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: 001-42818

CSLM DIGITAL ASSET ACQUISITION CORP III, LTD

(Exact name of registrant as specified in its charter)

000-00000

Cayman Islands		N/A00-0000000
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

2400 E. Commercial Boulevard, Suite 900 Ft. Lauderdale, FL		33308
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (954) 315-9381

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	KOYNU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	KOYN	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	KOYNW	The Nasdaq Stock Market LLC

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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 definition 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 12~~May 14, ~~2025~~2026, there were 23,891,250 Class A ordinary shares, par value $0.0001, issued and outstanding, and 7,666,667 Class B ordinary shares, $0.0001 par value, issued and outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	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 and December 31, 2025 (Unaudited)	1
	Condensed Statements of Operations for the three and nine months ended September 30, 2025 (Unaudited) and for the period from July 26, 2024 (Inception) through September 30, 2024 (Unaudited)	2
	Condensed Statements of Operations for the three months ended March 31, 2026 and March 31, 2025 (Unaudited)	2
	Condensed Statement of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2025 (Unaudited) and for the period from July 26, 2024 (Inception) through September 30, 2024 (Unaudited)	3
	Condensed Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2026 and March 31, 2025 (Unaudited)	3
	Condensed Statements of Cash Flows for the nine months ended September 30, 2025 (Unaudited) and for the period from July 26, 2024 (Inception) through September 30, 2024 (Unaudited)	4
	Condensed Statements of Cash Flows for the three months ended March 31, 2026 and March 31, 2025 (Unaudited)	4
	Notes to Unaudited Condensed Financial Statements	5
	Notes to the Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2728
Item 4.	Controls and Procedures	2728
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	29
Item 1A.	Risk Factors.	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	29
Item 3.	Defaults Upon Senior Securities.	30
Item 4.	Mine Safety Disclosures.	30
Item 5.	Other Information.	30
Item 6.	Exhibits.	31

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

CSLM Digital Asset Acquisition Corp III, Ltd

CONDENSED BALANCE SHEETS

	September 30, 2025			December 31, 2024
	(Unaudited)			(Audited)
Assets:
Current assets
Cash	$	3,526,414		$	-
Due from related party		2,322			-
Prepaid expenses – current		100,860			-
Total current assets		3,629,596			-
Non-current assets
Treasury Securities held in Trust Account		230,876,657			-
Prepaid expenses – non-current		68,014			-
Deferred offering costs		-			35,480
Total non-current assets		230,944,671			35,480
Total Assets	$	234,574,267		$	35,480
Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit:
Current liabilities
Accounts payable	$	112,333		$	-
Accrued expenses		34,839			11,426
Accrued offering costs		-			35,480
Promissory note – related party		-			11,394
Total current liabilities		147,172			58,300
Non-current liabilities
Deferred underwriting commissions		9,200,000			-
Total non-current liabilities		9,200,000			-
Total Liabilities		9,347,172			-
Commitments and Contingencies (Note 7)
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 and 0 shares issued and outstanding at redemption value as of September 30, 2025 and December 31, 2024, respectively		230,876,657			-
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of September 30, 2025 and December 31, 2024, respectively		-			-
Class A ordinary shares, $0.0001 par value; 445,000,000 shares authorized; 891,250 and 0 shares issued and outstanding (excluding 23,000,000 and 0 shares subject to possible redemption) as of September 30, 2025 and December 31, 2024, respectively		89			-
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,666,667 and 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024		767			-
Additional paid-in capital		-			-
Accumulated deficit		(5,650,418	)		(22,820	)
Total Shareholders’ Deficit		(5,649,562	)		(22,820	)
Total Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit	$	234,574,267		$	35,480

(UNAUDITED)

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


	March 31, 2026			December 31, 2025
Assets:
Current assets
Cash and cash equivalents	$	2,802,146		$	3,108,288
Prepaid expenses – current		139,217			75,000
Total current assets		2,941,363			3,183,288
Non-current assets
Treasury Securities held in Trust Account		235,300,119			233,253,391
Prepaid expenses – non-current		30,616			49,110
Total non-current assets		235,330,735			233,302,501
Total Assets	$	238,272,098		$	236,485,789

Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit:
Current liabilities
Accounts payable	$	119,807		$	104,043
Accrued expenses		497,883			105,515
Due to related party		35,000			-
Total current liabilities		652,690			209,558
Non-current liabilities
Deferred underwriting commissions		9,200,000			9,200,000
Total non-current liabilities		9,200,000			9,200,000
Total Liabilities		9,852,690			9,409,558

Commitments and Contingencies (Note 7)
Class A ordinary shares, $0.0001 par value; 445,000,000 shares authorized, 23,000,000 shares subject to possible redemption issued and outstanding at redemption value		235,300,119			233,253,391

Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		-			-
Class A ordinary shares, $0.0001 par value; 445,000,000 shares authorized; 891,250 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption)		89			89
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,666,667 shares issued and outstanding		767			767
Additional paid-in capital		-			-
Accumulated deficit		(6,881,567	)		(6,178,016	)
Total Shareholders’ Deficit		(6,880,711	)		(6,177,160	)
Total Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit	$	238,272,098		$	236,485,789

1The accompanying notes are an integral part of these unaudited condensed financial statements.

~~CSLM Digital Asset Acquisition Corp III, Ltd~~1

~~CONDENSED~~CSLM ~~STATEMENTS~~Digital OFAsset ~~OPERATIONS~~Acquisition ~~(UNAUDITED)~~Corp III, Ltd

	Three Months Ended September 30, 2025			Nine Months Ended September 30, 2025			For the Period From July 26, 2024 (Inception) Through September 30, 2024
Loss from operations:
Formation, general and administrative expenses	$	210,041		$	302,303		$	7,543
Insurance expense		6,986			6,986			-
Listing fees		9,557			9,557			-
Net loss from operations		(226,584	)		(318,846	)		(7,543	)
Other income (expense):
Interest income on Trust Account		876,657			876,657			-
Share based compensation expense		(559,000	)		(559,000	)		-
Net other income		317,657			317,657			-
Net income (loss)	$	91,073		$	(1,189	)	$	(7,543	)
Basic and diluted weighted average Class A ordinary shares subject to possible redemption outstanding		8,500,000			2,864,469			-
Basic and diluted net income (loss) per Class A ordinary shares subject to possible redemption	$	0.71		$	2.10		$	-
Basic and diluted weighted average Class A & Class B ordinary shares not subject to possible redemption outstanding		7,996,042			7,159,839			-
Basic and diluted net loss per Class A & Class B ordinary shares not subject to possible redemption	$	(0.74	)	$	(0.84	)	$	-

CONDENSED STATEMENTS OF OPERATIONS

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


	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025
Loss from operations:
Formation, general and administrative expenses	$	689,750		$	31,587
Insurance expense		18,493			-
Listing fees		20,783			-
Net loss from operations		(729,026	)		(31,587	)
Other income (expense):
Interest income on Trust Account		2,046,728			-
Interest income on cash and cash equivalents		25,475			-
Net other income		2,072,203			-
Net income (loss)	$	1,343,177		$	(31,587	)

Basic and diluted weighted average Class A ordinary shares subject to possible redemption outstanding		23,000,000			-
Basic and diluted net income per Class A ordinary shares subject to possible redemption	$	0.07		$	-
Basic and diluted weighted average Class A & Class B ordinary shares not subject to possible redemption outstanding		8,557,917			6,666,667
Basic and diluted net loss per Class A & Class B ordinary shares not subject to possible redemption	$	(0.02	)	$	(0.00	)

~~CSLM~~The ~~Digital~~accompanying notes ~~Asset~~are ~~Acquisition~~an ~~Corp~~integral ~~III,~~part ~~Ltd~~of these unaudited condensed financial statements.

~~CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT~~2

~~FOR~~CSLM ~~THE~~Digital ~~THREE~~Asset ~~AND~~Acquisition ~~NINE~~Corp ~~MONTHS ENDED SEPTEMBER 30~~III, ~~2025~~Ltd

	Class A ordinary shares				Class B ordinary shares				Additional Paid-In			Accumulated			Total Shareholder’s
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance as of January 1, 2025		-	$	-		-	$	-	$	-		$	(22,820	)	$	(22,820	)
Class B ordinary shares issued to Sponsor		-		-		7,666,667		767		24,233			-			25,000
Net loss		-		-		-		-		-			(31,587	)		(31,587	)
Balance as of March 31, 2025 (Audited)		-		-		7,666,667		767		24,233			(54,407	)		(29,407	)
Net loss		-		-		-		-		-			(60,675	)		(60,675	)
Balance as of June 30, 2025 (Unaudited)		-		-		7,666,667		767		24,233			(115,082	)		(90,082	)
Sale of Units in IPO		-		-		-		-		5,492,537			-			5,492,537
Sale of Private Placement Units		891,250		89		-		-		8,912,411			-			8,912,500
Allocated value of transaction costs to Warrants		-		-		-		-		(340,189	)		-			(340,189	)
Transfer of Class B ordinary shares to Directors		-		-		-		-		559,000			-			559,000
Remeasurement of temporary equity to redemption value		-		-		-		-		(14,647,992	)		(5,626,409	)		(20,274,401	)
Net income		-		-		-		-		-			91,073			91,073
Balance as of September 30, 2025 (Unaudited)		891,250	$	89		7,666,667	$	767	$	-		$	(5,650,418	)	$	(5,649,562	)

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

~~FOR THE PERIOD FROM JULY 26, 2024~~ (~~INCEPTION~~UNAUDITED) ~~THROUGH SEPTEMBER 30, 2024~~

	Class A ordinary shares				Class B ordinary shares				Additional Paid-In		Accumulated			Total Shareholder’s
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of July 26, 2024 (Inception)		-	$	-		-	$	-	$	-	$	-		$	-
Net loss		-		-		-		-		-		(7,543	)		(7,543	)
Balance as of September 30, 2024 (Unaudited)		-	$	-		-	$	-	$	-	$	(7,543	)	$	(7,543	)

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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


	Class A ordinary shares				Class B ordinary shares				Additional Paid-In		Accumulated			Total Shareholder’s
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2026		891,250	$	89		7,666,667	$	767	$	-	$	(6,178,016	)	$	(6,177,160	)
Remeasurement of temporary equity to redemption value		-		-		-		-		-		(2,046,728	)		(2,046,728	)
Net income		-		-		-		-		-		1,343,177			1,343,177
Balance as of March 31, 2026		891,250	$	89		7,666,667	$	767	$	-	$	(6,881,567	)	$	(6,880,711	)

3FOR THE THREE MONTHS ENDED MARCH 31, 2025

CSLM Digital Asset Acquisition Corp III, Ltd

	Class A ordinary shares				Class B ordinary shares				Additional Paid-In		Accumulated			Total Shareholder’s
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2025		-	$	-		-	$	-	$	-	$	(22,820	)	$	(22,820	)
Class B ordinary shares issued to Sponsor⁽¹⁾		-		-		7,666,667		767		24,233		-			25,000
Net loss		-		-		-		-		-		(31,587	)		(31,587	)
Balance as of March 31, 2025		-	$	-		7,666,667	$	767	$	24,233	$	(54,407	)	$	(29,407	)

~~CONDENSED~~(1) ~~STATEMENTS~~Includes OFup ~~CASH~~to ~~FLOWS~~1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (~~UNAUDITED~~Note 8).

	Nine Months Ended September 30, 2025			For the Period From July 26, 2024 (Inception) Through September 30, 2024
Cash Flows from Operating Activities:
Net loss	$	(1,189	)	$	(7,543	)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation, general and administrative expenses paid by Sponsor under promissory note – related party		-			7,543
Interest income on Trust Account		(876,657	)		-
Share based compensation expense		559,000			-
Changes in operating assets and liabilities:
Prepaid expenses		(168,874	)		-
Accounts payable		112,333			-
Accrued expenses		23,413			-
Net cash used in operating activities		(351,974	)		-
Cash Flows from Investing Activities:
Investment in Trust Account		(230,000,000	)		-
Net cash used in investing activities		(230,000,000	)
Cash Flows from Financing Activities:
Proceeds from sale of Units		230,000,000			-
Proceeds from sale of Private Placement Units		8,912,500			-
Payment of underwriter fees and commissions		(4,700,000	)		-
Proceeds from issuance of Class B ordinary shares		25,000			-
Proceeds from promissory note – related party		259,000			-
Payment of promissory note – related party		(272,716	)		-
Payment of offering costs		(345,396	)		-
Net cash provided by financing activities		233,878,388			-
Net change in cash		3,526,414			-
Cash – beginning of period		-			-
Cash – end of period	$	3,526,414		$	-
Supplemental disclosure of non-cash investing and financing activities:
Initial fair value of Class A ordinary shares subject to possible redemption	$	210,602,256		$	-
Remeasurement of Class A ordinary shares to redemption value	$	20,274,401		$	-

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

~~The accompanying notes are an integral part of the condensed financial statements.~~3

4CSLM Digital Asset Acquisition Corp III, Ltd

~~CSLM~~ ~~Digital~~STATEMENTS ~~Asset~~OF ~~Acquisition Corp III, Ltd~~CASH FLOWS

~~NOTES~~(UNAUDITED) ~~TO CONDENSED FINANCIAL STATEMENTS~~

SEPTEMBER 30, 2025


	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025
Cash Flows from Operating Activities:
Net income (loss)	$	1,343,177		$	(31,587	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income on Trust Account		(2,046,728	)		-
Changes in operating assets and liabilities:
Prepaid expenses		(45,723	)		-
Due to related party		35,000
Accounts payable		15,764			36,143
Accrued expenses		392,368			(4,556	)
Net cash used in operating activities		(306,142	)		-

Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares		-			25,000
Net cash provided by financing activities		-			25,000

Net change in cash and cash equivalents		(306,142	)		25,000
Cash and cash equivalents – beginning of period		3,108,288			-
Cash and cash equivalents – end of period	$	2,802,146		$	25,000

Supplemental disclosure of non-cash investing and financing activities:
Remeasurement of Class A ordinary shares to redemption value	$	2,046,728		$	-
Deferred offering costs included in accrued offering costs	$	-		$	85,281

~~Note~~The 1accompanying notes —are ~~Organization~~an ~~and~~integral ~~Business~~part ~~Operations~~of these unaudited condensed financial statements.

CSLM Digital Asset Acquisition Corp III, Ltd (formerly known as, CSLM Acquisition Corporation II, Ltd) (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 26, 2024. The Company was incorporated for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target, and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.4

AsCSLM ofDigital ~~September 30,~~Asset ~~2025,~~Acquisition ~~the~~Corp ~~Company has not commenced any operations. All activity for the period from July 26~~III, 2024 (inception) through September 30, 2025 relates to the Company’s formation and the Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company may generate non-operating income in the form of interest income on cash, cash equivalents, and United States Treasury Securities and dividend income from marketable securities purchased from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.Ltd

OnNOTES ~~August 28,~~TO ~~2025,~~THE UNAUDITED ~~the~~CONDENSED ~~Company~~FINANCIAL consummated the initial public offering (the “Initial Public Offering”) of 23,000,000 units (the “Units”), including the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Each Unit consists of one Class A ordinary share (the “Public Shares”), and one-half of one redeemable warrant (the “Public Warrants”).STATEMENTS

~~Simultaneously with the closing of the Initial Public Offering~~MARCH 31, the Company consummated the sale of 891,250 units (the “Private Units” and, with respect to the Class A ordinary shares included in the Private Units being offered, the “Private Placement Shares”) at a price of $10.00 per Private Placement Unit, in a private placement to the Company’s sponsor, CSLM Acquisition Sponsor II, Ltd (the “Sponsor”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”), the representative of the underwriter in the Initial Public Offering, generating gross proceeds of $8,912,550. Each Private Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”). Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.2026

~~Transaction~~Note ~~costs~~1 ~~amounted~~— toOrganization $14,245,395, consisting of $4,600,000 of cash underwriting fee, up to $9,200,000 of deferred underwriting fee (based on the percentage of funds remaining in the Trust Account after redemptions of Public Shares in accordance with the Underwriting Agreement between the Company and ~~CCM),~~Business ~~and $445,395 of other offering costs.~~Operations

CSLM Digital Asset Acquisition Corp III, Ltd (formerly known as, CSLM Acquisition Corporation II, Ltd) (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 26, 2024. The Company’s ~~management~~was ~~has~~incorporated ~~broad~~for ~~discretion~~the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with ~~respect~~one toor more businesses (the ~~specific~~“Business ~~application~~Combination”). ofThe ~~the~~Company ~~net~~has ~~proceeds~~not ofselected ~~the~~any ~~Initial~~specific ~~Public~~Business ~~Offering~~Combination target, and the ~~Private~~Company ~~Placement~~has ~~Units~~not, ~~although~~nor ~~substantially~~has ~~all~~anyone ofon ~~the~~its ~~net~~behalf, ~~proceeds~~engaged ~~are~~in ~~intended~~any tosubstantive bediscussions, ~~generally~~directly ~~applied~~or ~~toward~~indirectly, ~~consummating~~with aany Business Combination ~~(less~~target ~~deferred~~with ~~underwriting~~respect ~~commissions)~~to an initial Business Combination with the Company. The Company has selected December 31 as its fiscal year end.

~~The~~As ~~Company’s~~of ~~Business~~March 31, ~~Combination~~2026, ~~must~~the beCompany ~~with~~has ~~one~~not orcommenced ~~more~~any ~~target~~operations. ~~businesses~~All ~~that~~activity ~~together~~for ~~have~~the aperiod ~~fair~~from ~~market~~July 26, ~~value~~2024 ~~equal~~(inception) tothrough atMarch 31, ~~least~~2026 ~~80%~~relates ofto the ~~net~~Company’s ~~balance~~formation inand the ~~Trust~~Initial ~~Account~~Public Offering (as defined below). ~~(excluding~~The ~~the~~Company ~~amount~~will ofnot ~~deferred~~generate ~~underwriting~~any ~~discounts~~operating ~~held~~revenues ~~and~~until ~~taxes~~after ~~payable on~~ the ~~income~~completion ~~earned~~of onits ~~the~~initial ~~Trust~~Business ~~Account)~~Combination, at the ~~time of the signing an agreement to enter into a Business Combination~~earliest. ~~However,~~The ~~the~~ Company ~~will~~may ~~only~~generate ~~complete a Business Combination if the post~~non-~~Business~~operating ~~Combination~~income ~~company~~in ~~owns or acquires 50% or more of~~ the ~~outstanding~~form ~~voting securities~~ of ~~the~~interest ~~target~~income oron ~~otherwise~~cash, ~~acquires~~cash aequivalents, ~~controlling~~and ~~interest~~United inStates ~~the~~Treasury ~~target~~Securities ~~sufficient~~and ~~for~~dividend itincome ~~not~~from tomarketable besecurities ~~required~~purchased tofrom ~~register~~the asproceeds anderived ~~investment~~from ~~company under~~ the ~~Investment~~Initial ~~Company~~Public ~~Act~~Offering ~~of 1940,~~ (as ~~amended~~defined ~~(the “Investment Company Act”~~below). ~~There is no assurance that the Company will be able to successfully effect a Business Combination.~~

5On August 28, 2025, the Company consummated the initial public offering (the “Initial Public Offering”) of 23,000,000 units (the “Units”), including the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Each Unit consists of one Class A ordinary share (the “Public Shares”), and one-half of one redeemable warrant (each whole redeemable warrant a “Public Warrants”).

~~Following~~Simultaneously with the closing of the Initial Public Offering, ~~an aggregate of $10.00 per Unit sold in~~ the ~~Initial~~Company ~~Public~~consummated ~~Offering, or $230,000,000, from~~ the ~~net proceeds of the~~ sale of ~~the Units and the Private Units~~891,250 ~~was~~units ~~placed in a trust account~~ (the “~~Trust~~Private ~~Account~~Units”) and, ~~is initially invested only in U.S. government treasury obligations~~ with arespect ~~maturity~~to ofthe ~~185~~Class ~~days~~A orordinary ~~less~~shares orincluded in ~~money market funds meeting certain conditions under Rule 2a-7 under~~ the ~~Investment~~Private ~~Company~~Units ~~Act~~being ~~which~~offered, ~~invest only in direct U.S. government treasury obligations;~~ the ~~holding~~“Private ofPlacement ~~these~~Shares”) ~~assets~~at ina ~~this~~price ~~form is intended to be temporary and for the sole purpose~~ of ~~facilitating the intended Business Combination~~$10.00 Toper ~~mitigate~~Private ~~the~~Placement ~~risk~~Unit, ~~that~~in ~~the~~a ~~Company~~private ~~might~~placement ~~be deemed~~ to ~~be an investment company for purposes of~~ the ~~Investment~~ Company’s ~~Act~~sponsor, ~~which~~CSLM ~~risk~~Acquisition ~~increases~~Sponsor ~~the longer that the Company holds investments in the Trust Account~~II, ~~the~~Ltd ~~Company may, at any time~~ (~~based on~~ the ~~management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act~~“Sponsor”), ~~instruct the trustee to liquidate the investments held in the Trust Account~~ and ~~instead~~Cohen to& ~~hold~~Company ~~the~~Capital ~~funds~~Markets, ~~in the Trust Account in cash or in an interest bearing demand deposit account at~~ a ~~bank.~~division ~~Except~~of ~~with~~Cohen ~~respect~~& ~~to interest earned on the funds held in the Trust Account that may be released to the~~ Company ~~to pay its taxes~~Securities, ifLLC ~~any, the proceeds from the Initial Public Offering and the sale of the Private Units will not be released from the Trust Account until the earliest of~~ (i“CCM”) ~~the completion of the Company’s initial Business Combination~~, ~~(ii)~~ the ~~redemption~~representative of the ~~Company’s~~underwriter ~~Public~~in ~~Shares if~~ the ~~Company is unable to complete the initial Business Combination within 24 months from the closing of the~~ Initial Public Offering, orgenerating bygross ~~such~~proceeds ~~earlier liquidation date as the Company’s board~~ of ~~directors may approve (the “Completion Window”)~~$8, ~~subject to applicable law~~912,500. orEach ~~(iii)~~Private ~~the~~Unit ~~redemption~~consists of ~~the~~one ~~Company’s~~Class ~~Public~~A ~~Shares~~ordinary ~~properly~~share ~~submitted in connection with a shareholder vote to amend the Company’s amended~~ and ~~restated~~one-half ~~memorandum and articles~~ of ~~association~~one toredeemable ~~(A)~~warrant ~~modify~~ (the ~~substance~~“Private orPlacement ~~timing~~Warrants” ofand ~~the~~together ~~Company’s obligation to allow redemption in connection~~ with the ~~initial Business Combination or to redeem 100% of the Company’s~~ Public ~~Shares~~Warrants, if the ~~Company~~“Warrants”). ~~has~~Each ~~not~~whole ~~consummated~~Warrant anentitles ~~initial Business Combination within~~ the ~~Completion~~holder ~~Window or (B) with respect~~ to ~~any~~purchase ~~other~~one ~~material~~Class ~~provisions~~A ~~relating~~ordinary toshare ~~shareholders’~~at ~~rights~~a orprice ~~pre-initial~~of ~~Business Combination activity~~$11.50 ~~The~~per ~~proceeds~~share, ~~deposited in the Trust Account could become~~ subject to ~~the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders~~adjustment.

~~The~~Transaction ~~Company~~costs ~~will~~amounted ~~provide the Company’s public shareholders with the opportunity~~ to ~~redeem all or a portion of their Public Shares~~$14,245,395, ~~regardless~~consisting of ~~whether they abstain~~$4, ~~vote for~~600,000 ~~or vote against, our initial Business Combination upon completion~~ of ~~our~~cash ~~initial~~underwriting Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Companyfee, ~~solely~~up ~~in its discretion. The public shareholders will be entitled~~ to ~~redeem their shares at a per-share price~~$9, ~~payable in cash~~200,000 ~~equal~~of todeferred ~~the~~underwriting ~~aggregate~~fee ~~amount~~(based ~~then~~ on ~~deposit in~~ the ~~Trust~~percentage ~~Account calculated as~~ of ~~two business days prior to the consummation of the initial Business Combination, including interest earned on the~~ funds ~~held~~remaining in the Trust Account ~~(less~~after ~~taxes~~redemptions ~~payable), divided by the number~~ of ~~then outstanding~~ Public Shares, ~~subject to the limitations. The amount~~ in the Trust Account is initially anticipated to be $10.00 per Public Share. The ordinary shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with ~~Financial~~the ~~Accounting~~Underwriting ~~Standards~~Agreement ~~Board~~between ~~(“FASB”)~~the ~~Accounting~~Company ~~Standards~~and ~~Codification (“ASC”~~CCM), ~~Topic~~and ~~480~~$445,395 ~~“Distinguishing~~of ~~Liabilities~~other ~~from~~offering ~~Equity~~costs.”

The Company’s ~~will~~management ~~have~~has ~~only~~broad ~~the~~discretion ~~duration~~with ofrespect ~~the Completion Window~~ to ~~complete~~ the ~~initial~~specific ~~Business~~application ~~Combination.~~of ~~However, if~~ the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the 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 on the funds held in the Trust Account (net ofproceeds ~~amounts withdrawn to pay our taxes and up to $100,000~~ of ~~interest to pay dissolution expenses), divided by~~ the ~~number~~Initial ~~of then outstanding~~ Public ~~Shares,~~Offering ~~which redemption will constitute full~~ and ~~complete payment for~~ the ~~Public~~Private ~~Shares~~Placement ~~and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions~~Units, ifalthough ~~any),~~substantially ~~subject~~all toof the ~~Company’s~~net ~~obligations~~proceeds ~~under~~are ~~Cayman~~intended ~~Islands law~~ to ~~provide~~be ~~for~~generally ~~claims~~applied oftoward ~~creditors~~consummating ~~and~~a ~~subject~~Business toCombination ~~the~~(less ~~other~~deferred ~~requirements~~underwriting ~~of applicable law~~commissions).

6The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they agreed to waive their redemption rights with respect to any shares held by them in connection with the completion of our initial Business Combination. Additionally, the Sponsor, officers and directors agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and Private Placement Shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the Trust Account. If we do not complete the initial Business Combination within the prescribed time frame, the Private Units (and the securities comprising such units) will be worthless. Furthermore, the Sponsor, officers and directors agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) six months after the completion of a Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.5

~~The~~Following ~~Company’s~~the ~~Sponsor~~closing ~~agreed~~of ~~that~~the itInitial ~~will~~Public beOffering, ~~liable~~an toaggregate ~~the~~of ~~Company~~$10.00 ifper ~~and~~Unit tosold in the ~~extent~~Initial ~~any~~Public ~~claims~~Offering, byor a$230,000,000, ~~third~~from ~~party~~the ~~for~~net ~~services~~proceeds ~~rendered~~of orthe ~~products~~sale ~~sold~~of tothe Units and the ~~Company~~Private Units, orwas placed in a ~~prospective~~trust ~~target~~account ~~business~~(the ~~with~~“Trust ~~which~~Account”) ~~the~~and ~~Company~~is ~~has~~initially ~~entered~~invested ~~into~~only ain ~~written~~U.S. ~~letter~~government treasury obligations with a maturity of ~~intent,~~185 ~~confidentiality~~days or ~~other~~less ~~similar~~or ~~agreement~~in ormoney ~~Business~~market ~~Combination~~funds ~~agreement,~~meeting ~~reduce~~certain conditions under Rule 2a-7 under the ~~amount~~Investment ofCompany ~~funds~~Act which invest only in direct U.S. government treasury obligations; the ~~Trust~~holding ~~Account~~of these assets in this form is intended to ~~below~~be temporary and for the ~~lesser~~sole purpose of ~~(i)~~facilitating ~~$10~~the intended Business Combination.00 ~~per~~To ~~Public~~mitigate ~~Share~~the ~~and~~risk ~~(ii)~~that the ~~actual~~Company ~~amount~~might ~~per~~be ~~Public~~deemed ~~Share~~to ~~held~~be inan ~~the~~investment ~~Trust~~company ~~Account~~for aspurposes of the ~~date~~Investment ofCompany Act, which risk increases the ~~liquidation~~longer ofthat the Company holds investments in the Trust Account, ifthe ~~less~~Company ~~than~~may, ~~$10.00~~at ~~per~~any ~~share~~time ~~due~~(based toon ~~reductions~~the inmanagement ~~the~~team’s ~~value~~ongoing assessment of all factors related to the ~~trust~~Company’s ~~assets,~~potential ~~less~~status ~~taxes~~under ~~payable~~the Investment Company Act), ~~provided~~instruct ~~that~~the ~~such~~trustee ~~liability~~to ~~will~~liquidate ~~not~~the ~~apply~~investments held in the Trust Account and instead to ~~any~~hold ~~claims~~the byfunds ain ~~third~~the ~~party~~Trust Account in cash or ~~prospective~~in ~~target~~an ~~business~~interest ~~who~~bearing ~~executed~~demand adeposit ~~waiver~~account ofat ~~any~~a ~~and~~bank. ~~all~~Except ~~rights~~with respect to interest earned on the ~~monies~~funds held in the Trust Account ~~(whether~~that ormay ~~not~~be ~~such~~released ~~waiver~~to isthe ~~enforceable)~~Company ~~nor~~to ~~will~~pay itits ~~apply~~taxes, toif any, ~~claims~~the ~~under~~proceeds from the Initial Public Offering and the sale of the Private Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s ~~indemnity~~initial Business Combination, (ii) the redemption of the ~~underwriter~~Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering ~~against~~or ~~certain~~by ~~liabilities,~~such ~~including~~earlier ~~liabilities~~liquidation ~~under~~date as the ~~Securities~~Company’s ~~Act~~board of ~~1933,~~directors asmay ~~amended~~approve (the “~~Securities~~Completion ~~Act~~Window”)., ~~However~~subject to applicable law, or (iii) the redemption of the Company’s ~~has~~Public ~~not~~Shares ~~asked~~properly submitted in connection with a shareholder vote to amend the ~~Sponsor~~Company’s amended and restated memorandum and articles of association to ~~reserve~~(A) ~~for~~modify ~~such~~the ~~indemnification~~substance ~~obligations,~~or ~~nor~~timing ~~has~~of the Company’s ~~independently~~obligation ~~verified~~to ~~whether~~allow redemption in connection with the ~~Sponsor~~initial ~~has~~Business ~~sufficient~~Combination ~~funds~~or to ~~satisfy~~redeem ~~its~~100% ~~indemnity~~of ~~obligations~~the ~~and~~Company’s Public Shares if the Company ~~believes~~has ~~that~~not consummated an initial Business Combination within the ~~Sponsor~~Completion Window or (B) with respect to any other material provisions relating to shareholders’s ~~only~~rights ~~assets~~or ~~are~~pre-initial ~~securities~~Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company.’s ~~Therefore~~creditors, ~~the~~if ~~Company~~any, ~~cannot~~which ~~assure~~could ~~that~~have ~~the~~priority ~~Sponsor~~over ~~would~~the beclaims ~~able~~of tothe ~~satisfy~~Company’s ~~those~~public ~~obligations~~shareholders.

~~Liquidity~~The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their Public Shares, ~~Capital~~regardless ~~Resources~~of whether they abstain, vote for, or vote against, our initial Business Combination upon completion of our initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $10.00 per Public Share. The ordinary shares subject to redemption will be recorded at redemption value and ~~Going~~classified ~~Concern~~as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

AsThe Company will have only the duration of ~~September 30,~~the ~~2025~~Completion ~~and~~Window ~~December 31~~to complete the initial Business Combination. However, ~~2024~~if the Company is unable to complete its initial Business Combination within the Completion Window, the Company ~~had~~will $3as promptly as reasonably possible but not more than ten business days thereafter,~~526~~ redeem the Public Shares,~~414~~ ~~and~~at $0a per-share price, payable in cash, ~~and~~equal ~~working~~to ~~capital~~the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (~~deficit)~~net of amounts withdrawn to pay our taxes and up to $3100,~~482~~000 of interest to pay dissolution expenses),~~424~~ divided by the number of then outstanding Public Shares, which redemption will constitute full and $complete payment for the Public Shares and completely extinguish public shareholders’ rights as shareholders (58including the right to receive further liquidation or other distributions,~~300~~ if any), ~~respectively~~subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

The Company’s liquidity needs through September 30, 2025 had been satisfied through a payment from the Sponsor of $25,000 for Class B ordinary shares, par value $0.0001 per share (“founder shares”) (see Note 6~~), the Initial Public Offering and the issuance of the Private Placement Units. Additionally, the Company drew on an unsecured promissory note to pay certain offering costs.~~

The Sponsor, officers and directors have entered into a letter agreement with the Company, ~~has~~pursuant ~~incurred~~to ~~and~~which ~~expects~~they agreed to ~~continue~~waive their redemption rights with respect to ~~incur~~any ~~significant~~shares ~~costs~~held by them in ~~pursuit~~connection with the completion of ~~its~~our ~~financing~~initial Business Combination. Additionally, the Sponsor, officers and ~~acquisition~~directors ~~plans.~~agreed ~~These~~to ~~conditions~~waive ~~raise~~their ~~substantial~~rights ~~doubt~~to ~~about~~liquidating distributions from the ~~Company’s~~Trust ~~ability~~Account with respect to ~~continue~~their asfounder ashares ~~going~~and ~~concern~~Private ~~one~~Placement ~~year~~Shares ~~from~~if ~~the~~we ~~issuance~~fail ~~date~~to ofcomplete our initial business combination within the ~~financial~~prescribed ~~statements.~~time ~~Management~~frame, ~~plans~~although they will be entitled to ~~address~~liquidating ~~this~~distributions ~~uncertainty~~from ~~through~~assets anoutside the Trust Account. If we do not complete the initial Business Combination orwithin ~~through~~the ~~Working~~prescribed ~~Capital~~time ~~Loans~~frame, the Private Units (~~defined~~and inthe ~~Note~~securities 6comprising such units) will be worthless. ~~There~~Furthermore, isthe noSponsor, ~~assurance~~officers ~~that~~and directors agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) six months after the completion of a Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s ~~plans~~shareholders having the right to ~~raise~~exchange ~~capital~~their Class A Ordinary Shares for cash, securities or other property. Any permitted transferees will be subject to ~~consummate~~the ansame restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be ~~successful~~released ~~within~~from the ~~Completion Window~~Lock-up.

~~These~~The ~~factors,~~Company’s ~~among~~Sponsor ~~others,~~agreed ~~raise~~that ~~substantial doubt~~it ~~about~~will be liable to the Company’s ~~ability~~if and to ~~continue~~the asextent any claims by a ~~going~~third ~~concern~~party ~~one~~for ~~year~~services ~~from~~rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date ~~these~~of ~~financial~~the ~~statements~~liquidation ~~are~~of ~~issued~~the Trust Account, if less than $10. ~~The~~00 ~~financial~~per ~~statements~~share dodue to reductions in the value of the trust assets, less taxes payable, provided that such liability will not ~~include~~apply to any ~~adjustments~~claims ~~that~~by ~~might~~a ~~result~~third ~~from~~party or prospective target business who executed a waiver of any and all rights to the ~~outcome~~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 ~~this~~the ~~uncertainty~~underwriter 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 the Company 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 Company cannot assure that the Sponsor would be able to satisfy those obligations.

7Liquidity, Capital Resources and Going Concern

~~Note~~As of March 31, 2026 and December 31, 2025, the Company had $2,802,146 —and ~~Significant~~$3,108,288 ~~Accounting~~in ~~Policies~~cash and cash equivalents and working capital of $2,288,673 and $2,973,730 respectively.

~~Basis~~The Company’s liquidity needs through March 31, 2026 had been satisfied through a payment from the Sponsor of ~~Presentation~~$25,000 for Class B ordinary shares, par value $0.0001 per share (“founder shares”) (see Note 6), the Initial Public Offering and the issuance of the Private Placement Units. Additionally, prior to the Initial Public Offering, the Company drew on an unsecured promissory note from the Sponsor to pay certain offering costs, which was repaid in full at the closing of the Initial Public Offering (see Note 6).

The ~~accompanying financial~~Company ~~statements~~has ~~are~~incurred ~~presented~~and inexpects ~~conformity~~to ~~with~~continue ~~accounting~~to ~~principles~~incur ~~generally~~significant ~~accepted~~costs in ~~the~~pursuit ~~United~~of ~~States~~its offinancing ~~America (“U~~and acquisition plans.S. ~~GAAP”)~~These ~~and~~conditions ~~pursuant~~raise tosubstantial doubt about the ~~rules~~Company’s ~~and~~ability ~~regulations~~to ofcontinue ~~the~~as ~~United~~a ~~States~~going ~~Securities~~concern ~~and~~one ~~Exchange~~year ~~Commission~~from (the ~~“SEC”).~~ Inissuance date of the ~~opinion~~financial ofstatements. Management, ~~the~~plans ~~accompanying~~to ~~unaudited~~address ~~condensed~~this ~~financial~~uncertainty ~~statements~~through ~~include~~an ~~all~~initial ~~adjustments, consisting~~Business ofCombination aor ~~normal~~through ~~recurring~~Working ~~nature,~~Capital ~~which~~Loans ~~are~~(defined ~~necessary~~in ~~for~~Note a6). ~~fair~~There ~~statement~~is ofno assurance that the ~~financial~~Company’s ~~position,~~plans ~~operating~~to ~~results~~raise ~~and~~capital ~~cash flows~~or ~~for~~to consummate an initial Business Combination will be successful within the ~~periods~~Completion ~~presented~~Window.

~~Emerging~~These ~~Growth~~factors, among others, raise substantial doubt about the Company’s ~~Status~~ability to continue as a going concern one year from the date these financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.7

~~Further,~~Note ~~Section 102(b)(1)~~2 of— ~~the~~Significant ~~JOBS~~Accounting Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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.Policies

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

The ~~preparation~~accompanying ofunaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) ~~requires~~and ~~management~~pursuant to ~~make~~the ~~estimates~~rules and ~~assumptions~~regulations ~~that~~of ~~affect~~ the ~~reported~~United ~~amounts~~States ofSecurities ~~assets~~ and ~~liabilities~~Exchange ~~and~~Commission ~~disclosure~~(the of“SEC”). ~~contingent~~In ~~assets~~the ~~and~~opinion ~~liabilities~~of atManagement, the ~~date~~accompanying ofunaudited ~~the~~condensed financial statements ~~and~~include ~~the~~all ~~reported~~adjustments, ~~amounts~~consisting of ~~expenses~~a ~~during~~normal recurring nature, which are necessary for a fair statement of the ~~reporting~~financial ~~period.~~position, ~~Actual~~operating results ~~could~~and ~~differ~~cash ~~from~~flows ~~those~~for ~~estimates~~the periods presented.

~~Cash~~Emerging ~~and~~Growth ~~Cash~~Company ~~Equivalents~~Status

The Company ~~considers~~is ~~all~~an ~~short-term~~“emerging ~~investments~~growth ~~with~~company,” anas ~~original~~defined ~~maturity~~in Section 2(a) of ~~three~~the ~~months~~Securities orAct, ~~less~~as ~~when~~modified ~~purchased~~by tothe beJumpstart ~~cash~~Our ~~equivalents.~~Business AsStartups Act of ~~September 30,~~2012 ~~2025~~(the “JOBS Act”), and ~~December 31~~it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, ~~2024~~but not limited to, not being required to comply with the ~~Company~~auditor ~~had~~attestation $3requirements of Section 404 of the Sarbanes-Oxley Act,~~526,414~~ reduced disclosure obligations regarding executive compensation in its periodic reports and $0proxy ~~cash~~statements, ~~respectively,~~and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and noshareholder ~~cash~~approval ~~equivalents~~of any golden parachute payments not previously approved.

~~Treasury~~Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities ~~Held~~ 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 ~~Trust~~accounting ~~Account~~standards used.

AsUse of ~~September 30, 2025 and December 31, 2024, the assets held in Trust Account, amounting to $230,876,657 and $0, respectively, were held in United States Treasury Bills.~~Estimates

~~Concentration~~The preparation of ~~Credit~~financial ~~Risk~~statements in conformity with U.S. GAAP requires 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

~~Financial~~Cash 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 Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and ~~management~~Cash ~~believes the Company is not exposed to significant risks on such account.~~Equivalents

8The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2026 and December 31, 2025, the Company had $2,802,146 and $3,108,288 cash and cash equivalents, respectively, including $2,590,082 and $3,014,607 of cash equivalents held in a money market mutual fund, respectively.

~~Offering Costs Associated with the Initial Public Offering~~8

~~The~~Treasury ~~Company~~Securities ~~complies~~Held ~~with~~in ~~the~~Trust requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares were charged to temporary equity, and offering costs allocated to the Public Warrants and Private Placement Units were charged to shareholders’ deficit as Public Warrants and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.Account

~~Fair~~As ~~Value~~ of March 31, ~~Financial~~2026 ~~Instruments~~and December 31, 2025, the assets held in the Trust Account, amounting to $235,300,119 and $233,253,391 respectively, were held in United States Treasury Bills.

~~The~~Concentration ~~fair value~~ of ~~the~~Credit Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature.Risk

~~Fair~~Financial ~~value~~instruments isthat ~~defined~~potentially assubject the ~~price~~Company ~~that~~to ~~would~~concentrations ~~be received for sale~~ of ancredit ~~asset~~risk orconsist ~~paid to transfer~~ of a ~~liability,~~cash account in ana ~~orderly~~financial ~~transaction~~institution, ~~between~~which, ~~market participants~~ at ~~the measurement date. GAAP establishes a three-tier fair value hierarchy~~times, ~~which~~may ~~prioritizes~~exceed the ~~inputs~~Federal ~~used~~Depository inInsurance ~~measuring~~Coverage ~~fair~~of ~~value~~$250,000. The ~~hierarchy~~Company ~~gives~~has ~~the~~not ~~highest~~experienced ~~priority~~losses toon ~~unadjusted~~this ~~quoted~~account ~~prices~~and inmanagement ~~active~~believes ~~markets~~the ~~for~~Company ~~identical~~is ~~assets~~not orexposed ~~liabilities (Level 1 measurements) and the lowest priority~~ to ~~unobservable~~significant ~~inputs~~risks ~~(Level~~on 3such ~~measurements)~~account. ~~These tiers include:~~

●Offering ~~Level~~Costs 1,Associated ~~defined~~with asthe ~~observable~~Initial ~~inputs~~Public such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.Offering

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

~~The~~Fair ~~Company~~Value accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of ~~assets~~Financial and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.Instruments

~~ASC~~The ~~Topic~~fair ~~740~~value ~~prescribes a recognition threshold and a measurement attribute for the financial statements 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’s management determined that the ~~Cayman Islands is the~~ Company’s ~~major~~assets ~~tax jurisdiction. The Company recognizes accrued interest~~ and ~~penalties~~liabilities, ~~related~~which toqualify ~~unrecognized tax benefits~~ as ~~income~~financial ~~tax~~instruments ~~expense.~~under AsFASB ofASC ~~September 30~~820, ~~2025~~“Fair Value Measurements and ~~December 31~~Disclosures,” ~~2024,~~approximate ~~there~~the ~~were~~carrying ~~no unrecognized tax benefits and no~~ amounts ~~accrued~~represented ~~for interest and penalties. The Company is currently not aware of any issues under review that could result~~ in ~~significant~~the ~~payments~~balance sheet, ~~accruals~~primarily ordue ~~material~~to ~~deviation~~their ~~from~~short-term ~~its position~~nature.

~~The~~Fair ~~Company~~value is ~~considered~~defined toas the price that would be areceived ~~Cayman~~for ~~Islands~~sale ~~exempted~~of ~~company~~an ~~with~~asset noor ~~connection~~paid to ~~any~~transfer ~~other~~a ~~taxable~~liability, ~~jurisdiction~~in ~~and~~an isorderly ~~presently~~transaction ~~not~~between ~~subject~~market toparticipants ~~income~~at ~~taxes~~the ormeasurement ~~income~~date. ~~tax~~GAAP ~~filing~~establishes ~~requirements~~a inthree-tier ~~the~~fair ~~Cayman~~value ~~Islands~~hierarchy, orwhich prioritizes the ~~United~~inputs ~~States~~used in measuring fair value. AsThe ~~such,~~hierarchy gives the ~~Company’s~~highest ~~tax~~priority ~~provision~~to ~~was~~unadjusted ~~zero~~quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the ~~periods~~lowest ~~presented~~priority to unobservable inputs (Level 3 measurements). These tiers include:

9● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~Warrant~~Income ~~Instruments~~Taxes

The Company accounts for ~~the~~income ~~Public~~taxes ~~Warrants~~under ~~and~~ASC ~~Private~~Topic ~~Placement~~740, ~~Warrants~~“Income Taxes,” which requires an asset and liability approach to befinancial ~~issued~~accounting and inreporting ~~connection~~for ~~with~~income ~~the~~taxes. ~~Initial~~Deferred ~~Public~~income ~~Offering~~tax assets and ~~the~~liabilities ~~private~~are ~~placement~~computed infor ~~accordance~~differences ~~with~~between the ~~guidance~~financial ~~contained~~statements and intax ~~FASB~~bases ~~ASC~~of ~~Topic~~assets ~~815,~~and ~~“Derivatives~~liabilities ~~and~~that ~~Hedging”.~~will ~~Accordingly,~~result ~~the~~in ~~Company~~future ~~evaluated~~taxable ~~and~~or ~~classifies~~deductible ~~the~~amounts, ~~warrant~~based ~~instruments~~on ~~under~~enacted ~~equity~~tax ~~treatment~~laws atand ~~their~~rates applicable ~~relative~~to ~~fair~~the ~~values.~~periods ~~There~~in ~~were~~which ~~11,500,000~~the ~~Public~~differences ~~Warrants~~are ~~and~~expected ~~445,625~~to ~~Private~~affect ~~Placement~~taxable ~~Warrants~~income. ~~outstanding~~Valuation asallowances ofare ~~September 30~~established, ~~2025~~when necessary, ~~and~~to noreduce ~~Public~~deferred ~~Warrants~~tax orassets ~~Private~~to ~~Placement~~the ~~Warrants~~amount ~~outstanding~~expected asto ofbe ~~December 31, 2024~~realized.

~~Class A Ordinary Shares Subject to Possible Redemption~~9

~~The~~ASC ~~Public~~Topic ~~Shares~~740 ~~contain~~prescribes a ~~redemption~~recognition ~~feature~~threshold ~~which~~and ~~allows~~a measurement attribute for the ~~redemption~~financial ofstatements ~~such~~recognition ~~Public~~and ~~Shares~~measurement inof ~~connection~~tax ~~with~~positions ~~the~~taken ~~Company’s liquidation,~~ or ifexpected ~~there~~to isbe ataken ~~shareholder vote or tender offer~~ in ~~connection~~a ~~with~~tax ~~the Company’s initial Business Combination~~return. InFor ~~accordance~~those ~~with~~benefits ~~ASC 480-10-S99, the Company classifies Public Shares subject~~ to ~~possible~~be ~~redemption~~recognized, ~~outside~~a oftax ~~permanent~~position ~~equity~~must asbe ~~the~~more ~~redemption~~likely ~~provisions~~than ~~are~~ not ~~solely~~to ~~within~~be ~~the~~sustained ~~control~~upon ofexamination ~~the~~by ~~Company~~taxing authorities. The Company’s ~~recognizes~~management ~~changes~~determined inthat ~~redemption value immediately as they occur and will adjust~~ the ~~carrying~~Cayman ~~value~~Islands ofis ~~redeemable shares to equal~~ the ~~redemption~~Company’s ~~value~~major attax ~~the end of each reporting period~~jurisdiction. ~~Immediately~~The ~~upon the closing of the Initial Public Offering, the~~ Company ~~recognized~~recognizes ~~the~~accrued ~~accretion~~interest ~~from~~and ~~initial~~penalties ~~book~~related ~~value~~ to ~~redemption~~unrecognized ~~value.~~tax ~~The~~benefits ~~change~~as inincome ~~the~~tax ~~carrying~~expense. ~~value~~As of ~~redeemable~~March 31, ~~shares~~2026 ~~will result in charges against additional paid-in capital (to the extent available)~~ and ~~accumulated deficit. Accordingly, as of September~~December 3031, 2025, ~~Class~~there Awere ~~ordinary~~no ~~shares~~unrecognized ~~subject~~tax tobenefits ~~possible~~and ~~redemption~~no ~~are~~amounts ~~presented~~accrued atfor ~~redemption~~interest ~~value~~and aspenalties. ~~temporary~~The ~~equity,~~Company ~~outside~~is ofcurrently ~~the~~not ~~shareholders’~~aware ~~deficit section~~ of ~~the~~any ~~Company’s~~issues ~~balance~~under ~~sheet.~~review Asthat ofcould ~~September 30,~~result ~~2025, the Class A ordinary shares subject to possible redemption reflected~~ in ~~the~~significant ~~balance~~payments, ~~sheet~~accruals ~~are~~or ~~reconciled~~material indeviation ~~the~~from ~~following~~its ~~table:~~position.

Schedule of Class A ordinary shares subject to possible redemption
Gross proceeds from Initial Public Offering	$	230,000,000
Less:
Proceeds allocated to public warrants		(5,152,349	)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(13,905,206	)
Offering costs allocated to Public Warrants		(340,189	)
Plus:
Accretion of Class A ordinary shares subject to possible redemption		20,274,401
Class A ordinary shares subject to possible redemption at September 30, 2025	$	230,876,657

The Company is considered to be a Cayman Islands exempted company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

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

~~The~~Warrant statements of operations include a presentation of income (loss) per Class A redeemable ordinary shares and income (loss) per non-redeemable Class A and Class B ordinary shares following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and non-redeemable Class A and Class B ordinary shares, the Company first considered the total income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using the total number of shares outstanding for each share class at each respective period, before and after redemptions and conversions, for the three and nine months ended September 30, 2025, reflective of the respective participation rights. There were no redeemable Class A ordinary shares or non-redeemable Class A and Class B ordinary shares outstanding as of December 31, 2024.Instruments

10The Company accounts for the Public Warrants and Private Placement Warrants to be issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classifies the warrant instruments under equity treatment at their relative fair values. There were 11,500,000 Public Warrants and 445,625 Private Placement Warrants outstanding as of March 31, 2026 and December 31, 2025.

~~The~~Class ~~following~~A ~~tables~~Ordinary ~~reflect~~Shares ~~the~~Subject ~~calculation~~to ofPossible ~~basic and diluted net income (loss) per ordinary shares for the three and nine months ended September 30, 2025 (in dollars, except per share amounts):~~Redemption

Schedule of basic and diluted net income (loss) per ordinary shares
	For theThree Months Ended September 30,2025
Net income	$	91,073
Remeasurement of temporary equity to redemption value		(20,274,401	)
Net loss including remeasurement of temporary equity to redemption value	$	(20,183,328	)

The 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 Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. 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, as of March 31, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of March 31, 2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

	For the Three Months Ended September 30, 2025
Schedule of Class A ordinary shares subject to possible redemption
	Class A & BNon-Redeemable			Class ARedeemable
Gross proceeds from Initial Public Offering	$	230,000,000
Total number of shares		8,557,917			23,000,000
Less:
Basic and diluted net income (loss) per share
Proceeds allocated to public warrants		(5,152,349	)
Numerator:
Offering costs allocated to Class A ordinary shares subject to possible redemption		(13,905,206	)
Allocation of net loss including remeasurement of temporary equity to redemption value based on ownership percentage	$	(5,917,209	)	$	(14,266,119	)
Offering costs allocated to Public Warrants		(340,189	)
Deemed dividend for remeasurement of temporary equity to redemption value		-			20,274,401
Plus:
Total net income (loss) allocated by class	$	(5,917,209	)	$	6,008,282
Accretion of Class A ordinary shares subject to possible redemption		22,651,135
Denominator:
Class A ordinary shares subject to possible redemption at December 31, 2025		233,253,391
Weighted-average shares outstanding		7,996,042			8,500,000
Plus:
Basic and diluted net (loss) income per share	$	(0.74	)	$	0.71
Accretion of Class A ordinary shares subject to possible redemption		2,046,728
Class A ordinary shares subject to possible redemption at March 31, 2026	$	235,300,119

	For the Nine Months EndedSeptember 30,2025
Net loss	$	(1,189	)
Remeasurement of temporary equity to redemption value		(20,274,401	)
Net loss including remeasurement of temporary equity to redemption value	$	(20,275,590	)

11Net Income (Loss) Per Ordinary Share

	For the Nine Months Ended September 30, 2025
	Class A & BNon-Redeemable			Class ARedeemable
Total number of shares		8,557,917			23,000,000
Basic and diluted net income (loss) per share
Numerator:
Allocation of net loss including remeasurement of temporary equity to redemption value based on ownership percentage	$	(6,009,470	)	$	(14,266,120	)
Deemed dividend for remeasurement of temporary equity to redemption value		-			20,274,401
Total net loss allocated by class	$	(6,009,470	)	$	6,008,281	)
Denominator:
Weighted-average shares outstanding		7,159,839			2,864,469
Basic and diluted net (loss) income per share	$	(0.84	)	$	2.10

The statements of operations include a presentation of income (loss) per Class A redeemable ordinary shares and income (loss) per non-redeemable Class A and Class B ordinary shares following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and non-redeemable Class A and Class B ordinary shares, the Company first considered the total income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using the total number of shares outstanding for each share class at each respective period, before and after redemptions and conversions for the three months ended March 31, 2026. There were no Class A redeemable ordinary shares issued and outstanding as of March 31, 2025.

~~Recent~~The ~~Accounting~~following ~~Pronouncements~~tables reflect the calculation of basic and diluted net income (loss) per ordinary shares for the three months ended March 31, 2026 (in dollars, except per share amounts):

In November 2023, the FASB issued ASU 2023-07, “Segment reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on July 26, 2024, the date of its incorporation.


	For the Three Months Ended March 31, 2026
Net income	$	1,343,177
Remeasurement of temporary equity to redemption value		(2,046,728	)
Net loss including remeasurement of temporary equity to redemption value	$	(703,551	)

In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024, and for interim periods for fiscal years beginning after December 15, 2025, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.


	For the Three Months Ended March 31, 2026
	Class A & B Non-Redeemable			Class A Redeemable
Total number of shares		8,557,917			23,000,000
Ownership percentage		27	%		73	%

Basic and diluted net (loss) income per share
Numerator:
Allocation of net loss including remeasurement of temporary equity to redemption value based on ownership percentage	$	(190,790	)	$	(512,761	)
Deemed dividend for remeasurement of temporary equity to redemption value		-			2,046,728
Total net loss allocated by class	$	(190,790	)	$	1,533,967
Denominator:
Weighted-average shares outstanding		8,557,917			23,000,000
Basic and diluted net (loss) income per share	$	(0.02	)	$	0.07

OnFor ~~July 4, 2025, President Trump signed into law~~ the ~~One~~three ~~Big~~months ~~Beautiful~~ended ~~Bill~~March ~~Act (“OBBA”). ASC 740~~31, ~~“Income Taxes”~~2025, ~~requires~~there ~~the~~were ~~effects~~no ofClass ~~changes~~A inordinary ~~tax~~shares ~~laws~~issued toor beoutstanding. ~~recognized~~As insuch, ~~the~~net ~~period~~loss inper ~~which~~ordinary ~~the~~shares ~~legislation~~was iscalculated ~~enacted.~~by ~~The~~dividing ~~Company~~net isloss ~~currently~~of ~~evaluating~~$31,587 ~~the~~into ~~impact of~~ the ~~new~~6,666,667 ~~law.~~non-redeemable ~~However,~~weighted ~~none~~average ofshares ~~the~~outstanding ~~tax~~(see ~~provisions~~Note ~~are~~8), ~~expected~~resulting toin ~~have~~basic aand ~~significant~~diluted ~~impact~~net onloss ~~the~~per ~~Company’s~~ordinary ~~financial~~share ~~statements~~of $(0.00).

~~Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.~~11

12Recent Accounting Pronouncements

~~Note~~In 3April —2026, the FASB issued Accounting Standards Update (“ASU”) 2026-01, “Initial ~~Public~~Measurement ~~Offering~~of Paid-in-Kind Dividends on Equity-Classified preferred Stock”, which provides authoritative guidance on how an issuer should initially measure paid-in-kind (“PIK”) dividends on equity-classified preferred stock. ASU 2026-01 is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal year reporting periods. Early adoption is permitted in an interim or fiscal year reporting period in which financial statements have not yet been issued or made available for issuance. The Company does not believe ASU 2026-01 will have a significant impact on the Company’s financial position, results of operations or cash flows. However, the Company would need to evaluate its impact in the event the Company issues preference shares.

~~Pursuant~~In toNovember ~~the Initial Public Offering on August 28~~2024, ~~2025,~~ the ~~Company~~FASB ~~sold~~issued ~~23,000,000~~Accounting ~~Units~~Standards ~~(inclusive of 3~~Update 2024-03,~~000,000~~ ~~Units~~“Income ~~sold~~Statement-Reporting ~~pursuant~~Comprehensive ~~to the underwriter’s over~~Income-~~allotment~~Expense ~~option~~Disaggregation ~~exercised~~Disclosures in(Subtopic ~~full~~220-40): atDisaggregation ~~a purchase price~~ of ~~$10.00~~Income ~~per~~Statement ~~Unit.~~Expenses”, ~~Each~~requiring ~~Unit~~public ~~that~~entities ~~the~~to ~~Company~~disclose ~~consists~~additional ofinformation ~~one~~about ~~Public~~specific ~~Share~~expense ~~and~~categories ~~Public~~in ~~Warrant.~~the ~~Each~~notes ~~whole~~to ~~Public~~the ~~Warrant~~financial ~~will~~statements ~~entitle~~on ~~the~~an ~~holder~~interim toand ~~purchase~~annual ~~one~~basis. ~~Class~~ASU A2024-03 ~~ordinary~~is ~~share~~effective atfor afiscal ~~price~~years ofbeginning ~~$11.50~~after ~~per~~December ~~share~~15, ~~subject~~2026, toand ~~adjustment.~~for ~~Each~~interim ~~Public~~periods ~~Warrant~~beginning ~~will become exercisable 30 days~~ after ~~the~~December ~~completion~~15, of2027, ~~the~~with ~~initial~~early ~~Business~~adoption ~~Combination~~permitted. ~~and~~The ~~will~~Company ~~expire~~is ~~five~~currently ~~years~~evaluating ~~after~~ the ~~completion~~impact of ~~the~~adopting ~~initial~~ASU ~~Business Combination, or earlier upon redemption or liquidation~~2024-03.

~~Public~~In ~~Warrants~~December —2023, Asthe ofFASB ~~September 30~~issued Accounting Standards Update 2023-09, ~~2025~~“Improvements to Income Tax Disclosures” (“ASU 2023-09”), ~~there~~which ~~were~~provides 11for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages,~~500~~ considering several categories of reconciling items,~~000~~ ~~Public~~including ~~Warrants~~state and ~~445~~local income taxes,~~625~~ ~~Private~~foreign ~~Placement~~tax ~~Warrants~~effects, ~~outstanding.~~tax ~~Each~~credits ~~whole~~and ~~Warrant~~nontaxable ~~entitles~~or ~~the~~nondeductible ~~holder~~items, toamong ~~purchase~~others. ~~one~~Disclosure ~~Class~~of Athe ~~ordinary~~reconciling ~~share~~items atis subject to a ~~price~~quantitative ofthreshold ~~$11~~and disaggregation by nature and jurisdiction.50 ~~per~~ASU ~~share~~2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to ~~adjustment~~a asfive ~~discussed~~percent ~~herein~~quantitative threshold. ~~The~~ASU ~~Warrants~~2023-09 ~~cannot~~may be ~~exercised~~adopted ~~until~~on 30a ~~days~~prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024, and for interim periods for fiscal years beginning after December 15, 2025, with early adoption permitted. As a Cayman Island exempted company, the ~~completion~~Company ofdoes not believe ASU 2023-09 will have a significant impact on the ~~initial~~Company’s ~~Business~~financial ~~Combination~~position, ~~and~~results ~~will~~of ~~expire~~operations ator ~~5:00~~cash pflows.m. However, ~~New~~the ~~York~~Company ~~City~~would ~~time,~~need ~~five~~to ~~years~~evaluate ~~after~~its impact in the ~~completion~~event of the ~~initial~~Company ~~Business~~becoming ~~Combination~~domiciled orin ~~earlier~~the ~~upon~~United ~~redemption~~States orfollowing ~~liquidation~~its initial business combination.

~~The~~Management ~~Company~~does ~~will~~ not believe bethat ~~obligated to deliver~~ any ~~Class~~other Arecently ~~ordinary~~issued, ~~shares~~but ~~pursuant~~not toyet the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Warrants is then effective, ~~and~~accounting a prospectus relating thereto is current. No Warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a Warrant unless the Class A ordinary share issuable upon such Warrant exercise has been registeredpronouncements, ~~qualified~~if orcurrently deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrantadopted, ~~the~~would ~~holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may~~ have noa ~~value~~material effect ~~and~~on ~~expire worthless. In no event will~~ the Company’s befinancial ~~required to net cash settle any Warrant. In the event that a registration~~ statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit.

~~Under~~Note ~~the~~3 ~~terms~~— of the warrant agreement, the Company will agree that, as soon as practicable, but in no event later than 20 business days after the closing of its Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the Warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the Warrants until the expiration of the Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, Warrant holders may, commencing on the 61st day until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the 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) of the Securities Act, the Company may, at its option, require 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 the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company 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.

IfPursuant to the ~~holders~~Initial ~~exercise their~~ Public ~~Warrants~~Offering on aAugust 28, ~~cashless basis~~2025, ~~they~~the ~~would~~Company ~~pay~~sold ~~the~~23,000,000 ~~warrant~~Units ~~exercise~~(inclusive ~~price~~of by3,000,000 ~~surrendering~~Units ~~the~~sold ~~warrants~~pursuant ~~for~~to ~~that~~the ~~number~~underwriter’s ofover-allotment ~~Class~~option Aexercised ~~ordinary~~in ~~shares~~full) ~~equal~~at toa ~~the~~purchase ~~quotient~~price ~~obtained~~of by$10.00 ~~dividing~~per ~~(x)~~Unit. ~~the~~Each ~~product~~Unit consists of ~~the~~one ~~number~~Public ofShare ~~Class~~and Aone-half ~~ordinary~~of ~~shares~~one ~~underlying~~Public ~~the~~Warrant. ~~warrants,~~Each ~~multiplied~~whole byPublic ~~the~~Warrant ~~excess~~will ofentitle the ~~“fair~~holder ~~market~~to ~~value”~~purchase ofone ~~the~~ Class A ordinary ~~shares~~share ~~over~~at ~~the~~a ~~exercise~~ price of ~~the~~$11.50 ~~warrants~~per byshare, ~~(y)~~subject ~~the~~to ~~fair market value~~adjustment. ~~The~~Each ~~“fair~~Public ~~market~~Warrant ~~value”~~will isbecome ~~the~~exercisable ~~average~~30 ~~reported~~days ~~closing~~after ~~price of~~ the ~~Class~~completion Aof ~~ordinary shares for~~ the 10initial ~~trading~~Business ~~days~~Combination ~~ending~~and onwill ~~the~~expire ~~third~~five ~~trading~~years ~~day~~after ~~prior to~~ the ~~date~~completion ~~on which the notice~~ of ~~exercise is received by~~ the ~~warrant~~initial ~~agent~~Business Combination, or onearlier ~~which~~upon ~~the notice of~~ redemption isor ~~sent to the holders of warrants, as applicable~~liquidation.

13Public Warrants — As of March 31, 2026, there were 11,500,000 Public Warrants and 445,625 Private Placement Warrants outstanding. Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The Warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

~~Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00: The Company may redeem the outstanding Warrants:~~12

●The inCompany ~~whole~~will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Warrants is then effective and a prospectus relating thereto is current. No Warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a Warrant unless the Class A ordinary share issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the conditions in ~~part;~~the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit.

●Under atthe terms of the warrant agreement, the Company will agree that, as soon as practicable, but in no event later than 20 business days after the closing of its Business Combination, it will use commercially reasonable efforts to file with the SEC a ~~price~~post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of $0the Class A ordinary shares issuable upon exercise of the Warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the Warrants until the expiration of the Warrants in accordance with the provisions of the warrant agreement.01 ~~per~~If a registration statement covering the Class A ordinary shares issuable upon exercise of the Warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, Warrant; holders may, commencing on the 61st day until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the 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) of the Securities Act, the Company may, at its option, require 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 the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company 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.

●If ~~upon~~the holders exercise their Public Warrants on a ~~minimum~~cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of 30Class ~~days’~~A ~~prior~~ordinary ~~written~~shares ~~notice~~equal to the quotient obtained by dividing (x) the product of ~~redemption~~the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “~~30-~~fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption ~~period”);~~is ~~and~~sent to the holders of warrants, as applicable.

●Redemption ~~if,~~of ~~and~~Warrants ~~only~~When ~~if,~~ the ~~closing~~Price ~~price~~per ~~of the~~ Class A ~~ordinary~~Ordinary ~~shares~~Share ~~equals~~Equals or ~~exceeds~~Exceeds $18.00: ~~per~~The share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of the Company’s ~~initial~~may ~~Business~~redeem ~~Combination and ending three business days before~~ the ~~Company~~outstanding ~~sends the notice of redemption to the Warrant holders.~~Warrants:

~~Additionally,~~● ~~if the number of outstanding Class A ordinary shares is increased by a share capitalization payable~~ in ~~Class~~whole A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable on exercise of each Warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and ~~(ii)~~not ~~the quotient of (x) the price per Class A ordinary share paid~~ in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.part;

~~Note~~● 4at —a ~~Private~~price ~~Placement~~of $0.01 per Warrant;

~~Simultaneously~~● ~~with~~upon ~~the~~a ~~closing~~minimum of ~~the~~30 ~~Initial~~days’ ~~Public~~prior ~~Offering,~~written ~~the~~notice ~~Sponsor and CCM purchased an aggregate~~ of ~~891,250~~redemption ~~Private Units~~ (~~including 116,250 Private Units pursuant to~~ the ~~underwriter’s over~~“30-~~allotment~~day ~~option~~redemption ~~exercised in full~~period”),; at a price of $10.00 per Private Unit, or $8,912,500, in a private placement that closed simultaneously with the Initial Public Offering. Of those 891,250 Private Units, the Sponsor purchased 575,000 Private Units and CCM purchased 316,250 Private Units. Each Private Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

~~The~~● ~~Private~~if, ~~Placement~~and ~~Warrants~~only ~~are~~if, ~~identical to~~ the ~~Public~~closing ~~Warrants~~price ~~sold~~of in the ~~Initial~~Class ~~Public~~A ~~Offering~~ordinary ~~except~~shares ~~that,~~equals ~~so long as they are held by the Sponsor, CCM,~~ or ~~their~~exceeds ~~permitted~~$18.00 ~~transferees,~~per ~~the~~share ~~Private Placement Warrants~~ (i)as ~~may~~adjusted ~~not~~for ~~(including~~adjustments to the ~~Class~~number Aof ~~ordinary~~ shares issuable upon exercise ofor ~~these~~the ~~Private~~exercise ~~Placement~~price ~~Warrants),~~of ~~subject~~a toWarrant) ~~certain~~for ~~limited~~any ~~exceptions,~~20 betrading ~~transferred,~~days ~~assigned~~within ora ~~sold~~30-trading byday ~~the~~period ~~holders~~commencing ~~until~~at least 30 days after ~~the~~ completion of the Company’s initial Business Combination, ~~(ii) will be entitled to registration rights~~ and ~~(iii)~~ending ~~with~~three ~~respect~~business todays ~~Private~~before ~~Placement~~the ~~Warrants~~Company ~~held~~sends ~~by CCM, LLC and/or its designees, will not be exercisable more than five years from~~ the ~~commencement~~notice of ~~sales~~redemption into ~~this~~the ~~offering~~Warrant ~~in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8)~~holders.

1413

~~The Sponsor~~Additionally, ~~officers~~if ~~and~~the ~~directors~~number ~~entered~~of ~~into~~outstanding aClass ~~letter~~A ~~agreement~~ordinary ~~with~~shares ~~the~~is ~~Company,~~increased ~~pursuant~~by toa ~~which~~share ~~they~~capitalization ~~agreed~~payable toin ~~(i)~~Class ~~waive~~A ~~their~~ordinary ~~redemption~~shares, ~~rights~~or ~~with~~by ~~respect~~a tosubdivision ~~any~~of ordinary shares ~~held~~or byother ~~them~~similar inevent, ~~connection~~then, ~~with~~on the ~~completion~~effective date of ~~the~~such ~~initial~~share ~~Business~~capitalization, ~~Combination;~~subdivision ~~(ii)~~or ~~waive~~similar ~~their~~event, ~~redemption~~the ~~rights~~number ~~with~~of ~~respect~~Class toA ~~any~~ordinary shares ~~held~~issuable byon ~~them~~exercise inof ~~connection~~each ~~with~~Warrant awill ~~shareholder~~be ~~vote~~increased toin ~~approve~~proportion ~~an amendment~~ to ~~the~~such ~~amended~~increase ~~and~~in ~~restated~~the ~~memorandum~~outstanding ~~and~~ordinary ~~articles~~shares. ofA ~~association~~rights ~~(A)~~offering made to ~~modify~~all ~~the~~or ~~substance~~substantially orall ~~timing~~holders of ~~the~~ordinary ~~Company’s~~shares ~~obligation~~entitling holders to ~~allow~~purchase ~~redemption~~Class inA ~~connection~~ordinary ~~with~~shares ~~the~~at ~~initial~~a ~~Business~~price ~~Combination~~less orthan tothe ~~redeem~~fair ~~100%~~market ofvalue ~~the~~will ~~Public~~be ~~Shares~~deemed ifa ~~the~~share ~~Company~~capitalization ~~has~~of ~~not~~a ~~consummated~~number anof ~~initial~~Class ~~Business~~A ~~Combination~~ordinary ~~within~~shares ~~the~~equal ~~Completion~~to ~~Window~~the orproduct of (Bi) ~~with~~the ~~respect~~number toof ~~any~~Class ~~other~~A ~~material~~ordinary ~~provisions~~shares ~~relating~~actually tosold ~~shareholders’~~in such rights offering (or ~~pre-initial~~issuable ~~Business~~under ~~Combination~~any ~~activity;~~other ~~(iii)~~equity ~~waive~~securities ~~their~~sold ~~rights~~in tosuch ~~liquidating~~rights ~~distributions~~offering ~~from~~that ~~the~~are ~~Trust~~convertible ~~Account~~into ~~with~~or ~~respect~~exercisable tofor ~~their~~Class ~~founder~~A ordinary shares) and ~~Private~~(ii) ~~Placement~~the ~~Shares~~quotient ifof (x) the ~~Company~~price ~~fails~~per toClass ~~complete~~A anordinary ~~initial~~share ~~Business~~paid ~~Combination~~in ~~within~~such ~~the~~rights ~~Completion~~offering ~~Window,~~and ~~although~~(y) ~~they~~the ~~will~~fair bemarket ~~entitled~~value. toFor ~~liquidating~~these ~~distributions~~purposes ~~from~~(i) if the ~~Trust~~rights ~~Account~~offering ~~with~~is ~~respect~~for tosecurities ~~any~~convertible ~~Public~~into ~~Shares~~or ~~they~~exercisable ~~hold~~for ifClass ~~the~~A ~~Company~~ordinary ~~fails~~shares, toin ~~complete~~determining anthe ~~initial~~price ~~Business~~payable ~~Combination~~for ~~within~~Class ~~the~~A ~~prescribed~~ordinary ~~time~~shares, ~~frame~~there ~~and~~will tobe ~~liquidating~~taken ~~distributions~~into ~~from~~account ~~assets~~any ~~outside~~consideration ~~the~~received ~~Trust~~for ~~Account;~~such ~~and~~rights, ~~(iv)~~as ~~vote~~well as any ~~founder~~additional ~~shares~~amount ~~and~~payable ~~Private~~upon ~~Placement~~exercise ~~Shares~~or ~~held~~conversion ~~by them~~ and ~~any~~(ii) ~~Public~~fair ~~Shares~~market ~~purchased~~value ~~during~~means orthe ~~after~~volume ~~this~~weighted ~~offering~~average ~~(including~~price inof ~~open~~Class ~~market~~A ~~and~~ordinary ~~privately-negotiated~~shares ~~transactions,~~as ~~aside~~reported ~~from~~during ~~shares~~the ~~they~~ten ~~may~~(10) ~~purchase~~trading inday ~~compliance~~period ~~with~~ending on the ~~requirements~~trading ofday ~~Rule 14e-5~~prior ~~under~~to the ~~Exchange~~first ~~Act,~~date on which ~~would~~the ~~not~~Class beA ~~voted~~ordinary inshares ~~favor~~trade ofon ~~approving~~ the ~~Business~~applicable ~~Combination~~exchange ~~transaction)~~or in ~~favor~~the ofapplicable market, regular way, without the ~~initial~~right ~~Business~~to ~~Combination~~receive such rights.

Note 54 — ~~Segment~~Private ~~Information~~Placement

~~ASC~~Simultaneously ~~Topic~~with ~~280,~~the ~~Segment~~closing ~~Reporting~~of the Initial Public Offering, ~~establishes~~the ~~standards~~Sponsor ~~for~~and ~~companies~~CCM topurchased ~~report~~an aggregate of 891,250 inPrivate ~~their~~Units ~~financial~~(including ~~statements~~116,250 ~~information~~Private ~~about~~Units ~~operating~~pursuant ~~segments,~~to ~~products,~~the ~~services,~~underwriter’s ~~geographic~~over-allotment ~~areas~~option exercised in full), ~~and~~at ~~major~~a ~~customers~~price of $10.00 ~~Operating~~per ~~segments~~Private ~~are~~Unit, ~~defined~~or as$8,912,500, ~~components~~in ofa anprivate ~~enterprise~~placement that ~~engage~~closed insimultaneously ~~business~~with ~~activities~~the ~~from~~Initial ~~which~~Public itOffering. ~~may~~Of ~~recognize~~those ~~revenues~~891,250 ~~and~~Private ~~incur~~Units, ~~expenses~~the Sponsor purchased 575,000 Private Units and ~~for~~CCM ~~which~~purchased ~~separate~~316,250 ~~financial~~Private ~~information~~Units. isEach ~~available~~Private ~~that~~Unit isconsists ~~regularly~~of ~~evaluated~~one byClass ~~the~~A ~~Company’s~~ordinary ~~chief~~share ~~operating~~and ~~decision~~one-half ~~maker,~~of orone ~~group,~~redeemable inwarrant. ~~deciding~~Each ~~how~~whole Private Placement Warrant entitles the registered holder to ~~allocate~~purchase ~~resources~~one ~~and~~Class ~~assess~~A ~~performance~~ordinary share at a price of $11.50 per share, subject to adjustment.

The ~~Company’s~~Private ~~CODM~~Placement ~~has~~Warrants ~~been~~are ~~identified~~identical asto the ~~Chief~~Public ~~Financial~~Warrants ~~Officer~~sold in the Initial Public Offering except that, ~~who~~so ~~reviews~~long as they are held by the ~~operating~~Sponsor, ~~results~~CCM, ~~for~~or their permitted transferees, the ~~Company~~Private asPlacement aWarrants ~~whole~~(i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to ~~make~~certain ~~decisions~~limited ~~about~~exceptions, ~~allocating~~be ~~resources~~transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and ~~assessing~~(iii) ~~financial~~with ~~performance.~~respect ~~Accordingly~~to Private Placement Warrants held by CCM, ~~management~~LLC ~~has~~and/or ~~determined~~its ~~that~~designees, will not be exercisable more than five years from the ~~Company~~commencement ~~only~~of ~~has~~sales ~~one~~in ~~reportable~~the ~~segment~~Initial Public Offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).

The ~~CODM~~Sponsor, ~~assesses~~officers ~~performance~~and ~~for~~directors entered into a letter agreement with the ~~single~~Company, ~~segment~~pursuant ~~and~~to ~~decides~~which ~~how~~they agreed to ~~allocate~~(i) ~~resources~~waive ~~based~~their onredemption ~~net~~rights ~~income~~with orrespect ~~loss~~to ~~that~~any ~~also~~shares isheld by ~~reported~~them onin connection with the ~~statement~~completion of ~~operations~~the asinitial ~~net~~Business ~~income~~Combination; or(ii) ~~loss.~~waive ~~The~~their ~~measure~~redemption ofrights ~~segment~~with ~~assets~~respect isto ~~reported~~any shares onheld by them in connection with a shareholder vote to approve an amendment to the ~~balance~~amended ~~sheet~~and asrestated ~~total~~memorandum ~~assets.~~and ~~When~~articles of ~~evaluating~~association (A) to modify the substance or timing of the Company’s ~~performance~~obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and ~~making~~Private ~~key~~Placement ~~decisions~~Shares ~~regarding~~if ~~resource~~the ~~allocation~~Company fails to complete an initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the ~~CODM~~Trust ~~reviews~~Account ~~several~~with ~~key~~respect ~~metrics~~to ~~included~~any inPublic ~~net~~Shares ~~income~~they orhold ~~loss~~if the Company fails to complete an initial Business Combination within the prescribed time frame and ~~total~~to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which ~~include~~would not be voted in favor of approving the ~~following:~~Business Combination transaction) in favor of the initial Business Combination.

Schedule of segment information
	September 30,2025		December 31, 2024
Cash	$	3,526,414	$	-
Treasury securities held in Trust Account	$	230,876,657	$	-
Total Assets	$	234,574,267	$	35,480

~~The~~Note ~~CODM~~5 ~~reviews~~— ~~the~~Segment position of cash available to the Company to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. The CODM also reviews the amount of cash, cash equivalents, treasury securities, and marketable securities held in Trust Account to assess the amounts available to the Company to effect an initial Business Combination within the Completion Window.Information

15ASC 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.

Schedule of Business combination segment
	Three Months Ended September 30, 2025			Nine Months Ended September 30, 2025			For the period from July 26, 2024 (inception) through September 30, 2025
Loss from operations	$	(226,584	)	$	(318,846	)	$	(7,543	)
Interest income	$	876,657		$	876,657		$	-
Net income (loss)	$	91,073		$	(1,189	)	$	(7,543	)

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

The CODM ~~reviews~~assesses ~~loss~~performance ~~from~~for ~~operations~~the single segment and decides how to ~~determine~~allocate ifresources ~~expenditures~~based ~~are~~on innet ~~align~~income ~~with~~or ~~budgeted~~loss ~~and~~that ~~contractually~~also ~~agreed~~is ~~upon~~reported ~~amounts~~on ~~with~~the ~~service~~statement ~~providers.~~of ~~Interest~~operations as net income or loss. The measure of segment assets is ~~reviewed~~reported toon ~~assist~~the inbalance ~~forecasting~~sheet ~~amounts~~as oftotal ~~cash,~~assets. ~~cash~~When ~~equivalents,~~evaluating ~~treasury~~the ~~securities,~~Company’s performance and ~~marketable~~making ~~securities~~key ~~held~~decisions inregarding resource allocation, the ~~Trust~~CODM ~~Account~~reviews toseveral ~~assess~~key ~~amounts~~metrics ~~available~~included toin ~~the~~net ~~Company~~income toor ~~effect~~loss anand ~~initial~~total ~~Business~~assets, ~~Combination~~which ~~within~~include the ~~Completion Window.~~following:

Note 6 — Related Party Transactions

Schedule of segment information
	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	2,802,146	$	3,108,288
Treasury securities held in Trust Account	$	235,300,119	$	233,253,391
Total Assets	$	238,272,098	$	236,485,789

~~Founder~~The ~~Shares~~CODM reviews the position of cash available to the Company to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. The CODM also reviews the amount of cash, cash equivalents, treasury securities, and marketable securities held in Trust Account to assess the amounts available to the Company to effect an initial Business Combination within the Completion Window.

On January 23, 2025 the Sponsor made capital contributions of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 5,750,000 Class B ordinary shares (“founder shares”) to the Sponsor. In March 2025, the Company effected a share capitalization pursuant to which the Company issued an additional 1,916,667 founder shares resulting in an aggregate of 7,666,667 founder shares outstanding to the Sponsor, resulting in a price per share of approximately $0.003 per share. Our Sponsor transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the Initial Public Offering, 20,000 founder shares (or 100,000 in the aggregate) to each of the Company’s directors, Christopher Bradley, Brian Rudick, Mathew August, Danel Calvillo Armendariz and Dr. Jim Kyung Soo Liew, for the sum of $0.003 per share. The Company accounted for the transfer of founder shares to the directors in accordance with ASC 718, “Stock Based Compensation” and recognized the grant date fair value of the 100,000 founder shares as compensation costs upon the consummation of the Initial Public Offering. The fair value of the founder shares at their grant date, July 25, 2025, was $5.59 per founder share, or an aggregate value of $559,000 for the 100,000 transferred founder shares.


	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025
Loss from operations	$	(729,026	)	$	(31,587	)
Interest income on Trust Account	$	2,046,728		$	-
Interest income on cash and cash equivalents	$	25,475		$	-
Net income (loss)	$	1,343,177		$	(31,587	)

The CODM ~~Company’s~~reviews ~~initial~~loss ~~shareholders~~from ~~have~~operations ~~agreed not~~ to ~~transfer,~~determine ~~assign~~if orexpenditures ~~sell~~are ~~any~~in ofalignment ~~their~~with ~~founder~~budgeted ~~shares~~ and ~~any~~contractually ~~Class~~agreed ~~A ordinary shares issued~~ upon ~~conversion~~amounts ~~thereof~~with service ~~until~~providers. ~~the~~Interest ~~earlier~~income ofis ~~(i)~~reviewed ~~six~~to ~~months~~assist ~~after~~in ~~the~~forecasting ~~completion~~amounts of acash, ~~Business~~cash ~~Combination and (ii) subsequent to a Business Combination~~equivalents, ~~the~~treasury ~~date on which the Company consummates a subsequent liquidation~~securities, ~~merger,~~and ~~share~~marketable securities ~~exchange~~held ~~or other similar transaction which results~~ in ~~all of~~ the ~~Company’s~~Trust ~~shareholders~~Account ~~having the right~~ to ~~exchange~~assess ~~their~~amounts ~~Class~~available ~~A Ordinary Shares for cash, securities or other property. Any permitted transferees will be subject~~ to the ~~same restrictions and other agreements of the~~ Company’s ~~initial shareholders with respect~~ to ~~any~~effect ~~founder~~an ~~shares (the “Lock-up”). Notwithstanding the foregoing, if the Company consummates a transaction after the~~ initial Business Combination ~~which~~within ~~results in~~ the Completion ~~Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up~~Window.

~~Promissory Note — Related Party~~15

~~The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering (the “Promissory~~ Note~~”).~~ ~~The~~6 ~~Promissory~~— ~~Note~~Related ~~was~~Party non-interest bearing, unsecured and due at the earlier of (i) the closing of the Initial Public Offering or (ii) the date which the Company determines not to proceed with the Initial Public Offering. The Promissory Note was repaid in full on August 28, 2025 from the proceeds of the Initial Public Offering and private placement. Prior to repayment, the Company had borrowed $270,394, under the Promissory Note. The Company paid $272,716 to the Sponsor, resulting in an overpayment of $2,322 that is recorded as a related party receivable as of September 30, 2025. The Promissory note is no longer available for drawdown subsequent to the close of the Initial Public Offering. Accordingly the balance under the Promissory Note as of September 30, 2025 and December 31, 2024 was $0 and $11,394, respectively.Transactions

16Founder Shares

~~Administrative~~On ~~Services~~January 23, 2025 the Sponsor made capital contributions of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 5,750,000 Class B ordinary shares (“founder shares”) to the Sponsor. In March 2025, the Company effected a share capitalization pursuant to which the Company issued an additional 1,916,667 founder shares resulting in an aggregate of 7,666,667 founder shares outstanding to the Sponsor, resulting in a price per share of approximately $0.003 per share. Our Sponsor transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the Initial Public Offering, 20,000 founder shares (or 100,000 in the aggregate) to each of the Company’s directors, Christopher Bradley, Brian Rudick, Mathew August, Danel Calvillo Armendariz and Dr. Jim Kyung Soo Liew, for the sum of $0.003 per share. The Company accounted for the transfer of founder shares to the directors in accordance with ASC 718, “Stock Based Compensation” and recognized the grant date fair value of the 100,000 founder shares as compensation costs upon the consummation of the Initial Public Offering. The fair value of the founder shares at their grant date, July 25, 2025, was $5.59 per founder share, or an aggregate value of $559,000 for the 100,000 transferred founder shares.

~~Commencing on~~The ~~the~~Company’s ~~effective~~initial ~~date~~shareholders ofhave ~~the~~agreed ~~Registration~~not ~~Statement~~to transfer, ~~the~~assign ~~Company~~or ~~entered~~sell ~~into~~any anof ~~agreement~~their ~~with~~founder ~~our~~shares ~~Sponsor~~and toany ~~pay~~Class anA ~~aggregate~~ordinary ~~of $30,000 per~~shares ~~month~~issued ~~for~~upon ~~company~~conversion ~~administration,~~thereof ~~office~~until ~~space,~~the ~~utilities,~~earlier ~~and~~of ~~secretarial~~(i) ~~and~~six ~~administrative~~months ~~support.~~after ~~Upon~~the completion of ~~the initial~~a Business Combination orand (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s ~~will~~shareholders ~~cease~~having ~~paying~~ the ~~$30~~right to exchange their Class A Ordinary Shares for cash,~~000 per~~ ~~month~~securities ~~fee~~or other property. ~~The~~Any ~~Company~~permitted ~~has~~transferees ~~recorded~~will ~~$34,839 for~~be subject to the ~~three~~same restrictions and ~~nine~~other ~~months~~agreements ~~ended~~of ~~September 30,~~the ~~2025~~Company’s ~~and~~initial ~~has~~shareholders ~~paid~~with norespect ~~amounts~~to ~~under~~any founder shares (the ~~agreement~~“Lock-up”). asNotwithstanding ofthe ~~September 30~~foregoing, ~~2025,~~ ~~resulting~~if inthe Company consummates a ~~$34,839 accrual~~transaction asafter ofthe ~~September 30,~~initial ~~2025~~Business ~~that~~Combination iswhich ~~recorded~~results toin ~~accrued~~the ~~expenses~~Company’s onshareholders having the ~~consolidated~~right ~~balance~~to ~~sheets.~~exchange Notheir ~~amounts~~shares ~~were~~for ~~accrued~~cash, assecurities ofor ~~December~~other 31property, ~~2024~~the asfounder ~~the~~shares ~~agreement~~will ~~was~~be ~~not~~released ~~yet~~from inthe ~~effect~~Lock-up.

Promissory Note — Related Party ~~Loans~~

InThe Sponsor ~~order~~agreed to ~~finance~~loan ~~transaction~~the ~~costs~~Company ~~in connection with~~ an ~~intended~~aggregate ~~initial~~of ~~Business~~up ~~Combination~~to $300,000 to ~~the~~be ~~Sponsor~~used orfor ana ~~affiliate~~portion of the ~~Sponsor~~expenses ~~or certain~~ of ~~our~~the ~~officers~~Initial ~~and~~Public Offering ~~directors may, but are not obligated to, loan~~ (the ~~Company~~“Promissory ~~funds~~Note”). asThe ~~may~~Promissory beNote ~~required~~was ~~on a~~ non-interest ~~basis~~bearing, ~~(the~~unsecured ~~“Working~~and ~~Capital~~due ~~Loans”).~~at Ifthe weearlier ~~complete~~of an(i) ~~initial~~the closing ~~Business~~of ~~Combination,~~ the ~~Company~~Initial ~~would~~Public ~~repay~~Offering ~~such~~or ~~loaned~~(ii) ~~amounts. In~~ the ~~event~~date ~~that~~which the ~~initial~~Company ~~Business~~determines ~~Combination~~not ~~does~~to ~~not~~proceed ~~close,~~with the ~~Company~~Initial ~~may~~Public ~~use~~Offering. The ~~amounts~~Promissory ~~held~~Note ~~outside~~was ~~the~~repaid ~~Trust~~in ~~Account~~full toon ~~repay~~August 28, ~~such~~2025 ~~loaned~~from ~~amounts~~the ~~but no~~ proceeds ~~from~~of the ~~Trust~~Initial ~~Account~~Public ~~would~~Offering beand ~~used~~private ~~for~~placement. Prior ~~such~~to repayment., Upthe toCompany had borrowed $1270,~~500~~394,~~000~~ under ofthe ~~such~~Promissory ~~loans~~Note. ~~may~~The beCompany ~~convertible~~paid ~~into~~$272,716 to ~~units of~~ the ~~post~~Sponsor, ~~business~~resulting ~~combination~~in ~~entity~~an atoverpayment ~~a price~~ of $~~10.00~~2,322 that ~~per~~was ~~unit~~recorded atas ~~the~~a ~~option~~related ofparty ~~the~~receivable ~~lender.~~and ~~Such~~repaid in ~~units~~full ~~would~~as beof ~~identical~~December 31, ~~to the Private Units~~2025. ~~Except~~The asPromissory ~~set~~note ~~forth~~is ~~above,~~no ~~the~~longer ~~terms~~available offor ~~such~~drawdown ~~loans,~~subsequent ifto ~~any,~~the ~~have~~close ~~not~~of ~~been~~the ~~determined~~Initial Public ~~and~~Offering. Accordingly, no ~~written~~amounts ~~agreements~~are ~~exist~~outstanding ~~with~~under ~~respect~~the toPromissory ~~such~~Note ~~loans.~~as As of ~~September 30~~March 31, ~~2025~~ 2026 and December 31, ~~2024, no such Working Capital Loans were outstanding~~2025.

~~Note~~Due 7to —Related ~~Commitments and Contingencies~~Party

~~Risks~~The ~~and~~Sponsor ~~Uncertainties~~transferred $35,000 in cash to the Company during the three months ended March 31, 2026. As such, the due to related party balance is $35,000. The Company intends to repay the amount in full to the Sponsor. No amounts were due to related party as of December 31, 2025.

~~The~~Administrative ~~United~~Services States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.Agreement

~~Any~~Commencing ofon the ~~above~~effective ~~mentioned~~date ~~factors~~of the Registration Statement, orthe ~~any~~Company ~~other~~entered ~~negative~~into ~~impact~~an onagreement ~~the~~with ~~global~~our ~~economy~~Sponsor to pay an aggregate of $30,000 ~~capital~~per ~~markets~~month orfor ~~other~~company ~~geopolitical~~administration, ~~conditions~~office ~~resulting~~space, ~~from~~utilities, ~~the~~and ~~Russian~~secretarial ~~invasion~~and administrative support. Upon completion of ~~Ukraine~~the initial Business Combination or the liquidation, the ~~escalation~~Company ofwill cease paying the ~~Israel-Hamas~~$30,000 ~~conflict~~per ~~and~~month ~~subsequent~~fee. ~~sanctions~~For orthe ~~related~~three ~~actions~~months ended March 31, ~~could~~2026 ~~adversely~~and ~~affect~~2025, the Company’s ~~search~~recorded ~~for~~$90,000 anand ~~initial~~$0, ~~Business~~respectively, ~~Combination~~ and ~~any~~paid ~~target~~$90,000 ~~business~~and ~~with~~$0, ~~which~~respectively under the ~~Company~~agreement. ~~may~~As ~~ultimately~~of ~~consummate~~March an31, ~~initial~~2026 ~~Business~~and ~~Combination~~December 31, 2025, no amounts were outstanding under the agreement.

1716

~~Registration~~Consulting ~~Rights~~Agreements

~~The~~On ~~holders~~November of10, 2025, the ~~(i)~~Company ~~founder~~entered ~~shares,~~into ~~which~~consulting ~~were~~agreements ~~issued~~with inRyan aGentry ~~private~~and ~~placement~~Vikas ~~prior~~Mittal to (the ~~closing~~“Consulting ofAgreements”) ~~this~~pursuant ~~offering,~~to ~~(ii)~~which ~~Private~~Mr. ~~Units~~Gentry (and ~~the~~Mr. ~~securities~~Mittal ~~comprising~~agreed ~~such~~to ~~units~~provide ~~and~~ the ~~Class~~Company Awith ~~ordinary~~consulting ~~shares~~services, ~~issuable~~which ~~upon~~may ~~exercise~~include ofbut ~~the~~are ~~Private~~not ~~Placement~~limited ~~Warrants)~~to, ~~which~~assisting ~~will~~with beanalysis ~~issued~~and inadvice aregarding ~~private~~the ~~placement~~potential ~~simultaneously~~investment ~~with~~opportunities ~~the~~for ~~closing~~special ofpurpose ~~this~~acquisition ~~offering~~companies, accounting and ~~(iii)~~bookkeeping, ~~Private~~and ~~Units~~administrative ~~(and~~support. Pursuant to the ~~securities~~terms ~~comprising~~of ~~such~~the ~~units~~Consulting ~~and~~Agreements, ~~the~~Mr. ~~Class~~Gentry Ais ~~ordinary~~entitled ~~shares~~to ~~issuable~~a ~~upon~~consulting ~~exercise~~fee of ~~the~~$12,500 ~~Private~~per ~~Placement~~month ~~Warrants)~~and ~~that~~Mr. ~~may~~Mittal beis ~~issued~~entitled ~~upon~~to ~~conversion~~a consulting fee of ~~Working~~$17,500 ~~Capital~~per ~~Loans~~month, ~~will~~payable ~~have~~at ~~registration~~the ~~rights~~end toof ~~require~~each ~~the~~monthly ~~Company~~period. toThe ~~register~~Consulting aAgreements ~~sale~~will ofterminate ~~any~~automatically upon completion of a business combination by the Company’s, ~~securities~~unless ~~held~~sooner terminated by ~~them~~either ~~and~~party ~~any~~subject ~~other~~to ~~securities of~~ the ~~Company~~terms ~~acquired~~and byconditions ~~them~~therein. ~~prior~~For to the ~~consummation~~three ofmonths anended ~~initial~~March ~~Business~~31, ~~Combination~~2026, ~~pursuant~~the toCompany aincurred ~~registration~~$87,650 ~~rights~~and ~~agreement~~paid to$60,000, beresulting ~~signed~~in ~~prior~~an tooutstanding orbalance onof $27,650 under the ~~effective~~Consulting ~~date~~Agreements as of ~~this~~March ~~offering~~31, 2026.

~~The~~Related ~~holders~~Party of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. Notwithstanding anything to the contrary, CCM may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which this prospectus forms a part. In addition, CCM may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus forms a part. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Loans

~~Underwriting~~In ~~Agreement~~order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (the “Working Capital Loans”). If we complete an initial Business Combination, the Company would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post business combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

~~The~~Note ~~Company~~7 ~~granted~~— ~~the~~Commitments ~~underwriter~~and a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Units to cover over-allotments. On August 28, 2025, the underwriters fully exercised their over-allotment option to purchase an additional 3,000,000 Units.Contingencies

~~The~~Risks underwriter was paid a cash underwriting discount of 2.00% of the gross proceeds of the units offered in the Initial Public Offering, or $4,600,000 in the aggregate. The underwriter used $3,162,500 of such funds to purchase 316,250 Private Units at $10.00 per Private Unit. Additionally, the underwriter is entitled to a deferred underwriting discount of 4.00% of the gross proceeds of the Initial Public Offering held in the Trust Account (based on the percentage of funds remaining in the Trust Account after redemptions of Public Shares in accordance with the Underwriting Agreement between the Company and CCM), or $9,200,000 as of September 30, 2025. The deferred fee will become payable to the Underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.Uncertainties

~~Note~~Various social 8and —political ~~Shareholder’s~~circumstances ~~Equity~~in the U.S. and around the world (including rising trade tensions between the U.S. and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide.

~~Preference~~As ~~Shares~~a —result ~~The~~of ~~Company~~these iscircumstances ~~authorized~~and tothe ~~issue~~ongoing aglobal ~~total~~conflicts ofand/or 5other future global conflicts,~~000,000~~ the Company’s ability to ~~preference~~consummate ~~shares~~a atBusiness ~~par~~Combination, ~~value~~or the operations of ~~$0.0001~~a target business with which the Company ultimately consummates a Business Combination, ~~each~~may be materially and adversely affected. AtIn ~~September 30~~addition, ~~2025~~the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and ~~December~~debt 31financing which may be impacted by these events, ~~2024~~including as a result of increased market volatility, or ~~there~~decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of ~~were~~this noaction ~~preference~~and ~~shares~~potential ~~issued~~future sanctions on the world economy and the specific impact on the Company’s financial position, results of operations or ~~outstanding~~ability to consummate a Business Combination are not yet determinable. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Class A Ordinary Shares — The Company is authorized to issue a total of 445,000,000 Class A ordinary shares at par value of $0.0001 each. As of September 30, 2025 and December 31, 2024, there were 891,250 and no Class A ordinary shares issued and outstanding, excluding 23,000,000 and no Class A ordinary shares subject to possible redemption, respectively.17

~~Class~~Registration B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 each. On January 23, 2025, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for $25,000, or approximately $0.004 per share. In March 2025, the Company effected a share capitalization pursuant to which the Company issued an additional 1,916,667 founder shares resulting in an aggregate of 7,666,667 founder shares outstanding or approximately $0.003 per share. The founder shares included an aggregate of up to 1,000,000 shares subject to forfeiture if the over-allotment option did not exercise the over-allotment option in full. Our Sponsor has transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the Initial Public Offering, 20,000 founder shares (or 100,000 in the aggregate) to each of the Company’s directors, Christopher Bradley, Brian Rudick, Mathew August, Danel Calvillo Armendariz and Dr. Jim Kyung Soo Liew, for the sum of $0.003 per share. As such, there were 7,666,667 and no Class B ordinary shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.Rights

18The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Units (and the securities comprising such units and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) which will be issued in a private placement simultaneously with the closing of the Initial Public Offering and (iii) Private Units (and the securities comprising such units and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of an initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering.

The ~~founder~~holders ~~shares~~of ~~will~~these ~~automatically~~securities ~~convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion~~ will ~~not have any redemption rights or~~ be entitled to ~~liquidating~~make ~~distributions~~up ~~from the Trust Account if the Company fails~~ to ~~consummate~~three ~~an initial Business Combination) concurrently with or immediately following the consummation of an initial Business Combination or earlier at the option of the holder on a one-for-one basis~~demands, ~~subject~~excluding toshort ~~adjustment~~form ~~for share sub-divisions~~demands, ~~share~~that ~~capitalizations, reorganizations, recapitalizations and~~ the ~~like,~~Company ~~and~~register ~~subject~~such ~~to further adjustment as provided herein~~securities. In ~~the case that additional Class A ordinary shares~~addition, ~~or any other equity-linked securities, are issued or deemed issued in excess of~~ the amounts sold in this offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders ofhave acertain ~~majority~~“piggy-back” ofregistration ~~the~~rights ~~outstanding Class B ordinary shares agree to waive such adjustment~~ with respect to ~~any~~registration ~~such~~statements ~~issuance~~filed orsubsequent ~~deemed~~to ~~issuance) so that~~ the ~~number~~completion of ~~Class~~an Ainitial ~~ordinary~~Business ~~shares~~Combination. ~~issuable~~Notwithstanding ~~upon~~anything ~~conversion~~to ~~of all Class B ordinary shares will equal, in~~ the ~~aggregate~~contrary, ~~25%~~CCM ofmay ~~the~~only ~~sum~~make ofa ~~(i)~~demand ~~the~~on ~~total~~one ~~number~~occasion ofand ~~all~~only ~~Class~~during ~~A ordinary shares outstanding upon~~ the ~~completion of this offering (including any Class A ordinary shares issued pursuant to the underwriter’s over~~five-~~allotment~~year ~~option~~period ~~and~~beginning ~~excluding~~on the ~~Class~~effective Adate ~~ordinary shares comprising part~~ of the ~~Private~~registration ~~Units~~statement ~~and~~of the ~~Class~~Initial APublic ~~ordinary~~Offering. ~~shares~~In ~~underlying the Private Placement Warrants issued to the Sponsor)~~addition, ~~plus~~CCM ~~(ii)~~may ~~all~~participate ~~Class~~in Aa ~~ordinary shares and equity~~“piggy-~~linked~~back” ~~securities~~registration ~~issued~~only orduring ~~deemed issued, in connection with~~ the ~~closing of the initial Business Combination (excluding any shares or equity~~seven-~~linked~~year ~~securities~~period ~~issued,~~beginning oron ~~to be issued, to any seller in~~ the ~~initial~~effective ~~Business~~date ~~Combination and any private placement-equivalent units issued to our Sponsor or any~~ of ~~its affiliates or to~~ the ~~Company’s~~registration ~~officers~~statement ~~or directors upon conversion~~ of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination and any Class A ordinary shares redeemed by public shareholders in connection with any amendment to our amended and restated memorandum and articles of association made prior to the ~~consummation~~Initial ofPublic ~~the~~Offering. ~~initial~~The ~~business~~Company ~~combination~~will ~~(A)~~bear ~~to modify~~ the ~~substance~~expenses orincurred ~~timing of our obligation to allow redemption~~ in connection with ~~our~~the ~~initial~~filing ~~business combination or to redeem 100%~~ of ~~our public shares if we do not complete our initial business combination within the completion window or (B) with respect to~~ any ~~other material provisions relating to the rights of holders of Class A ordinary shares or pre-business combination activity; provided that~~ such ~~conversion~~registration ~~of founder shares will never occur on a less than one-for-one basis~~statements.

~~Holders~~Underwriting of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Company’s amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, a special resolution under Cayman Islands law and the Company’s amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50% of the Company’s ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of an initial Business Combination, only holders of the Company’s Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Company’s Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the Company’s amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of an initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.Agreement

~~Note~~The 9Company —granted ~~Fair~~the ~~Value~~underwriter ~~Measurements~~a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Units to cover over-allotments. On August 28, 2025, the underwriters fully exercised their over-allotment option to purchase an additional 3,000,000 Units.

The ~~fair~~underwriter ~~value~~was paid a cash underwriting discount of 2.00% of the ~~Company’s~~gross ~~financial~~proceeds ~~assets~~of ~~and~~the ~~liabilities~~units ~~reflects~~offered ~~management’s~~in ~~estimate~~the Initial Public Offering, or $4,600,000 in the aggregate. The underwriter used $3,162,500 of ~~amounts~~such ~~that~~funds to purchase 316,250 Private Units at $10.00 per Private Unit. Additionally, the ~~Company~~underwriter ~~would~~is ~~have~~entitled ~~received~~to ina ~~connection~~deferred ~~with~~underwriting discount of 4.00% of the ~~sale~~gross proceeds of the ~~assets~~Initial orPublic ~~paid~~Offering held in ~~connection~~the ~~with~~Trust Account (based on the ~~transfer~~percentage of funds remaining in the ~~liabilities~~Trust Account after redemptions of Public Shares in anaccordance ~~orderly~~with ~~transaction~~the Underwriting Agreement between ~~market~~the ~~participants~~Company atand CCM), or $9,200,000. The deferred fee will become payable to the ~~measurement~~Underwriter ~~date~~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.

19Note 8 — Shareholder’s Equity

~~Recurring~~Preference ~~Fair~~Shares ~~Value~~— ~~Measurements~~The Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. As of March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The ~~following~~Company ~~table~~is ~~presents~~authorized ~~information~~to ~~about~~issue ~~the~~a ~~Company’s~~total ~~recurring~~of ~~fair~~445,000,000 Class A ordinary shares at par value ~~measurements~~of as$0.0001 each. As of ~~September~~March 3031, 2026 and December 31, 2025, ~~and~~there ~~indicates~~were ~~the~~891,250 ~~fair~~Class ~~value~~A ~~hierarchy~~ordinary ofshares ~~the~~issued ~~valuation~~and ~~inputs~~outstanding, ~~the~~excluding ~~Company~~23,000,000 ~~utilized~~Class toA ~~determine~~ordinary ~~such~~shares ~~fair~~subject ~~value:~~to possible redemption.

Schedule of Assets measured at fair value on a recurring basis
	Level	Fair Value
Assets:
United States Treasury Bills held in Trust Account	1	$	230,876,657

~~There~~Class B ~~were~~Ordinary noShares ~~recurring~~— ~~fair~~The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value ~~measurements~~of $0.0001 each. On January 23, 2025, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for $25,000, or approximately $0.004 per share. In March 2025, the Company effected a share capitalization pursuant to which the Company issued an additional 1,916,667 founder shares resulting in an aggregate of 7,666,667 founder shares outstanding or approximately $0.003 per share. The founder shares included an aggregate of up to 1,000,000 shares subject to forfeiture if the underwriter did not exercise the over-allotment option in full. Our Sponsor has transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the Initial Public Offering, 20,000 founder shares (or 100,000 in the aggregate) to each of the Company’s directors, Christopher Bradley, Brian Rudick, Mathew August, Danel Calvillo Armendariz and Dr. Jim Kyung Soo Liew, for the sum of $0.003 per share. As such, there were 7,666,667 Class B ordinary shares issued and outstanding as of ~~December~~March 31, ~~2024~~2026 and December 31, 2025.

~~Non~~The founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company fails to consummate an initial Business Combination) concurrently with or immediately following the consummation of an initial Business Combination or earlier at the option of the holder on a one-~~recurring~~for-one ~~Fair~~basis, ~~Value~~subject ~~Measurements~~to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriter’s over-allotment option and excluding the Class A ordinary shares comprising part of the Private Units and the Class A ordinary shares underlying the Private Placement Warrants issued to the Sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent units issued to our Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination and any Class A ordinary shares redeemed by public shareholders in connection with any amendment to our amended and restated memorandum and articles of association made prior to the consummation of the initial business combination (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-business combination activity; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

~~The~~Holders ~~following~~of ~~table~~record ~~presents~~of ~~information~~the ~~about~~Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Company’s ~~non~~amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, a special resolution under Cayman Islands law and the Company’s amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-~~recurring~~thirds ~~fair~~of ~~value~~the ~~measurements~~votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the ~~valuation~~Company’s ~~date~~amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50% of the Company’s ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of an initial Business Combination, only holders of the Company’s Class B ordinary shares will (i) have the right to vote on the appointment and ~~indicates~~removal of directors and (ii) be entitled to vote on continuing the ~~fair~~Company ~~value~~in ~~hierarchy~~a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the ~~valuation~~Cayman ~~inputs~~Islands). Holders of the Company’s ~~utilized~~Class A ordinary shares will not be entitled to ~~determine~~vote on these matters during such ~~fair~~time. ~~value:~~These provisions of the Company’s amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of an initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

	Level	Fair Value
Equity:
Fair value of Public Warrants for Class A ordinary shares subject to possible redemption allocation at August 28, 2025	3	$	5,152,349
Class B ordinary shares (per share) at July 25, 2025	3	$	5.59

~~The~~Note ~~fair~~9 ~~value~~— ofFair ~~the~~Value Public Warrants is $5,152,349. The fair value of Public Warrants was determined using Black-Scholes Simulation Model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:Measurements

Schedule of fair value assumptions
	August 28,2025
Implied ordinary share price	$	9.82
Exercise price	$	11.50
Simulation term (years)		7.00
Risk-free rate		3.92	%
Estimated implied volatility		2.20	%
Calculated value per warrant	$	0.24
Market adjustment		42.63	%

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

~~The~~Recurring ~~fair~~Fair ~~value~~Value of the Class B ordinary shares is $5.59 per ordinary share on July 25, 2025, the grant date of the 100,000 Class B ordinary shares transferred to the Company’s directors. The fair value of the Class B ordinary shares was determined by applying a discount for lack of marketability (“DLOM”) to the underlying stock price of a Class A ordinary share, adjusted for the estimated probability of a successful initial Business Combination. The following table presents the quantitative information regarding market assumptions used in the valuation of the Class B ordinary shares:Measurements

Schedule of fair value assumptions
	July 25,2025
Underlying stock price	$	9.80
Estimated probability of an initial Business Combination		65.00	%
Estimated volatility		27.50	%
Risk-free rate		3.89	%
Time to expiration		2.50

The following table presents information about the Company’s recurring fair value measurements as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


	Level	Fair Value
March 31, 2026
Assets:
Cash held in money market mutual fund	1	$	2,590,082
United States Treasury Bills held in Trust Account	1	$	235,300,119
December 31, 2025
Assets:
Cash held in money market mutual fund	1	$	3,014,607
United States Treasury Bills held in Trust Account	1	$	233,253,391

~~Note~~Non-recurring 10Fair —Value ~~Subsequent Events~~Measurements

The ~~Company~~ ~~evaluated~~following ~~subsequent~~table ~~events~~presents ~~and~~information ~~transactions~~about ~~that~~the ~~occurred~~Company’s ~~after~~non-recurring ~~the~~fair ~~balance~~value ~~sheet~~measurements ~~date~~as ~~through~~of the valuation date, ~~that~~and indicates the ~~financial statements~~fair ~~are~~value ~~issued.~~hierarchy ~~Based~~of ~~upon~~the ~~this~~valuation ~~review,~~inputs the Company ~~did~~utilized ~~not~~to ~~identify~~determine ~~any~~such ~~subsequent~~fair ~~events that would have required adjustment or disclosure in the financial statements.~~value:

	Level	Fair Value
Equity:
Fair value of Public Warrants for Class A ordinary shares subject to possible redemption allocation at August 28, 2025	3	$	5,152,349
Class B ordinary shares (per share) at July 25, 2025	3	$	5.59

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~20

~~Unless~~The ~~otherwise~~fair ~~stated~~value orof the ~~context~~Public ~~otherwise~~Warrants ~~requires,~~is ~~references in this quarterly report to (i) the “Company~~$5,~~” “us~~152,~~” or “we” are to CSLM Digital Acquisition Corp~~349. ~~III,~~The ~~Ltd,~~fair avalue ~~Cayman Islands exempted company; (ii) “founder shares” are to shares~~ of ~~our~~Public ~~Class~~Warrants Bwas ~~ordinary~~determined ~~shares~~using ~~initially~~Black-Scholes ~~purchased~~Simulation byModel. ~~our~~The ~~Sponsor in a private placement prior to our Initial~~ Public ~~Offering,~~Warrants ~~and~~have ~~the~~been ~~shares~~classified ofwithin ~~our~~shareholders’ ~~Class~~deficit ~~A ordinary shares issued upon the conversion thereof;~~ and ~~(iii)~~will ~~“Sponsor”~~not ~~are~~require toremeasurement ~~CSLM~~after ~~Acquisition Sponsor II, Ltd, a Delaware limited liability company~~issuance. The following ~~discussion~~table ~~and~~presents ~~analysis of~~ the ~~Company’s~~quantitative ~~financial~~information ~~condition~~regarding ~~and~~market ~~results~~assumptions ofused ~~operations should be read~~ in ~~conjunction with~~ the ~~financial~~valuation ~~statements~~of ~~and~~ the ~~notes~~Public ~~thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.~~Warrants:

Special Note Regarding Forward-Looking Statements

Schedule of fair value assumptions
	August 28, 2025
Implied ordinary share price	$	9.82
Exercise price	$	11.50
Simulation term (years)		7.00
Risk-free rate		3.92	%
Estimated implied volatility		2.20	%
Calculated value per warrant	$	0.24
Market adjustment		42.63	%

~~This~~The ~~quarterly~~fair ~~report,~~value ~~including statements under this “Management’s Discussion and Analysis~~ of ~~Financial~~the ~~Condition~~Class ~~and~~B ~~Results~~ordinary ofshares ~~Operations,”~~is ~~includes forward-looking statements~~$5.59 ~~These~~per ~~forward-looking~~ordinary ~~statements~~share ~~include,~~on ~~but are not limited to~~July 25, ~~statements regarding our or our management team’s expectations~~2025, ~~beliefs,~~the ~~intentions~~grant ordate ~~strategies~~of ~~regarding~~ the ~~future. In addition~~100,000 ~~any~~Class ~~statements~~B ~~that~~ordinary ~~refer~~shares transferred to ~~projections,~~the ~~forecasts~~Company’s ~~or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements~~directors. The ~~words~~fair ~~“anticipate,”~~value ~~“believe,”~~of “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~~Class ofB ~~these~~ordinary ~~words~~shares ~~does~~was ~~not~~determined ~~mean~~by ~~that~~applying a ~~statement~~discount isfor ~~not~~lack a forward-looking statement. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of ~~factors~~marketability ~~could~~(“DLOM”) ~~cause actual events, performance or results~~ to ~~differ materially from~~ the ~~events,~~underlying ~~performance~~stock ~~and~~price ~~results discussed in the forward-looking statements. For information identifying some~~ of ~~the~~a ~~important~~Class ~~factors~~A ~~that~~ordinary ~~could cause actual results to differ materially from those anticipated in the forward-looking statements~~share, ~~please~~adjusted ~~refer~~for to the ~~discussion~~estimated ~~under~~probability ~~the~~of ~~headings~~a ~~“Cautionary~~successful ~~Note~~initial ~~Regarding~~Business ~~Forward-Looking Statements” and “Risk Factors” in our final prospectus filed with the U~~Combination.S. ~~Securities~~The ~~and~~following ~~Exchange~~table ~~Commission~~presents (the ~~“SEC”)~~quantitative oninformation ~~August~~regarding ~~27,~~market ~~2025.~~assumptions ~~The~~used ~~Company’s~~in ~~securities filings can be accessed on~~ the ~~EDGAR~~valuation ~~section~~ of the ~~SEC’s~~Class ~~website~~B atordinary www.sec.gov. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.shares:

Overview

Schedule of fair value assumptions
	July 25, 2025
Underlying stock price	$	9.80
Estimated probability of an initial Business Combination		65.00	%
Estimated volatility		27.50	%
Risk-free rate		3.89	%
Time to expiration		2.50

WeNote ~~are~~10 a— ~~blank~~Subsequent check company, incorporated on July 26, 2024 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to a business combination with us. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the sale of the private units, our shares, debt or a combination of cash, shares and debt. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the sale of the private units, our common equity or any preferred equity that we may create in accordance with the terms of our charter documents, debt, or a combination of cash, common or preferred equity and debt.Events

The Company ~~issuance~~evaluated ofsubsequent ~~additional~~events ~~ordinary~~and ~~shares~~transactions orthat occurred after the ~~creation~~balance ofsheet ~~one~~date orthrough ~~more~~the ~~classes~~date ofthat ~~preference~~the ~~shares~~unaudited condensed ~~during~~financial ~~our~~statements ~~initial~~are ~~business~~issued. ~~combination:~~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.

~~● may significantly dilute the equity interest of investors in this offering who would not have pre-emption rights in respect of any such issue;~~21

●Item ~~may~~2. ~~subordinate~~Management’s ~~the~~Discussion ~~rights~~and ofAnalysis ~~holders~~ of ~~ordinary~~Financial ~~shares~~Condition ~~if the rights, preferences, designations~~ and ~~limitations~~Results ~~attaching~~of ~~to the preference shares are senior to those afforded our ordinary shares;~~Operations

22Unless otherwise stated or the context otherwise requires, references in this quarterly report to (i) the “Company,” “us,” or “we” are to CSLM Digital Asset Acquisition Corp. III, Ltd, a Cayman Islands exempted company; (ii) “founder shares” are to shares of our Class B ordinary shares initially purchased by our Sponsor in a private placement prior to our Initial Public Offering, and the shares of our Class A ordinary shares issued upon the conversion thereof; and (iii) “Sponsor” are to CSLM Acquisition Sponsor II, Ltd, a Delaware limited liability company. 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 on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

●Special ~~could~~Note ~~cause~~Regarding aForward-Looking change in control if a substantial number of ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;Statements

●This ~~may~~quarterly ~~have~~report, including statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, beliefs, intentions or strategies regarding the ~~effect~~future. In addition, any statements that refer to projections, forecasts or other characterizations of ~~delaying~~future events or ~~preventing~~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 ~~change~~statement is not a forward-looking statement. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of ~~control~~factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying some of usthe byimportant ~~diluting~~factors that could cause actual results to differ materially from those anticipated in the ~~share~~forward-looking ~~ownership~~statements, orplease ~~voting~~refer ~~rights~~to the discussion under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in our final prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 27, 2025. The Company’s securities filings can be accessed on the EDGAR section of athe ~~person~~SEC’s ~~seeking~~website at www.sec.gov. Except as expressly required by applicable securities law, we disclaim any intention or obligation to ~~obtain~~update ~~control~~or revise any forward-looking statements whether as a result of ~~us;~~new ~~and~~information, future events or otherwise.

~~● may adversely affect prevailing market prices for our public shares.~~Overview

~~Similarly~~We are a blank check company, ifincorporated on July 26, 2024 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We have not selected any specific business combination target, and we ~~issue~~have ~~debt~~not, ~~securities~~nor has anyone on our behalf, engaged in any substantive discussions, directly or ~~otherwise~~indirectly, ~~incur~~with ~~significant~~any ~~indebtedness~~business combination target with respect to a business combination with us. We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the sale of the private units, itour ~~could~~shares, ~~result~~debt or a combination of cash, shares and debt. We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the sale of the private units, our common equity or any preferred equity that we may create in: accordance with the terms of our charter documents, debt, or a combination of cash, common or preferred equity and debt.

●The ~~default~~issuance ~~and~~of ~~foreclosure~~additional onordinary ~~our~~shares ~~assets~~or ifthe ~~our~~creation ~~operating~~of ~~revenues~~one ~~after~~or ~~our~~more ~~initial~~classes ~~business~~of ~~combination~~preference ~~are~~shares ~~insufficient~~during ~~to repay~~ our ~~debt~~initial ~~obligations;~~business combination:

● ~~acceleration~~may ofsignificantly ~~our~~dilute ~~obligations to repay~~ the ~~indebtedness~~equity ~~even if we make all principal and~~ interest ~~payments~~of ~~when~~investors ~~due~~in ~~if we breach certain covenants that require~~ the ~~maintenance~~IPO ofwho ~~certain~~would ~~financial~~not ~~ratios~~have orpre-emption ~~reserves~~rights ~~without~~in arespect ~~waiver or renegotiation~~ of ~~that~~any ~~covenant~~such issue;

● ~~our~~may ~~immediate~~subordinate ~~payment~~the rights of ~~all~~holders ~~principal~~of ~~and~~ordinary ~~accrued~~shares ~~interest,~~ if ~~any~~the rights, ifpreferences, designations and limitations attaching to the ~~debt~~preference isshares ~~payable~~are onsenior ~~demand~~to those afforded our ordinary shares;

● our inability to obtain necessary additional financing if any document governing such debt contains covenants restricting our ability to obtain such financing while the debt security is outstanding;22

● could cause a change in control if a substantial number of ordinary shares are issued, which may affect, among other things, our ~~inability~~ability to ~~pay~~use ~~dividends~~our onnet operating loss carry forwards, if any, and could result in the resignation or removal of our ~~ordinary~~present ~~shares~~officers and directors;

● ~~using~~may ahave ~~substantial~~the ~~portion~~effect of ~~our~~delaying ~~cash~~or ~~flow~~preventing toa ~~pay~~change ~~principal~~of ~~and~~control ~~interest~~of onus ~~our~~by ~~debt,~~diluting ~~which will reduce~~ the ~~funds~~share ~~available~~ownership ~~for~~or ~~dividends~~voting onrights ~~our~~of ~~ordinary~~a ~~shares~~person ifseeking ~~declared,~~to ~~expenses,~~obtain ~~capital~~control ~~expenditures,~~of ~~acquisitions~~us; and ~~other general corporate purposes;~~

● ~~limitations~~may onadversely ~~our~~affect ~~flexibility~~prevailing inmarket ~~planning~~prices for ~~and reacting to changes in~~ our ~~business~~public ~~and in the industry in which we operate;~~shares.

●Similarly, ~~increased~~if ~~vulnerability~~we toissue ~~adverse~~debt ~~changes~~securities inor ~~general~~otherwise ~~economic,~~incur ~~industry~~significant ~~and~~indebtedness, ~~competitive~~it ~~conditions~~could ~~and~~result ~~adverse changes~~ in ~~government regulation; and~~:

● ~~limitations~~default and foreclosure on our ~~ability~~assets toif ~~borrow~~our ~~additional~~operating ~~amounts~~revenues ~~for~~after ~~expenses, capital expenditures, acquisitions, debt service requirements, execution of~~ our ~~strategy~~initial ~~and~~business ~~other~~combination ~~purposes~~are ~~and~~insufficient ~~other disadvantages compared~~ to repay our ~~competitors who have less~~ debt. obligations;

As● ~~indicated~~acceleration inof ~~the~~our ~~accompanying~~obligations ~~financial~~to ~~statements~~repay asthe ofindebtedness ~~September 30,~~even ~~2025,~~if we ~~had~~make ~~$3,526,414~~all inprincipal ~~cash, $230,876,657 of treasury securities held in the Trust Account,~~ and ~~working~~interest ~~capital~~payments ofwhen ~~$3,482,424.~~due ~~Further,~~if we ~~expect~~breach tocertain ~~incur~~covenants ~~significant~~that ~~costs~~require in the ~~pursuit~~maintenance of ~~our~~certain ~~acquisition~~financial ~~plans.~~ratios Weor ~~cannot~~reserves ~~assure~~without ~~you~~a ~~that~~waiver ~~our plans to raise capital~~ or torenegotiation ~~complete~~of ~~our~~that ~~initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.~~covenant;

~~Results~~● our immediate payment of ~~Operations~~all principal and ~~Known~~accrued ~~Trends~~interest, orif ~~Future~~any, ~~Events~~if the debt is payable on demand;

We● ~~have~~our ~~neither~~inability ~~engaged in any operations nor generated any revenues~~ to ~~date.~~obtain ~~Our only activities since inception have been organizational activities and those~~ necessary toadditional ~~prepare~~financing ~~for~~if ~~the Initial Public Offering that closed on August 28, 2025. Following the Initial Public Offering, we will not generate~~ any ~~operating~~document ~~revenues~~governing ~~until~~such ~~after~~debt ~~completion~~contains ofcovenants restricting our ~~initial~~ability ~~business~~to ~~combination.~~obtain Wesuch ~~will~~financing ~~generate~~while ~~non-operating income in~~ the ~~form~~debt ofsecurity ~~interest~~is income on cash, cash equivalents, and treasury securities held in the Trust Account and dividend income on marketable securities held in the Trust Account after the Initial Public Offering. After the Initial Public Offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. outstanding;

23● our inability to pay dividends on our ordinary shares;

~~Liquidity~~● using a substantial portion of our cash flow to pay principal and ~~Capital~~interest ~~Resources~~on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

~~Our~~● ~~liquidity~~limitations ~~needs~~on ~~have~~our ~~been~~flexibility ~~satisfied~~in ~~prior~~planning tofor ~~the~~and ~~completion~~reacting ~~of the Initial Public Offering through $25,000 paid by the Sponsor~~ to ~~cover~~changes ~~certain~~in of our ~~offering~~business and ~~formation costs~~ in ~~exchange for~~ the ~~issuance~~industry ~~of the founder shares to our Sponsor and $300,000~~ in ~~loans~~which ~~from~~we ~~our Sponsor.~~operate;

On● ~~August 28,~~increased ~~2025,~~vulnerability ~~the~~to ~~Company~~adverse ~~consummated~~changes ~~the initial public offering (the “Initial Public Offering”) of 23,000,000 units (the “Units”), including the full exercise by the underwriters of their over-allotment option~~ in ~~the~~general ~~amount of 3~~economic,~~000,000~~ ~~Units,~~industry atand ~~$10.00~~competitive ~~per~~conditions ~~Unit, generating gross proceeds of $230,000,000. Each Unit consists of one Class A ordinary share (the “Public Shares”),~~ and ~~one-half~~adverse ofchanges ~~one~~in ~~redeemable~~government ~~warrant~~regulation; ~~(the “Public Warrants”).~~and

~~Simultaneously~~● ~~with~~limitations ~~the~~on ~~closing~~our ofability ~~the~~to ~~Initial~~borrow ~~Public~~additional ~~Offering,~~amounts ~~the~~for ~~Company consummated the sale of 891~~expenses,~~250~~ ~~Private~~capital ~~Units at a price of $10.00 per Private Unit~~expenditures, ~~in a private placement to the Sponsor and CCM~~acquisitions, ~~the~~debt ~~representative~~service ~~of the underwriter in the Initial Public Offering~~requirements, ~~generating~~execution ~~gross proceeds~~ of ~~$8,912,550.~~our ~~Each~~strategy ~~Private~~and ~~Unit~~other ~~consists~~purposes ~~of one Class A ordinary share~~ and ~~one-half~~other ofdisadvantages ~~one~~compared ~~Private Placement. Each whole Warrant entitles the holder~~ to ~~purchase~~our ~~one~~competitors ~~Class~~who Ahave ~~ordinary~~less ~~share at a price of $11~~debt.~~50 per share, subject to adjustment.~~

~~Transaction~~As ~~costs~~indicated ~~amounted~~in tothe ~~$14~~accompanying unaudited condensed financial statements as of March 31,~~245~~ 2026 and December 31,~~395~~ 2025, ~~consisting~~we ofhad $42,~~600~~802,~~000~~146 ofand $3,108,288 in cash ~~underwriting~~and ~~fee~~cash equivalents, uprespectively, to$235,300,119 and $9233,~~200~~253,~~000~~391 of ~~deferred~~treasury ~~underwriting~~securities ~~fee~~held ~~(based~~in on the ~~percentage~~Trust Account, respectively, and working capital of ~~funds~~$2,288,673 ~~remaining~~and $2,973,730, respectively. Further, we expect to incur significant costs in the ~~Trust~~pursuit ~~Account~~of ~~after~~our ~~redemptions~~acquisition plans. ofWe ~~Public~~cannot ~~Shares~~assure inyou ~~accordance~~that ~~with~~our ~~the~~plans ~~Underwriting~~to ~~Agreement~~raise ~~between~~capital ~~the~~or ~~Company~~to ~~and~~complete ~~CCM)~~our initial business combination will be successful. These factors, ~~and~~among ~~$445~~others,~~395~~ ofraise ~~other~~substantial ~~offering~~doubt ~~costs~~about our ability to continue as a going concern.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).23

~~The~~Results ~~Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80%~~ of ~~the~~Operations ~~net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held~~ and ~~taxes~~Known ~~payable~~Trends on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or ~~acquires~~Future 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.Events

~~Following~~We ~~the~~have ~~closing~~neither ofengaged ~~the Initial Public Offering, an aggregate of $10.00 per Unit sold~~ in ~~the~~any ~~Initial~~operations ~~Public~~nor ~~Offering,~~generated orany ~~$230,000,000,~~revenues ~~from~~to ~~the net proceeds of the sale of the Units and the Private Units, was placed in a Trust Account and is initially invested only in U~~date.S. ~~government~~Our ~~treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest~~ only inactivities ~~direct~~since ~~U.S.~~inception ~~government~~have ~~treasury~~been ~~obligations;~~organizational ~~the~~activities ~~holding~~and ofthose ~~these~~necessary ~~assets in this form is intended~~ to beprepare ~~temporary and~~ for the ~~sole~~IPO ~~purpose~~that ofclosed ~~facilitating~~on ~~the~~August ~~intended~~28, ~~Business Combination~~2025. ToFollowing ~~mitigate~~ the ~~risk~~IPO, ~~that~~we ~~the~~will ~~Company~~not ~~might~~generate beany ~~deemed~~operating torevenues beuntil anafter ~~investment~~completion ~~company for purposes~~ of ~~the~~our ~~Investment~~initial ~~Company~~business ~~Act,~~combination. ~~which~~We ~~risk~~will ~~increases~~generate ~~the~~non-operating ~~longer~~income ~~that the Company holds investments~~ in the ~~Trust~~form ~~Account,~~of ~~the~~interest ~~Company~~income ~~may, at any time (based~~ on ~~the~~cash, ~~management~~cash ~~team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act)~~equivalents, ~~instruct~~and ~~the~~treasury ~~trustee~~securities ~~to liquidate the investments~~ held in the Trust Account and ~~instead~~dividend toincome ~~hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned~~ on ~~the~~marketable ~~funds~~securities held in the Trust Account ~~that~~after ~~may be released to~~ the ~~Company~~IPO. toAfter ~~pay its taxes, if any,~~ the proceeds from the Initial Public Offering and the sale of the Private Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business CombinationIPO, ~~(ii)~~we ~~the~~expect ~~redemption of the Company’s Public Shares if the Company is unable~~ to ~~complete~~incur ~~the~~increased ~~initial~~expenses ~~Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date~~ as ~~the~~a ~~Company’s~~result ~~board~~ of ~~directors~~being ~~may~~a ~~approve~~public company (~~the~~for ~~“Completion Window”)~~legal, ~~subject~~financial ~~to applicable law~~reporting, oraccounting ~~(iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended~~ and ~~restated~~auditing ~~memorandum and articles of association to (A~~compliance) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, ifas ~~any,~~well ~~which~~as ~~could~~for ~~have~~due ~~priority~~diligence ~~over the claims of the Company’s public shareholders~~expenses.

24For the three months ended March 31, 2026, we had net income of $1,343,177. Net income was comprised of $2,046,728 of interest income on Trust Account and $25,475 of interest income on money market mutual fund, offset by $689,750 of general and administrative expenses, $18,493 of insurance expense and $20,783 of listing fees.

WeFor ~~may withdraw interest to pay our taxes, if any. We expect~~ the ~~interest~~three ~~earned~~months onended ~~the~~March ~~amount in the Trust Account will be sufficient to pay our income taxes. To the extent that our equity or debt is used~~31, ~~in whole or in part~~2025, aswe ~~consideration~~had tonet ~~complete~~loss ~~our~~of ~~initial business combination~~$31,587. ~~the~~Net ~~remaining~~loss ~~proceeds~~was ~~held~~comprised inof ~~the~~$31,587 ~~Trust Account will be used as working capital to finance the operations~~ of ~~the target business or businesses~~formation, ~~make~~general ~~other acquisitions~~ and ~~pursue~~administrative ~~our growth strategies~~expenses.

WeLiquidity ~~believe that the amount cash not held in the Trust Account raised in connection with the consummation of the Initial Public Offering~~ and ~~the~~Capital private placement will be sufficient to allow us to operate for at least the next 24 months, assuming that a business combination is not consummated during that time. Over this time period, we will be using these funds for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. We anticipate that we will incur the following approximate expenses to be paid from the amounts not held in the Trust Account:Resources

●Our liquidity needs have been satisfied prior to the completion of IPO through $~~400~~25,000 paid by the Sponsor to cover certain of ~~expenses~~our offering and formation costs in exchange for the ~~legal,~~issuance ~~accounting~~of the founder shares to our Sponsor and ~~other~~approximately ~~third-party~~$270,394 ~~expenses~~in ~~attendant~~borrowings tounder an unsecured promissory note from the ~~structuring~~Sponsor, ~~and~~which ~~negotiating~~was repaid in full at the closing of the IPO. Following the IPO, our ~~initial~~liquidity ~~business~~needs ~~combination;~~have been satisfied from the cash held outside our Trust Account generated from the net proceeds of the IPO and private placement.

●On August 28, 2025, the Company consummated the IPO of 23,000,000 Units, including the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $~~150~~10.00 per Unit, generating gross proceeds of $230,000,000. Each Unit consists of ~~expenses~~one ~~for~~Class ~~SEC~~A ~~filing~~Ordinary Share and ~~other~~one-half ~~legal~~of ~~and~~one ~~accounting~~Warrant, ~~fees~~with ~~related~~each whole Warrant entitling the holder thereof to ~~regulatory~~purchase ~~reporting~~one ~~obligations;~~Class A Ordinary Share for $11.50 per share (subject to adjustment).

●Simultaneously ~~$720~~with the closing of the IPO,~~000~~ ~~(equal~~the toCompany ~~$30~~consummated the sale of 891,~~000~~250 Private Units at a price of $10.00 per ~~month~~Private ~~for~~Unit, upin toa 24private ~~months)~~placement ~~for~~to ~~company~~the ~~administration~~Sponsor and CCM, ~~office~~the ~~space~~representative of the underwriter in the IPO, ~~utilities~~generating gross proceeds of $8,912,500. ~~and~~Each ~~secretarial~~Private Unit consists of one Class A ordinary share and ~~administrative~~one-half ~~support~~of ~~made~~one ~~available~~Private Placement Warrant. Each whole Warrant entitles the holder to ~~us;~~purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

●Transaction costs amounted to $~~250~~14,245,395, consisting of $4,600,000 ~~for~~of ~~directors~~cash ~~and~~underwriting ~~officers~~fee, ~~insurance;~~up to $9,200,000 of deferred underwriting fee (based on the percentage of funds remaining in the Trust Account after redemptions of public shares in accordance with the Underwriting Agreement between the Company and CCM), and $445,395 of other offering costs.

●The ~~$1,368,324~~Company’s ~~for~~management ~~working~~has ~~capital~~broad discretion with respect to ~~cover~~the ~~miscellaneous~~specific ~~expenses~~application of the net proceeds of the IPO and ~~general~~the ~~corporate~~Private ~~purposes~~Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

~~These~~The ~~amounts~~Company’s ~~are~~Business ~~estimates~~Combination ~~and~~must ~~may~~be ~~differ~~with ~~materially~~one ~~from~~or ~~our~~more ~~actual~~target ~~expenses.~~businesses Inthat ~~addition,~~together wehave ~~could use~~ a ~~portion~~fair ofmarket ~~the~~value ~~funds~~equal ~~not being placed in trust~~ to ~~pay~~at ~~commitment~~least ~~fees~~80% ~~for~~of ~~financing,~~the ~~fees~~net tobalance ~~consultants~~in tothe ~~assist~~Trust usAccount ~~with our search for a target business or~~ (as adefined ~~down~~below) ~~payment~~(excluding orthe toamount ~~fund~~of adeferred ~~“no-shop”~~underwriting ~~provision~~discounts (aheld ~~provision~~and ~~designed~~taxes topayable ~~keep~~on ~~target~~the ~~businesses~~income ~~from~~earned ~~“shopping”~~on ~~around~~the ~~for~~Trust ~~transactions~~Account) ~~with~~at ~~other~~the ~~companies~~time orof ~~investors~~the onsigning ~~terms~~an ~~more~~agreement ~~favorable~~ to ~~such~~enter ~~target~~into ~~businesses) with respect to~~ a ~~particular~~Business ~~proposed~~Combination. ~~business combination~~However, ~~although~~the weCompany dowill ~~not~~only ~~have~~complete ~~any~~a ~~current~~Business ~~intention~~Combination toif dothe ~~so.~~post-Business IfCombination wecompany ~~entered~~owns ~~into~~or anacquires ~~agreement~~50% ~~where~~or wemore ~~paid~~of ~~for~~ the ~~right~~outstanding tovoting ~~receive~~securities ~~exclusivity~~of ~~from~~the a target ~~business, the amount that would be used as a down payment~~ or tootherwise ~~fund~~acquires a ~~“no-shop”~~controlling ~~provision~~interest ~~would~~in ~~be determined based on~~ the ~~terms~~target ofsufficient ~~the~~for ~~specific~~it ~~business~~not ~~combination~~to ~~and~~be ~~the~~required ~~amount~~to ofregister ~~our~~as ~~available~~an ~~funds~~investment atcompany under the ~~time.~~Investment ~~Our~~Company ~~forfeiture~~Act of ~~such~~1940, ~~funds (whether~~ as aamended ~~result~~(the of“Investment ~~our~~Company ~~breach~~Act”). orThere ~~otherwise)~~is ~~could~~no ~~result~~assurance inthat ~~our~~the ~~not~~Company ~~having~~will ~~sufficient~~be ~~funds~~able to ~~continue~~successfully ~~searching~~effect ~~for,~~a orBusiness ~~conducting due diligence with respect to, prospective target businesses~~Combination.

If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.24

AsFollowing the closing of ~~September 30,~~the ~~2025~~IPO, wean ~~had~~aggregate of $310.00 per Unit sold in the IPO,~~526~~ or $230,~~414~~000,000, from the net proceeds of the sale of the Units and the Private Units, was placed in ~~cash~~a Trust Account and ~~working~~is ~~capital~~initially invested only in U.S. government treasury obligations with a maturity of ~~$3,482,424~~185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. Wegovernment ~~have~~treasury ~~incurred~~obligations; ~~and~~the ~~expect~~holding of these assets in this form is intended to ~~continue~~be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to ~~incur~~be ~~significant~~an ~~costs~~investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in ~~pursuit~~the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of ~~our~~all ~~acquisition~~factors ~~plans.~~related ~~Our~~to ~~plans~~the Company’s potential status under the Investment Company Act), instruct the trustee to ~~raise~~liquidate ~~capital~~the investments held in the Trust Account and instead to ~~consummate~~hold ~~our~~the ~~initial~~funds ~~business~~in ~~combination~~the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO and the sale of the Private Units will not be ~~successful.~~released ~~These~~from ~~factors~~the ~~among~~Trust ~~others~~Account ~~raise~~until ~~substantial~~the ~~doubt~~earliest ~~about~~of ~~our~~(i) ~~ability~~the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to ~~continue~~complete the initial Business Combination within 24 months from the closing of the IPO or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a ~~going~~shareholder ~~concern~~vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

25We may withdraw interest to pay our taxes, if any. We expect the interest earned on the amount in the Trust Account will be sufficient to pay our income taxes. To the extent that our equity 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 as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

~~Related~~We ~~Party~~believe ~~Transactions~~that the amount of cash not held in the Trust Account raised in connection with the consummation of the IPO and the private placement will be sufficient to allow us to operate for at least the next 24 months, assuming that a business combination is not consummated during that time. Over this time period, we will be using these funds for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. We anticipate that we will incur the following approximate expenses to be paid from the amounts not held in the Trust Account:

~~Founder~~● ~~Shares~~$400,000 of expenses for the legal, accounting and other third-party expenses attendant to the structuring and negotiating of our initial business combination;

On● ~~January 23, 2025 the Sponsor made capital contributions of~~ $25150,000, ~~or approximately $0.004 per share, to cover certain~~ of ~~the Company’s~~ expenses, for ~~which~~SEC ~~the~~filing ~~Company~~and ~~issued~~other ~~5,750,000~~legal Class B ordinary shares (“founder shares”) to the Sponsor. In March 2025, the Company effected a share capitalization pursuant to which the Company issued an additional 1,916,667 founder shares resulting in an aggregate of 7,666,667 founder shares outstanding to the Sponsor, resulting in a price per share of approximately $0.003 per share. Our Sponsor transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the Initial Public Offering, 20,000 founder shares (or 100,000 in the aggregate) to each of the Company’s directors, Christopher Bradley, Brian Rudick, Mathew August, Danel Calvillo Armendariz and ~~Dr. Jim~~accounting ~~Kyung~~fees ~~Soo~~related ~~Liew, for the sum of $0.003 per share. The Company accounted for the transfer of founder shares~~ to ~~the~~regulatory ~~directors~~reporting in accordance with ASC 718, “Stock Based Compensation” and recognized the grant date fair value of the 100,000 founder shares as compensation costs upon the consummation of the Initial Public Offering. The fair value of the founder shares at their grant date, July 25, 2025, was $5.59 per founder share, or an aggregate value of $559,000 for the 100,000 transferred founder shares.obligations;

~~The~~● ~~Company’s initial shareholders have agreed not to transfer~~$720,000 ~~assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier of~~ (i)equal ~~six months after the completion of a Business Combination and (ii) subsequent~~ to ~~a Business Combination~~$30,000 ~~the~~per ~~date~~month on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for ~~cash,~~up ~~securities or other property. Any permitted transferees will be subject~~ to ~~the~~24 ~~same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”~~months). ~~Notwithstanding~~for ~~the~~company ~~foregoing~~administration, ifoffice ~~the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash~~space, ~~securities or other property~~utilities, ~~the~~and ~~founder~~secretarial ~~shares~~and ~~will~~administrative besupport ~~released~~made ~~from~~available ~~the~~to ~~Lock-up.~~us;

~~Promissory~~● ~~Note~~$250,000 —for ~~Related~~directors ~~Party~~and officers insurance; and

~~The Sponsor~~● ~~agreed to loan the Company an aggregate of up to~~ $~~300~~1,~~000~~368,324 ~~to be used~~ for aworking ~~portion~~capital of the expenses of the Initial Public Offering (the “Promissory Note”). The Promissory Note was non-interest bearing, unsecured and due at the earlier of (i) the closing of the Initial Public Offering or (ii) the date which the Company determines not to ~~proceed~~cover ~~with~~miscellaneous ~~the~~expenses ~~Initial Public Offering. The Promissory Note was repaid in full on August 28, 2025 from the proceeds of the Initial Public Offering~~ and ~~private~~ ~~placement.~~general ~~Prior~~corporate ~~to repayment, the Company had borrowed $270,394, under the Promissory Note~~purposes. The Company paid $272,716 to the Sponsor, resulting in an overpayment of $2,322 that is recorded as a related party receivable. As such, as of September 30, 2025 and December 31, 2024, the Company had $0 and $11,394 outstanding under the Promissory Note, respectively. The Promissory note is no longer available for drawdown subsequent to the close of the Initial Public Offering.

~~Administrative~~These ~~Services~~amounts ~~Agreement~~are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

Commencing on the effective date of the Registration Statement of which this prospectus forms a part, the Company entered into an agreement with our Sponsor to pay an aggregate of $30,000 per month for company administration, office space, utilities, and secretarial and administrative support. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $30,000 per month fee. The Company has recorded $34,839 for the three and nine months ended September 30, 2025 and has paid no amounts under the agreement as of September 30, 2025, resulting in a $34,839 accrual as of September 30, 2025 that is recorded to accrued expenses on the consolidated balance sheets. No amounts were accrued as of December 31, 2024 as the agreement was not yet in effect.25

26If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

~~Related~~As ~~Party~~of ~~Loans~~March 31, 2026 and December 31, 2025, we had $2,802,146 and $3,108,288 in cash and cash equivalents, respectively, and working capital of $2,288,673 and $2,973,730 respectively. We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. Our plans to raise capital and to consummate our initial business combination may not be successful. These factors among others raise substantial doubt about our ability to continue as a going concern.

~~In order~~Related toParty finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (the “Working Capital Loans”). If we complete an initial Business Combination, the Company would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post business combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.Transactions

~~Contractual~~Founder ~~Obligations~~Shares

WeOn doJanuary 23, ~~not~~2025 ~~have~~the ~~any~~Sponsor ~~long-term~~made ~~debt~~capital contributions of $25,000, ~~capital~~or ~~lease~~approximately ~~obligations~~$0.004 per share, ~~operating~~to ~~lease~~cover ~~obligations~~certain of the Company’s expenses, for which the Company issued 5,750,000 Class B ordinary shares (“founder shares”) to the Sponsor. In March 2025, the Company effected a share capitalization pursuant to which the Company issued an additional 1,916,667 founder shares resulting in an aggregate of 7,666,667 founder shares outstanding to the Sponsor, resulting in a price per share of approximately $0.003 per share. Our Sponsor transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the IPO, 20,000 founder shares (or ~~long-term~~100,000 ~~liabilities~~in the aggregate) to each of the Company’s directors, Christopher Bradley, Brian Rudick, Mathew August, Danel Calvillo Armendariz and Dr. Jim NoKyung ~~unaudited~~Soo ~~quarterly~~Liew, ~~operating~~for ~~data~~the issum ~~included~~of $0.003 per share. The Company accounted for the transfer of founder shares to the directors in ~~this~~accordance ~~Quarterly~~with ~~Report~~ASC 718, “Stock Based Compensation” and recognized the grant date fair value of the 100,000 founder shares as wecompensation ~~have~~costs ~~not~~upon ~~conducted~~the ~~any~~consummation ~~operations~~of tothe IPO. The fair value of the founder shares at their grant date, July 25, 2025, was $5.59 per founder share, or an aggregate value of $559,000 for the 100,000 transferred founder shares.

~~Critical~~The ~~Accounting~~Company’s ~~Estimates~~initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier of (i) six months after the completion of a Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.

~~The~~Promissory ~~preparation~~Note of— ~~financial~~Related statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates as of September 30, 2025.Party

~~Recent~~The ~~Accounting~~Sponsor ~~Standards~~agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering (the “Promissory Note”). The Promissory Note was non-interest bearing, unsecured and due at the earlier of (i) the closing of the Initial Public Offering or (ii) the date which the Company determines not to proceed with the Initial Public Offering. The Promissory Note was repaid in full on August 28, 2025 from the proceeds of the Initial Public Offering and private placement. Prior to repayment, the Company had borrowed $270,394, under the Promissory Note. The Company paid $272,716 to the Sponsor, resulting in an overpayment of $2,322 that was recorded as a related party receivable and repaid in full as of December 31, 2025. The Promissory note is no longer available for drawdown subsequent to the close of the Initial Public Offering. Accordingly, no amounts are outstanding under the Promissory Note as of March 31, 2026 and December 31, 2025.

~~Refer to Note 2 – Significant Accounting Policies in Part I. Financial Statements.~~26

~~Item~~Due 3.to ~~Quantitative~~Related ~~and Qualitative Disclosures About Market Risk~~Party

The Sponsor transferred $35,000 in cash to the Company during the three months ended March 31, 2026. As ~~smaller~~such, ~~reporting~~the ~~company~~due to related party balance is $35,000. weThe ~~are~~Company ~~not~~intends ~~required~~to repay the amount in full to ~~make~~the ~~disclosures~~Sponsor. ~~under~~No ~~this~~amounts ~~Item~~are due to related party as of December 31, 2025.

~~Item~~Administrative 4.Services ~~Controls and Procedures~~Agreement

~~Evaluation~~Commencing on the effective date of ~~Disclosure~~the ~~Controls~~Registration Statement, the Company entered into an agreement with our Sponsor to pay an aggregate of $30,000 per month for company administration, office space, utilities, and ~~Procedures~~secretarial and administrative support. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $30,000 per month fee. For the three months ended March 31, 2026 and 2025, the Company recorded $90,000 and $0, respectively, and has paid $213,871 and $123,871 under the agreement as of March 31, 2026 and December 31, 2025, respectively, resulting in no amounts outstanding.

~~Disclosure~~Consulting controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, 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 not effective as of September 30, 2025 as a result of the material weakness described below.Agreements

WeOn ~~identified~~November a10, ~~material~~2025, ~~weakness~~the ~~related~~Company toentered ~~the~~into ~~fact~~consulting ~~that~~agreements wewith ~~currently~~Ryan ~~lack~~Gentry ~~properly~~and ~~designed,~~Vikas ~~implemented~~Mittal (the “Consulting Agreements”) pursuant to which Mr. Gentry and ~~effectively~~Mr. ~~operating~~Mittal ~~controls~~agreed asto ofprovide ~~September 30~~the Company with consulting services, ~~2025.~~which ~~Management~~may include but are not limited to, assisting with ~~oversight~~analysis ~~from~~and advice regarding the ~~board~~potential ofinvestment ~~directors~~opportunities for special purpose acquisition companies, accounting and ~~the~~bookkeeping, ~~audit~~and ~~committee~~administrative ofsupport. Pursuant to the ~~board~~terms of ~~directors~~the ~~will~~Consulting ~~implement~~Agreements, aMr. ~~remediation~~Gentry ~~plan~~is ~~for~~entitled ~~this~~to ~~material~~a ~~weakness,~~consulting ~~including,~~fee ~~among~~of ~~other things~~$12,500 ~~designing~~per month and ~~maintaining~~Mr. Mittal is entitled to a ~~formal~~consulting ~~control~~fee ~~environment~~of $17,500 ~~accounting~~per ~~policies~~month, ~~procedures~~payable ~~and~~at ~~controls~~the toend ~~achieve~~of ~~complete,~~each ~~accurate~~monthly ~~and~~period. ~~timely~~The ~~financial~~Consulting ~~accounting,~~Agreements ~~reporting~~will ~~and~~terminate ~~disclosures.~~automatically Weupon ~~cannot~~completion beof ~~certain~~a asbusiness combination by the Company, unless sooner terminated by either party subject to the ~~timing~~terms ofand ~~completion~~conditions oftherein. ~~our~~For ~~evaluation~~the three months ended March 31, ~~testing~~2026, the Company incurred $87,650 and ~~remediation~~paid ~~actions~~$60,000, orresulting ~~their~~in ~~effect~~an onoutstanding ~~our~~balance ~~operations~~of $27,650 under the Consulting Agreements as of March 31, 2026.

27Related Party Loans

WeIn doorder ~~not~~to ~~expect~~finance ~~that~~transaction ~~our~~costs ~~disclosure~~in ~~controls~~connection ~~and~~with ~~procedures~~an ~~will~~intended ~~prevent~~initial ~~all~~Business ~~errors~~Combination, ~~and~~the ~~all~~Sponsor ~~instances~~or an affiliate of ~~fraud.~~the ~~Disclosure~~Sponsor ~~controls~~or certain of our officers and ~~procedures~~directors may, nobut ~~matter~~are ~~how~~not ~~well~~obligated ~~conceived~~to, ~~and~~loan ~~operated,~~the ~~can~~Company ~~provide~~funds ~~only~~as ~~reasonable,~~may ~~not~~be ~~absolute,~~required ~~assurance~~on ~~that~~a non-interest basis (the ~~objectives~~“Working ofCapital ~~the~~Loans”). ~~disclosure~~If ~~controls~~we ~~and~~complete ~~procedures~~an ~~are~~initial ~~met.~~Business ~~Further~~Combination, the ~~design~~Company ofwould ~~disclosure~~repay ~~controls~~such ~~and~~loaned ~~procedures~~amounts. ~~must~~In ~~reflect~~ the ~~fact~~event that ~~there~~the ~~are~~initial ~~resource~~Business ~~constraints,~~Combination ~~and~~does not close, the ~~benefits~~Company ~~must~~may beuse ~~considered~~amounts ~~relative~~held outside the Trust Account to ~~their~~repay ~~costs.~~such ~~Because~~loaned ofamounts ~~the~~but ~~inherent~~no ~~limitations~~proceeds infrom ~~all~~the ~~disclosure~~Trust ~~controls~~Account ~~and~~would ~~procedures,~~be noused ~~evaluation~~for ofsuch ~~disclosure~~repayment. ~~controls~~Up ~~and~~to ~~procedures~~$1,500,000 ~~can~~of ~~provide~~such ~~absolute~~loans ~~assurance~~may ~~that~~be weconvertible ~~have~~into ~~detected~~units ~~all~~of ~~our~~the ~~control~~post ~~deficiencies~~business ~~and~~combination ~~instances~~entity ofat ~~fraud,~~a ifprice ~~any~~of $10.00 ~~The~~per ~~design~~unit at the option of ~~disclosure~~the ~~controls~~lender. ~~and~~Such ~~procedures~~units ~~also~~would isbe ~~based~~identical ~~partly~~to onthe ~~certain~~Private ~~assumptions~~Units. ~~about~~Except as set forth above, the ~~likelihood~~terms of ~~future~~such ~~events~~loans, ~~and~~if ~~there~~any, ~~can~~have benot been determined and no ~~assurance~~written ~~that~~agreements ~~any~~exist ~~design~~with ~~will~~respect ~~succeed~~to insuch ~~achieving~~loans. ~~its~~As ~~stated~~of ~~goals~~March ~~under~~31, ~~all~~2026 ~~potential~~and ~~future~~December ~~conditions~~31, 2025, no such Working Capital Loans were outstanding.

~~Management’s~~Contractual ~~Report on Internal Controls Over Financial Reporting~~Obligations

~~This~~We ~~Quarterly~~do ~~Report does~~ not ~~include~~have aany ~~report~~long-term ofdebt, ~~management’s~~capital ~~assessment~~lease ~~regarding~~obligations, ~~internal~~operating ~~control~~lease ~~over~~obligations ~~financial reporting~~ or anlong-term ~~attestation~~liabilities. ~~report~~No ofunaudited ~~our~~quarterly ~~independent~~operating ~~registered~~data ~~public~~is ~~accounting~~included ~~firm~~in ~~due~~this toQuarterly aReport ~~transition~~as ~~period~~we ~~established~~have bynot ~~rules~~conducted ofany ~~the~~operations ~~SEC~~to ~~for newly public companies~~date.

~~Changes~~Critical inAccounting ~~Internal Control over Financial Reporting~~Estimates

~~There~~The ~~were~~preparation noof ~~changes~~financial instatements ~~our~~and ~~internal~~related ~~control~~disclosures ~~over~~in ~~financial~~conformity ~~reporting~~with ~~(as~~accounting ~~such~~principles ~~term~~generally isaccepted ~~defined~~ in ~~Rules~~the United ~~13a-15(f)~~States of America requires management to make estimates and ~~15d-15(f)~~assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the ~~Exchange~~date ~~Act)~~of the financial statements, and income and expenses during the ~~most~~periods ~~recent~~reported. ~~fiscal~~Actual ~~quarter~~results ~~that~~could ~~have~~ materially ~~affected,~~differ orfrom ~~are~~those ~~reasonably~~estimates. ~~likely~~We tohave ~~materially~~not ~~affect,~~identified ~~our~~any ~~internal~~critical ~~control~~accounting ~~over~~estimates ~~financial~~as ~~reporting~~of March 31, 2026.

28Recent Accounting Standards

~~PART~~Refer IIto Note 2 – ~~OTHER~~Significant ~~INFORMATION~~Accounting Policies in the Notes to the Financial Statements.

~~Item 1. Legal Proceedings.~~27

ToItem ~~the~~3. ~~knowledge~~Quantitative ofand ~~our~~Qualitative ~~management,~~Disclosures ~~there~~About isMarket ~~no material litigation, arbitration or governmental proceeding currently pending against us, any of our officers or directors in their capacity as such or against any of our property.~~Risk

~~Item~~As ~~1A.~~smaller ~~Risk~~reporting ~~Factors~~company, we are not required to make disclosures under this Item.

~~Factors~~Item ~~that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Final Prospectus, filed with the SEC on August 27, 2025~~4. ~~Any~~Controls ofand these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.Procedures

AsEvaluation of ~~the~~Disclosure ~~date~~Controls ofand this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Final Prospectus. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.Procedures

~~Item~~Disclosure 2controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. ~~Unregistered~~Disclosure ~~Sales~~controls and procedures are also designed with the objective of ~~Equity~~ensuring ~~Securities~~that such information is accumulated and communicated ~~Use~~to our management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of ~~Proceeds~~our management, 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 not effective as of March 31, 2026, as a result of the material weakness described below.

OnWe ~~August 28,~~identified ~~2025,~~a wematerial ~~consummated~~weakness related to the ~~Initial~~fact ~~Public~~that ~~Offering~~we ofcurrently 23lack properly designed,~~000,000~~ ~~Units~~implemented and effectively operating controls as of March 31, ~~including~~2026. ~~the~~Management, ~~full~~with ~~exercise~~oversight byfrom the ~~underwriters~~board of ~~their~~directors ~~over-allotment~~and ~~option~~the inaudit committee of the ~~amount~~board of ~~3,000,000~~directors ~~Units,~~will atimplement ~~$10.00~~a ~~per~~remediation ~~Unit,~~plan ~~generating~~for ~~gross~~this ~~proceeds~~material ofweakness, ~~$230~~including,~~000~~ among other things,~~000.~~ ~~The~~designing ~~securities~~and ~~sold~~maintaining ina ~~the~~formal ~~Initial~~control ~~Public~~environment, ~~Offering~~accounting ~~were~~policies, ~~registered~~procedures ~~under~~and ~~the~~controls ~~Securities~~to ~~Act~~achieve oncomplete, ~~registration~~accurate ~~statement~~and ontimely ~~Form~~financial ~~S-1~~accounting, ~~(No.~~reporting ~~333-288156)~~and disclosures. ~~The~~We ~~SEC~~cannot ~~declared~~be certain as to the ~~registration~~timing ~~statement~~of ~~effective~~completion onof ~~August~~our 26evaluation, ~~2025~~testing, and remediation actions or their effect on our operations.

~~Simultaneously~~We ~~with~~do ~~the~~not ~~closing~~expect ofthat ~~the~~our ~~Initial~~disclosure ~~Public~~controls ~~Offering,~~and weprocedures ~~consummated~~will ~~the~~prevent ~~sale~~all errors and all instances of ~~891~~fraud. Disclosure controls and procedures,~~250~~ ~~Private~~no ~~Units~~matter athow awell ~~price~~conceived ofand ~~$10.00~~operated, ~~per~~can ~~Private~~provide ~~Unit~~only reasonable, innot aabsolute, ~~private~~assurance ~~placement~~that tothe ~~our~~objectives ~~Sponsor~~of the disclosure controls and ~~CCM~~procedures are met. Further, the ~~representative~~design of ~~the~~disclosure ~~underwriter~~controls inand ~~the~~procedures ~~Initial~~must ~~Public~~reflect ~~Offering,~~the ~~generating~~fact ~~gross~~that ~~proceeds~~there ofare $8resource constraints,~~912,550.~~ ~~The~~and ~~Private~~the ~~Units~~benefits ~~are~~must ~~identical~~be considered relative to their costs. Because of the ~~Units~~inherent ~~sold~~limitations in ~~the~~all ~~Initial~~disclosure ~~Public~~controls ~~Offering~~and procedures, ~~except~~no asevaluation ~~otherwise~~of ~~disclosed~~disclosure incontrols ~~the~~and ~~Registration~~procedures ~~Statement.~~can Noprovide ~~underwriting~~absolute ~~discounts~~assurance orthat ~~commissions~~we ~~were~~have ~~paid~~detected ~~with~~all ~~respect~~our tocontrol ~~such~~deficiencies ~~sale~~and instances of fraud, if any. The ~~issuance~~design of ~~the~~disclosure ~~Private~~controls ~~Units~~and ~~was~~procedures ~~made~~also ~~pursuant~~is tobased partly on certain assumptions about the ~~exemption~~likelihood ~~from~~of ~~registration~~future ~~contained~~events, and there can be no assurance that any design will succeed in ~~Section 4(a)(2)~~achieving ofits ~~the~~stated ~~Securities~~goals ~~Act~~under ofall ~~1933,~~potential asfuture ~~amended~~conditions.

~~Transaction~~Management’s ~~costs~~Report ~~amounted to $14,245,395, consisting of $4,600,000 of cash underwriting fee, up to $9,200,000 of deferred underwriting fee (based~~ on ~~the~~Internal ~~percentage~~Controls ofOver ~~funds~~Financial ~~remaining in the Trust Account after redemptions of Public Shares in accordance with the Underwriting Agreement between the Company and CCM), and $445,395 of other offering costs.~~Reporting

~~Following~~This ~~the~~Quarterly ~~closing~~Report ofdoes ~~the~~not ~~Initial~~include ~~Public~~a ~~Offering,~~report of ~~the~~management’s ~~net~~assessment ~~proceeds~~regarding ~~received~~internal ~~from~~control ~~the~~over ~~consummation~~financial ofreporting ~~the~~or ~~Initial~~an ~~Public~~attestation ~~Offering~~report ~~and~~of ~~simultaneous~~our ~~Private~~independent ~~Placement,~~registered ~~$230,000,000~~public ~~($10.00~~accounting ~~per~~firm ~~unit~~due ~~sold~~to ina ~~the~~transition ~~Initial~~period ~~Public~~established ~~Offering)~~by ~~was~~rules ~~placed~~of in the ~~Trust~~SEC ~~Account~~for newly public companies.

~~There~~Changes ~~has been no material change~~ in ~~the~~Internal ~~planned~~Control ~~use~~over ofFinancial ~~proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus for its Initial Public Offering.~~Reporting

~~Purchases~~There ofwere ~~Equity~~no ~~Securities~~changes byin ~~the~~our ~~Issuer~~internal control over financial reporting (as such term is defined in Rules 13a-15(f) and ~~Affiliated~~15d-15(f) ~~Purchasers~~of the Exchange Act) during the ~~Quarter~~most ~~Ended~~recent ~~September~~fiscal 30quarter that have materially affected, ~~2025~~or are reasonably likely to materially affect, our internal control over financial reporting.

~~None.~~28

29PART II – OTHER INFORMATION

Item 31. ~~Defaults~~Legal ~~Upon Senior Securities~~Proceedings.

~~None~~To the knowledge of our management, there is no material litigation, arbitration or governmental proceeding currently pending against us, any of our officers or directors in their capacity as such or against any of our property.

Item 41A. ~~Mine~~Risk ~~Safety Disclosures~~Factors.

~~Not~~Factors ~~applicable~~that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Final Prospectus, filed with the SEC on August 27, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

~~Item~~As 5of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Final Prospectus. ~~Other~~We ~~Information~~may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

~~None~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

30On August 28, 2025, we consummated the Initial Public Offering of 23,000,000 Units, including the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. The securities sold in the Initial Public Offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-288156). The SEC declared the registration statement effective on August 26, 2025.

~~Item~~Simultaneously 6with the closing of the Initial Public Offering, we consummated the sale of 891,250 Private Units at a price of $10.00 ~~Exhibits~~per Private Unit, in a private placement to our Sponsor and CCM, the representative of the underwriter in the Initial Public Offering, generating gross proceeds of $8,912,500. The Private Units are identical to the Units sold in the Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

~~The~~Transaction ~~following~~costs ~~exhibits~~amounted ~~are~~to ~~filed~~$14,245,395, asconsisting ~~part~~ of $4,600,000 orof ~~incorporated~~cash byunderwriting ~~reference~~fee, ~~into~~up to $9,200,000 ~~this~~of ~~Quarterly~~deferred ~~Report~~underwriting fee (based on ~~Form~~the ~~10-Q~~percentage of funds remaining in the Trust Account after redemptions of Public Shares in accordance with the Underwriting Agreement between the Company and CCM), and $445,395 of other offering costs.

Exhibit No.		Description
31.1*		Certification of the Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of the Principal Financial 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 the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Following the closing of the Initial Public Offering, of the net proceeds received from the consummation of the Initial Public Offering and simultaneous Private Placement, $230,000,000 ($10.00 per unit sold in the Initial Public Offering) was placed in the Trust Account

*There ~~Filed~~has ~~herewith~~been **no ~~Furnished~~material ~~herewith~~change in the planned use of proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus for its Initial Public Offering.

3129

~~SIGNATURES~~Item 3. Defaults Upon Senior Securities.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~None.

	CSLM Digital Asset Acquisition Corp III, Ltd
November 12, 2025	By:	/s/ Vikas Mittal
		Name:	Vikas Mittal
		Title:	Chief Financial Officer and Co-Chief Executive Officer

Item 4. Mine Safety Disclosures.

November 12, 2025	By:	/s/ Ryan Gentry
		Name:	Ryan Gentry
		Title:	Co-Chief Executive Officer and Chief Investment Officer

Not applicable.

32Item 5. Other Information.

None.

Item 6. Exhibits.

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

Exhibit No.		Description
31.1*		Certification of the Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of the Principal Financial 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 the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*	Filed herewith
**	Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CSLM Digital Asset Acquisition Corp III, Ltd

May 14, 2026	By:	/s/ Vikas Mittal
		Name:	Vikas Mittal
		Title:	Chief Financial Officer and Co-Chief Executive Officer

May 14, 2026	By:	/s/ Ryan Gentry
		Name:	Ryan Gentry
		Title:	Co-Chief Executive Officer and Chief Investment Officer

Filing Compare · CSLM Digital Asset Acquisition Corp III, Ltd