,743 of other offering costs.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, cash used in ~~investing~~operating activities was $~~242~~(77,~~103~~594). Net income of $1,~~750~~808,460 ~~which~~was isaffected ~~the~~by ~~amount~~interest ~~required~~earned toon becash ~~deposited~~held ~~into~~in the Trust ~~from~~Account ~~the~~of ~~Initial~~$(2,091,474), ~~Public Offering~~and net change in operating assets and ~~Private~~liabilities ~~Placement~~of $205,420.

For the nine months ended September 30, 2025, cash provided by financing activities was $243,334,707, which is the proceeds from the Initial Public Offering and the Private Placement, net of offering costs and $250,000 in proceeds from the issuance of a convertible note.19

AsFor ofthe ~~September~~three ~~30,~~months ~~2025,~~ended weMarch ~~had~~31, 2026, cash ~~held~~provided ~~in the~~by ~~Trust~~investing ~~Account~~activities ofwas $~~245~~4,~~856~~540,~~825.~~ ~~We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (~~which ~~interest~~is ~~shall be net of any franchise and income taxes payable and excluding deferred underwriting commissions), to complete our initial business combination. To~~ the ~~extent~~amount ~~that~~required ~~our share capital or debt is used, in whole or in part, as consideration~~ to ~~complete our initial business combination, the remaining proceeds held in the trust account will~~ be ~~used~~deposited asinto ~~working capital to finance~~ the ~~operations~~Trust offrom the ~~target~~Initial ~~business~~Public orOffering ~~businesses, make other acquisitions~~ and ~~pursue~~Private ~~our growth strategies~~Placement.

AsFor ofthe ~~September~~three ~~30,~~months ~~2025,~~ended weMarch ~~had cash of $97~~31,~~362 in~~ ~~our operating bank account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses~~2026, ~~perform~~ ~~business~~cash ~~due~~provided ~~diligence~~by onfinancing ~~prospective~~activities ~~target~~was ~~businesses~~$80,000, ~~travel~~which tois ~~and~~the proceeds from the ~~offices,~~issuance ~~plants or similar locations~~ of ~~prospective target~~a ~~businesses~~convertible ~~or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination~~note.

InAs ~~order~~of toMarch ~~fund~~31, ~~working~~2026, ~~capital~~we ~~deficiencies or~~had ~~finance~~cash ~~transaction~~held ~~costs~~ in ~~connection with our initial business combination,~~ the ~~Sponsor~~Trust orAccount ~~any~~ of ~~its affiliates or certain of our directors and officers may~~$250, ~~but are not obligated to~~274, ~~loan us funds as may be required (the “Working Capital Loans”)~~966. IfWe ~~we complete~~intend ~~an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released~~ to ~~us. In the event that the initial business combination is not consummated, we may~~ use asubstantially ~~portion~~all of the ~~working~~funds ~~capital~~ held ~~outside~~in the trust account, toincluding ~~repay~~any ~~such loaned~~ amounts, ~~but~~representing nointerest ~~proceeds~~earned ~~from~~on ~~our~~the trust account ~~would~~(which beinterest ~~used~~shall ~~for~~be ~~such~~net ~~repayment. Up to $1,500,000~~ of ~~such Working~~any ~~Capital~~franchise ~~Loans~~and ~~for~~income ~~each~~taxes ~~such~~payable ~~person~~and ~~may~~excluding bedeferred ~~converted~~underwriting ~~into~~commissions), ~~Class A~~to ~~ordinary~~complete ~~shares~~our atinitial abusiness ~~conversion price per share equal to the lower of (i) $8~~combination.00 ~~and~~To ~~(ii)~~ the ~~volume~~extent ~~weighted~~that ~~average~~our ~~price~~share ofcapital ~~the~~or ~~Class~~debt Ais ~~ordinary~~used, ~~shares~~in ~~for~~whole ~~the~~or ~~20 trading~~in ~~days~~part, ~~ending on~~as ~~the~~consideration ~~trading day prior~~ to ~~the~~complete ~~date~~our oninitial ~~which~~business ~~the loans are converted~~combination, at the ~~option~~remaining ofproceeds ~~the~~held ~~lender. Any~~in ~~shares~~the ~~issued~~trust ~~upon~~account ~~conversion of~~will ~~such~~be ~~Working~~used ~~Capital~~as ~~Loans~~working ~~would~~capital ~~be identical~~ to finance the ~~Class A~~operations ~~ordinary~~of ~~shares~~the ~~that~~target ~~are~~business ~~sold~~or asbusinesses, amake ~~part~~other ofacquisitions ~~the~~and ~~Public~~pursue ~~Units~~our ofgrowth ~~the Initial Public Offering~~strategies.

IfAs ~~our~~of ~~estimate~~March of31, ~~the~~2026, ~~costs~~we ofhad ~~identifying~~cash ~~a target~~of ~~business~~$10,977 ~~undertaking~~ in~~-depth~~ ~~due~~our ~~diligence~~operating ~~and~~bank ~~negotiating~~account. aWe ~~business~~intend ~~combination~~to ~~are~~use ~~less than~~ the ~~actual~~funds ~~amount~~held ~~necessary~~outside ~~to do~~the ~~so,~~trust weaccount ~~may~~primarily ~~have~~to ~~insufficient~~identify ~~funds~~and ~~available~~evaluate totarget ~~operate~~businesses, ~~our~~perform business ~~prior~~due todiligence ~~our~~on ~~initial~~prospective ~~business~~target ~~combination. Moreover~~businesses, wetravel ~~may need~~ to ~~obtain~~and ~~additional~~from ~~financing~~the ~~either~~offices, toplants ~~complete~~or ~~our~~similar ~~initial~~locations ~~business~~of ~~combination~~prospective ortarget ~~because~~businesses weor ~~become~~their ~~obligated~~representatives toor ~~redeem~~owners, areview ~~significant number~~corporate ofdocuments ~~our~~and ~~public~~material ~~shares~~agreements ~~upon completion~~ of ~~our~~prospective ~~initial~~target ~~business combination~~businesses, inand ~~which~~structure, ~~case~~negotiate weand ~~may~~complete ~~issue~~our ~~additional~~initial ~~securities or incur debt in connection with such~~ business combination.

~~Off-Balance~~In ~~Sheet~~order ~~Arrangements~~to fund working capital deficiencies or finance transaction costs in connection with our initial business combination, the Sponsor or any of its affiliates or certain of our directors and officers may, but are not obligated to, loan us funds as may be required (the “Working Capital Loans”). If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that the initial business combination is not consummated, 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 Working Capital Loans for each such person may be converted into Class A ordinary shares at a conversion price per share equal to the lower of (i) $8.00 and (ii) the volume weighted average price of the Class A ordinary shares for the 20 trading days ending on the trading day prior to the date on which the loans are converted, at the option of the lender. Any shares issued upon conversion of such Working Capital Loans would be identical to the Class A ordinary shares that are sold as a part of the Public Units of the Initial Public Offering.

WeIf ~~have~~our noestimate ~~obligations,~~of ~~assets~~the orcosts ~~liabilities, which~~of ~~would~~identifying bea ~~considered~~target ~~off~~business, undertaking in-~~balance~~depth ~~sheet~~due ~~arrangements~~diligence asand ofnegotiating ~~September~~a ~~30,~~business ~~2025.~~combination Weare less than the actual amount necessary to do ~~not~~so, ~~participate~~we inmay ~~transactions~~have ~~that~~insufficient ~~create~~funds ~~relationships with~~available ~~unconsolidated~~to ~~entities~~operate orour ~~financial~~business ~~partnerships~~prior to our initial business combination. Moreover, ~~often~~we ~~referred~~may need to asobtain ~~variable~~additional ~~interest~~financing ~~entities,~~either ~~which~~to ~~would~~complete ~~have~~our ~~been~~initial ~~established for~~business ~~the~~combination ~~purpose~~or ofbecause ~~facilitating~~we ~~off-balance~~become ~~sheet~~obligated ~~arrangements.~~to Weredeem ~~have~~a ~~not~~significant ~~entered~~number ~~into~~of ~~any~~our ~~off-balance~~public ~~sheet~~shares ~~financing~~upon ~~arrangements, established~~completion ~~any~~of ~~special~~our ~~purpose~~initial ~~entities~~business combination, ~~guaranteed~~in ~~any~~which ~~debt~~case orwe ~~commitments~~may ofissue ~~other~~additional ~~entities,~~securities or ~~purchased~~incur ~~any~~debt ~~non-financial~~in ~~assets~~connection with such business combination.

~~Contractual~~Off-Balance ~~Obligations~~Sheet Arrangements

~~Except~~We ~~for~~have ~~the~~no ~~Investor~~obligations, ~~Convertible~~assets ~~Note~~or liabilities, wewhich would be considered off-balance sheet arrangements as of March 31, 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 ~~long~~off-~~term~~balance ~~debt~~sheet financing arrangements, ~~capital~~established ~~lease~~any ~~obligations~~special purpose entities, ~~operating~~guaranteed ~~lease~~any ~~obligations~~debt or ~~long~~commitments of other entities, or purchased any non-~~term~~financial ~~liabilities~~assets.

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Units to cover over-allotments, if any, at the Initial Public Offering. The underwriters fully exercised the over-allotment option as of May 16, 2025.20

20Contractual Obligations

~~The~~Except ~~underwriters~~for ~~were paid a cash underwriting discount of $0.05 per Unit, or $1,207,500, which was paid upon~~ the ~~closing~~Investor ofConvertible ~~the Initial Public Offering. In addition~~Notes, ~~the~~we ~~underwriters are~~do ~~entitled~~not tohave aany ~~deferred~~long-term ~~fee of $0.35 per Unit~~debt, orcapital uplease ~~to $8~~obligations,~~452,500~~ inoperating ~~the~~lease ~~aggregate,~~obligations ~~payable~~or ~~based~~long-term ~~on the percentage of funds remaining in the Trust Account after redemptions of Public Shares~~liabilities. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

~~Critical~~The ~~Accounting~~Company ~~Estimates~~granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Units to cover over-allotments, if any, at the Initial Public Offering. The underwriters fully exercised the over-allotment option as of May 16, 2025.

The ~~preparation~~underwriters ofwere ~~the~~paid ~~unaudited~~a ~~condensed~~cash ~~financial statements~~underwriting ~~and~~discount ~~related~~of ~~disclosures~~$0.05 inper ~~conformity~~Unit, ~~with~~or ~~accounting~~$1,207,500, ~~principles~~which ~~generally~~was ~~accepted~~paid inupon the ~~United~~closing ~~States~~ of ~~America requires management to make estimates and assumptions that affect~~ the ~~reported~~Initial ~~amounts~~Public ofOffering. ~~assets~~In ~~and liabilities~~addition, ~~disclosure~~the ofunderwriters ~~contingent~~are ~~assets and~~entitled ~~liabilities~~to ata ~~the~~deferred ~~date~~fee of ~~the~~$0.35 ~~financial~~per ~~statements~~Unit, ~~and~~or ~~income~~up ~~and~~to ~~expenses~~$8,452,500 ~~during~~in the ~~periods~~aggregate, ~~reported.~~payable ~~Making~~based ~~estimates~~on ~~requires management~~the topercentage ~~exercise~~of ~~significant~~funds ~~judgement.~~remaining Itin ~~is at least reasonably possible that~~ the ~~estimate~~Trust ofAccount ~~the~~after ~~effect~~redemptions of aPublic ~~condition,~~Shares. ~~situation or~~The ~~set~~deferred offee ~~circumstances~~will ~~that~~become ~~existed~~payable atto the ~~date~~underwriters offrom the ~~financial~~amounts ~~statements,~~held ~~which management considered~~ in ~~formulating~~the ~~its~~Trust ~~estimate, could~~Account ~~change~~solely in the ~~near~~event ~~term~~that ~~due to one or more future confirming events. Accordingly,~~ the ~~actual~~Company ~~results~~completes ~~could~~a ~~materially~~Business ~~differ from those estimates. As of September 30~~Combination, ~~2025,~~subject weto ~~had~~ the ~~following~~terms ~~critical accounting estimates: fair value~~ of ~~public~~the ~~and~~underwriting ~~private warrants and fair value of shares transferred to directors~~agreement.

~~Item~~Critical 3.Accounting ~~Quantitative and Qualitative Disclosures About Market Risk~~Estimates

WeThe ~~are~~preparation aof ~~smaller~~the ~~reporting~~unaudited ~~company~~condensed asfinancial ~~defined by~~statements ~~Rule 12b-2 of~~and related disclosures in conformity with accounting principles generally accepted in the ~~Securities~~United ~~Exchange~~States ~~Act~~of America requires management to make estimates and assumptions that affect the reported amounts of ~~1934~~assets and liabilities, asdisclosure ~~amended~~of (contingent assets and liabilities at the ~~“Exchange~~date ~~Act”)~~of the financial statements, and ~~are~~income ~~not~~and ~~required~~expenses during the periods reported. Making estimates requires management to ~~provide~~ exercise significant judgement. It is at least reasonably possible that the ~~information~~estimate ~~otherwise~~of ~~required~~the ~~under~~effect ~~this~~of ~~item~~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 March 31, 2026, we had the following critical accounting estimates: fair value of public and private warrants and fair value of shares transferred to directors.

Item 43. ~~Controls~~Quantitative and ~~Procedures~~Qualitative Disclosures About Market Risk

~~Evaluation~~We are a smaller reporting company as defined by Rule 12b-2 of ~~Disclosure~~the ~~Controls~~Securities Exchange Act of 1934, as amended (the “Exchange Act”) and ~~Procedures~~are not required to provide the information otherwise required under this item.

~~Disclosure~~Item controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms4. ~~Disclosure~~Controls ~~controls~~ and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.Procedures

~~Under~~Evaluation ~~the supervision and with the participation~~ of ~~our~~Disclosure ~~management,~~Controls ~~including our Certifying Officers, we carried out an evaluation of the effectiveness of the design~~ and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the quarterly period ended September 30, 2025.Procedures

~~Changes~~Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in ~~Internal~~our ~~Control~~reports ~~over~~filed or submitted under the Exchange Act 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 information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial ~~Reporting~~ Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

~~There~~Under ~~was~~the nosupervision ~~change~~and inwith the participation of our ~~internal~~management, ~~control~~including ~~over financial~~our ~~reporting~~Certifying ~~that~~Officers, ~~occurred~~we ~~during~~carried out an evaluation of the ~~quarterly~~effectiveness ~~period~~of ~~ended~~the ~~September~~design ~~30,~~and ~~2025~~operation ~~that~~of ~~has~~our ~~materially~~disclosure ~~affected,~~controls orand isprocedures ~~reasonably likely~~as todefined ~~materially~~in ~~affect~~Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our ~~internal~~Certifying ~~control~~Officers ~~over~~concluded ~~financial~~that ~~reporting~~our disclosure controls and procedures were effective as of the end of the quarterly period ended March 31, 2026.

21Changes in Internal Control over Financial Reporting

~~PART~~There IIwas -no ~~OTHER~~change ~~INFORMATION~~in our internal control over financial reporting that occurred during the quarterly period ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Item 1. Legal Proceedings~~21

~~None~~PART II - OTHER INFORMATION

Item 1A1. ~~Risk~~Legal ~~Factors~~Proceedings

Investing in our securities involves a high degree of risk. In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in our final prospectus for our Initial Public Offering filed with the SEC on May 16, 2025, which could materially affect our business, financial condition, or future results.None

~~The~~Item ~~notes~~1A. toRisk ~~our financial statements contain an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”~~ Factors

AtInvesting ~~September~~in ~~30,~~our ~~2025,~~securities weinvolves ~~had~~a ~~cash~~high ofdegree ~~$97,362 and working capital~~ of ~~$601,011~~risk. ~~Further,~~In weaddition ~~expect~~ to ~~incur~~the ~~significant~~other ~~costs~~information inset ~~pursuit~~forth ~~of our financing and acquisition plans. Management’s plans to address this need for capital are discussed~~ in ~~the section of~~ this Quarterly Report, you ~~titled~~should ~~“Management’s~~carefully ~~Discussion and~~consider ~~Analysis~~the offactors ~~Financial~~discussed ~~Condition~~in our ~~and~~Annual ~~Results~~Report ofon ~~Operations.”~~Form ~~Our~~10-K ~~plans~~filed towith ~~raise~~the ~~capital~~SEC ~~and~~on toMarch ~~consummate our initial business combination may not be successful. These factors~~13, ~~among others~~2026, ~~raise~~which ~~substantial~~could ~~doubt~~materially ~~about~~affect our ~~ability~~business, ~~to continue as a going concern. The~~ financial ~~statements~~condition, ~~contained~~or ~~elsewhere~~future ~~in this Quarterly Report do not include any adjustments that might result from our inability to continue as a going concern~~results.

~~Item~~The 2.notes ~~Unregistered~~to ~~Sales~~our offinancial ~~Equity~~statements ~~Securities~~contain ~~and~~an ~~Use~~explanatory ofparagraph ~~Proceeds~~that expresses substantial doubt about our ability to continue as a “going concern.”

OnAt ~~July~~March 3031, ~~2024 Sponsor subscribed for 9~~2026,~~583,333 founder~~ ~~shares~~we ~~for~~had acash ~~total subscription price~~ of $2510,~~000~~977 and ~~fully~~working ~~paid~~capital ~~for~~of ~~those shares~~$236,274. ~~On March 13~~Further, ~~2025,~~we ~~Sponsor~~expect ~~surrendered~~to ~~for~~incur ~~cancellation 3,740,591~~significant ~~founder~~costs ~~shares~~in ~~held~~pursuit byof itour ~~for~~financing noand ~~consideration~~acquisition plans. OnManagement’s ~~May~~plans ~~14, 2025 the Company issued an additional 1,168,548 Class B ordinary shares~~ to ~~the~~address ~~Sponsor~~this need for nocapital ~~consideration,~~are ~~resulting~~discussed in the ~~Sponsor~~section ~~owning 7,011,288 Class B ordinary shares as~~ of ~~May~~this ~~14,~~Quarterly ~~2025.~~Report ~~Accordingly, Sponsor~~titled “Management’s ~~initial~~Discussion ~~investment~~and inAnalysis us of ~~$25,000~~Financial ~~resulted~~Condition inand anResults ~~effective purchase price~~ of $0Operations.~~004~~” ~~per~~Our ~~share~~plans ~~for the 7,011,288 founder shares held by it (up~~ to ~~914,514~~raise ofcapital ~~which~~and ~~were subject~~ to ~~forfeiture~~consummate byour ~~Sponsor~~initial ~~depending~~business oncombination ~~the~~may ~~extent~~not tobe ~~which~~successful. ~~the~~These ~~underwriters’ over-allotment~~factors, ~~option~~among ~~was~~others, ~~exercised).~~raise ~~The~~substantial ~~underwriters~~doubt ~~fully~~about ~~exercised~~our ~~the~~ability ~~over-allotment~~to ~~option~~continue as ofa going ~~May 16, 2025~~concern. The ~~foregoing~~financial ~~issuance of~~statements ~~securities~~contained ~~was~~elsewhere ~~made~~in ~~pursuant~~this toQuarterly ~~the~~Report ~~exemption~~do ~~from~~not ~~registration~~include ~~contained~~any inadjustments ~~Section~~that ~~4(a)(2)~~might ofresult ~~the~~from ~~Securities~~our ~~Act~~inability ofto ~~1933,~~continue as ~~amended~~a going concern.

OnItem ~~May 14, 2025, the Company consummated the Initial Public Offering of 24,150,000 Units at $10~~2.00 ~~per~~Unregistered ~~Unit,~~Sales ~~generating gross proceeds~~ of ~~$241,500,000.~~Equity ~~Simultaneously~~Securities ~~with~~and ~~the~~Use ~~closing~~ of ~~the~~ ~~Initial Public Offering, the Company consummated the private sale of 3,821,951 Private Placement Warrants to the Sponsor at a purchase price of $1~~Proceeds.~~00 per Private Placement Warrant, generating gross proceeds to the Company of $3,821,591. The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering.~~

OfOn ~~the~~July ~~gross~~30, ~~proceeds~~2024 ~~received~~Sponsor ~~from~~subscribed ~~the~~for ~~Initial Public~~9,583,333 ~~Offering~~founder ~~and~~shares ~~the~~for ~~Private~~a ~~Placement,~~total ansubscription ~~aggregate~~price of $~~242~~25,~~103,750 was~~000 ~~placed~~and infully ~~the~~paid ~~trust~~for ~~account~~those shares. ~~The~~On ~~proceeds~~March ~~held~~13, in2025, ~~the trust~~Sponsor ~~account~~surrendered ~~will~~for becancellation ~~invested~~3,740,591 orfounder shares held ~~either~~by ~~(i)~~it infor Uno consideration.S. ~~government~~On ~~securities~~May 14, ~~within~~2025 the ~~meaning~~Company ~~set~~issued ~~forth~~an inadditional ~~Section~~1,168,548 ~~2(a)(16)~~Class ofB ~~the Investment~~ordinary ~~Company~~shares ~~Act,~~to ~~with~~the aSponsor ~~maturity~~for ofno ~~185 days or less~~consideration, orresulting in ~~any~~the ~~open-ended~~Sponsor ~~investment~~owning ~~company~~7,011,288 ~~that~~Class ~~holds~~B ~~itself~~ordinary ~~out~~shares as aof ~~money market~~May ~~fund~~14, ~~meeting~~2025. ~~certain~~Accordingly, ~~conditions~~Sponsor’s ofinitial ~~Rule~~investment ~~2a-7~~in us of ~~the~~$25,000 ~~Investment~~resulted ~~Company~~in ~~Act,~~an ~~(ii)~~effective aspurchase ~~uninvested~~price ~~cash,~~of or$0.004 ~~(iii)~~per anshare ~~interest~~for ~~bearing bank~~the ~~demand~~7,011,288 ~~deposit~~founder ~~account~~shares orheld ~~other~~by ~~accounts~~it at(up ato ~~bank~~914,514 asof ~~determined~~which were subject to forfeiture by Sponsor depending on the ~~Company,~~extent ~~until~~to which the ~~earlier~~underwriters’ ~~of:~~over-allotment (ioption was exercised). The underwriters fully exercised the ~~completion~~over-allotment option as of aMay ~~business combination~~16, ~~and~~2025. ~~(ii)~~The ~~the~~foregoing ~~distribution~~issuance of securities was made pursuant to the ~~funds~~exemption from registration contained in Section 4(a)(2) of the ~~trust~~Securities ~~account~~Act toof ~~the~~1933, ~~Company’s~~as ~~shareholders~~amended.

WeOn ~~incurred~~May a16, ~~total~~2025, the Company consummated the Initial Public Offering of ~~$12~~24,~~213~~150,~~743~~000 ofUnits ~~transaction costs~~at $10.00 per Unit, ~~consisting~~generating gross proceeds of $1241,~~207,~~500,000. Simultaneously with the closing of ~~cash~~the ~~underwriting~~Initial ~~fee~~Public Offering, $8the Company consummated the private sale of 3,~~452~~821,~~500~~951 Private Placement Warrants to the Sponsor at a purchase price of ~~deferred~~$1.00 ~~underwriting~~per ~~fee~~Private Placement Warrant, ~~and~~generating gross proceeds to the Company of $23,~~553~~821,~~743~~591. ofThe ~~other~~Private ~~offering~~Placement ~~costs~~Warrants are identical to the Public Warrants sold in the Initial Public Offering.

~~For~~Of athe ~~description~~gross ofproceeds received from the ~~use~~Initial Public Offering and the Private Placement, an aggregate of $242,103,750 was placed in the trust account. The proceeds ~~generated~~ held in ~~our~~the ~~Initial~~trust ~~Public~~account ~~Offering,~~will ~~see~~be ~~Part~~invested Ior held either (i) in U.S. government securities, ~~Item~~within the meaning set forth in Section 2(a)(16) of ~~this~~the ~~Form~~Investment 10Company Act, with a maturity of 185 days or less, or in any open-Qended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the funds in the trust account to the Company’s shareholders.

OnWe ~~July~~incurred ~~24,~~a ~~2025,~~total weof ~~were loaned~~ $~~250~~12,~~000~~213,743 ~~by an investor pursuant Investor Convertible Note. The maturity date~~ of ~~the~~transaction Investor Convertible Note is the earlier of (i) the date on which we consummate an Initial Business Combination and (ii) the date that the Company’s winding up becomes effective. Any principal amounts outstanding under the Investor Convertible Note may be converted into a number of unitscosts, ~~each unit~~ consisting of ~~one~~$1,207,500 of ~~our~~cash ~~Class~~underwriting ~~A ordinary shares and one-half of one redeemable warrant of one Class A ordinary share~~fee, ~~equal to (A) the outstanding principal amount to be converted, divided by (B)~~ $~~5.00; provided~~8, ~~however~~452,500 ~~that~~of ~~the~~deferred ~~Investor~~underwriting ~~Convertible Note shall only be convertible upon~~fee, and ~~subject to~~$2,553,743 ~~the closing~~ of another ~~Initial~~offering ~~Business Combination~~costs. The units issuable upon conversion of the Investor Convertible Note will be identical to the Public Units that were sold in the Initial Public Offering. The proceeds from the Investor Convertible Note will be used for general corporate purposes.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 3.2 ~~Defaults~~of ~~Upon~~this ~~Senior~~Form ~~Securities~~10-Q.

~~None~~On July 24, 2025 and January 26, 2026, we were loaned $250,000 and $80,000, respectively, by certain investors pursuant the Investor Convertible Notes. The maturity date of the Investor Convertible Notes is the earlier of (i) the date on which we consummate an Initial Business Combination and (ii) the date that the Company’s winding up becomes effective. Any principal amounts outstanding under the Investor Convertible Notes may be converted into a number of units, each unit consisting of one of our Class A ordinary shares and one-half of one redeemable warrant of one Class A ordinary share, equal to (A) the outstanding principal amount to be converted, divided by (B) $5.00; provided, however, that the Investor Convertible Notes shall only be convertible upon, and subject to, the closing of an Initial Business Combination. The units issuable upon conversion of the Investor Convertible Notes will be identical to the Public Units that were sold in the Initial Public Offering. The proceeds from the Investor Convertible Notes will be used for general corporate purposes.

~~Item 4. Mine Safety Disclosures~~22

~~None~~Item 3. Defaults Upon Senior Securities

22None

Item 54. ~~Other~~Mine ~~Information~~Safety Disclosures

None

Item 65. ~~Exhibits~~Other Information

~~The~~ ~~following~~None ~~exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.~~

No.		Description of Exhibit
3.1		Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
4.1		Warrant Agreement, dated May 14, 2025, between the Company and Odyssey Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
10.1		Private Placement Warrants Purchase Agreement, dated May 14, 2025, between the Company and International SPAC Management Group I (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
10.2		Investment Management Trust Agreement, dated May 14, 2025, between the Company and Odyssey Transfer and Trust Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
10.3		Registration Rights Agreement, dated May 14, 2025, among the Company, International SPAC Management Group I LLC and the other Holders (as defined therein) signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
10.4		Letter Agreement, dated May 14, 2025, among the Company, International SPAC Management Group I LLC, certain investors in International SPAC Management Group I LLC and each of the initial shareholders, directors and officers of the Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
10.5		Letter Agreement, dated May 14, 2025, among the Company and certain investors of the Company (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
10.6		Administrative Services Agreement, dated May 14, 2025, by and between the Company and International SPAC Management Group I LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
10.7		Form of Indemnification Agreement between the Company and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
10.8		Working Capital Convertible Note, dated as of May 16, 2025, issued to International SPAC Management Group I LLC (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-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 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).

Item 6. Exhibits

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

** 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, as amended, except as shall be expressly set forth by specific reference in such filing.

No.		Description of Exhibit
3.1		Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
4.1		Warrant Agreement, dated May 14, 2025, between the Company and Odyssey Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
10.1		Private Placement Warrants Purchase Agreement, dated May 14, 2025, between the Company and International SPAC Management Group I (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
10.2		Investment Management Trust Agreement, dated May 14, 2025, between the Company and Odyssey Transfer and Trust Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
10.3		Registration Rights Agreement, dated May 14, 2025, among the Company, International SPAC Management Group I LLC and the other Holders (as defined therein) signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
10.4		Letter Agreement, dated May 14, 2025, among the Company, International SPAC Management Group I LLC, certain investors in International SPAC Management Group I LLC and each of the initial shareholders, directors and officers of the Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
10.5		Letter Agreement, dated May 14, 2025, among the Company and certain investors of the Company (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
10.6		Administrative Services Agreement, dated May 14, 2025, by and between the Company and International SPAC Management Group I LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
10.7		Form of Indemnification Agreement between the Company and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
10.8		Working Capital Convertible Note, dated as of May 16, 2025, issued to International SPAC Management Group I LLC (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K (File No. 001-42650), filed with the SEC on May 19, 2025).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-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 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).

23* Filed herewith.

~~SIGNATURES~~** 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, as amended, except as shall be expressly set forth by specific reference in such filing.

~~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.~~23

	RENATUS TACTICAL ACQUISITION CORP I
Date: November 19, 2025	By:	/s/ Eric Swider
	Name:	Eric Swider
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: November 19, 2025	By:	/s/ Ian Rhodes
	Name:	Ian Rhodes
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SIGNATURES

24In 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.

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	RENATUS TACTICAL ACQUISITION CORP I

Date: May 13, 2026	By:	/s/ Eric Swider
	Name:	Eric Swider
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May 13, 2026	By:	/s/ Ian Rhodes
	Name:	Ian Rhodes
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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