0002115404 2026-01-01 2026-03-31 0002115404 us-gaap:SubsequentEventMember 2026-04-30 2026-04-30 0002115404 us-gaap:SubsequentEventMember us-gaap:OverAllotmentOptionMember 2026-04-30 2026-04-30 0002115404 us-gaap:SubsequentEventMember caii:RepresentativeShareMember 2026-04-30 2026-04-30 0002115404 us-gaap:SubsequentEventMember us-gaap:OverAllotmentOptionMember caii:UnderwritingAgreementMember 2026-04-30 2026-04-30 0002115404 us-gaap:SubsequentEventMember us-gaap:IPOMember caii:UnderwritingAgreementMember 2026-04-30 2026-04-30 0002115404 us-gaap:SubsequentEventMember us-gaap:IPOMember caii:UnderwritingAgreementMember 2026-04-30 0002115404 us-gaap:SubsequentEventMember us-gaap:IPOMember 2026-04-30 2026-04-30 0002115404 caii:PrivatePlacementWarrantsMember us-gaap:SubsequentEventMember us-gaap:IPOMember 2026-04-30 2026-04-30 0002115404 caii:SponsorMember us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember 2026-04-30 2026-04-30 0002115404 caii:SponsorMember us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember 2026-04-30 0002115404 us-gaap:SubsequentEventMember us-gaap:IPOMember 2026-04-30 0002115404 caii:SponsorMember us-gaap:SubsequentEventMember 2026-04-28 2026-04-28 0002115404 2026-02-09 2026-03-31 0002115404 2026-03-31 0002115404 us-gaap:CommonClassAMember 2026-02-09 2026-03-31 0002115404 srt:MaximumMember 2026-02-09 2026-03-31 0002115404 srt:MinimumMember 2026-02-09 2026-03-31 0002115404 us-gaap:WarrantMember us-gaap:CommonClassAMember 2026-02-09 2026-03-31 0002115404 us-gaap:WarrantMember 2026-02-09 2026-03-31 0002115404 us-gaap:WarrantMember 2026-03-31 0002115404 us-gaap:CommonClassAMember 2026-03-31 0002115404 caii:PublicWarrantsMember us-gaap:CommonClassAMember 2026-03-31 0002115404 us-gaap:CommonClassBMember 2026-02-09 2026-03-31 0002115404 us-gaap:IPOMember 2026-02-09 2026-03-31 0002115404 us-gaap:CommonClassBMember us-gaap:OverAllotmentOptionMember 2026-02-09 2026-03-31 0002115404 us-gaap:CommonClassBMember 2026-03-31 0002115404 caii:RepresentativeShareMember 2026-04-30 2026-04-30 0002115404 caii:RepresentativeShareMember 2026-04-30 0002115404 caii:RepresentativeShareMember 2026-03-31 0002115404 caii:RepresentativeShareMember 2026-02-09 2026-03-31 0002115404 us-gaap:CommonClassAMember us-gaap:OverAllotmentOptionMember 2026-02-09 2026-03-31 0002115404 us-gaap:CommonClassAMember caii:RepresentativeShareMember 2026-02-09 2026-03-31 0002115404 us-gaap:OverAllotmentOptionMember caii:UnderwritingAgreementMember 2026-02-09 2026-03-31 0002115404 us-gaap:IPOMember caii:UnderwritingAgreementMember 2026-02-09 2026-03-31 0002115404 us-gaap:IPOMember caii:UnderwritingAgreementMember 2026-03-31 0002115404 caii:PostBusinessCombinationMember caii:PrivatePlacementWarrantMember 2026-03-31 0002115404 us-gaap:RelatedPartyMember 2026-03-31 0002115404 caii:SponsorMember us-gaap:SubsequentEventMember us-gaap:IPOMember 2026-04-28 0002115404 caii:SponsorMember us-gaap:SubsequentEventMember 2026-04-28 0002115404 caii:FounderSharesMember us-gaap:OverAllotmentOptionMember 2026-02-20 2026-02-20 0002115404 caii:FounderSharesMember 2026-02-20 0002115404 caii:FounderSharesMember 2026-02-20 2026-02-20 0002115404 caii:FounderSharesMember us-gaap:CommonClassBMember 2026-02-20 0002115404 caii:FounderSharesMember us-gaap:CommonClassBMember 2026-02-20 2026-02-20 0002115404 us-gaap:PrivatePlacementMember us-gaap:CommonClassAMember us-gaap:IPOMember 2026-03-31 0002115404 us-gaap:PrivatePlacementMember caii:SponsorMember us-gaap:IPOMember 2026-02-09 2026-03-31 0002115404 us-gaap:PrivatePlacementMember caii:SponsorMember us-gaap:IPOMember 2026-03-31 0002115404 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember us-gaap:IPOMember 2026-04-30 0002115404 caii:PublicWarrantMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember us-gaap:IPOMember 2026-04-30 0002115404 caii:PublicWarrantMember us-gaap:SubsequentEventMember us-gaap:IPOMember 2026-04-30 0002115404 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember us-gaap:IPOMember 2026-04-30 2026-04-30 0002115404 caii:BusinessCombinationMember caii:PrivatePlacementWarrantsMember 2026-03-31 0002115404 caii:PrivatePlacementWarrantsMember 2026-03-31 0002115404 caii:SponsorMember 2026-03-31 0002115404 caii:TrustAccountMember 2026-03-31 0002115404 us-gaap:SubsequentEventMember 2026-04-30 0002115404 caii:PostBusinessCombinationMember 2026-03-31 0002115404 caii:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2026-04-30 0002115404 caii:PrivatePlacementWarrantsMember us-gaap:SubsequentEventMember 2026-04-30 2026-04-30 0002115404 caii:PrivatePlacementWarrantsMember us-gaap:SubsequentEventMember 2026-04-30 0002115404 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2026-04-30 0002115404 caii:RedeemableWarrantMember us-gaap:SubsequentEventMember 2026-04-30 2026-04-30 0002115404 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2026-04-30 2026-04-30 0002115404 us-gaap:RetainedEarningsMember 2026-03-31 0002115404 us-gaap:AdditionalPaidInCapitalMember 2026-03-31 0002115404 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2026-03-31 0002115404 us-gaap:RetainedEarningsMember 2026-02-09 2026-03-31 0002115404 us-gaap:AdditionalPaidInCapitalMember 2026-02-09 2026-03-31 0002115404 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2026-02-09 2026-03-31 0002115404 us-gaap:CommonClassBMember us-gaap:OverAllotmentOptionMember 2026-03-31 0002115404 us-gaap:CommonClassBMember 2026-06-11 0002115404 us-gaap:CommonClassAMember 2026-06-11 0002115404 caii:WarrantsEachWholeWarrantExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf1150PerShareMember 2026-01-01 2026-03-31 0002115404 caii:ClassAOrdinarySharesParValue00001PerShareMember 2026-01-01 2026-03-31 0002115404 caii:UnitsEachConsistingOfOneClassAOrdinaryShareAndOneHalfOfOneRedeemableWarrantMember 2026-01-01 2026-03-31 0002115404 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2026-02-09 2026-03-31 0002115404 2026-02-08 0002115404 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2026-02-08 0002115404 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2026-02-08 0002115404 us-gaap:AdditionalPaidInCapitalMember 2026-02-08 0002115404 us-gaap:RetainedEarningsMember 2026-02-08 0002115404 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2026-03-31 iso4217:USD shares iso4217:USD shares caii:Segments pure

http://fasb.org/srt/2026#ChiefFinancialOfficerMember

0002115404 false --12-31 Q1 10-Q true 2026-03-31 2026 false 001-43255 Collective Acquisition Corp. II E9 98-1924367 1000 Brickell Avenue Ste 715 PMB 5110 Miami FL 33131 (561) 489-2062 Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant CAIIU NASDAQ Class A ordinary shares, par value $0.0001 per share CAII NASDAQ Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share CAIIW NASDAQ Yes Yes Non-accelerated Filer true true false true 22165000 8433333

25000

343464

368464

12292

294232

61653

368177

0.0001

1000000

0.0001

300000000

0.0001

30000000

8433333

843

24157

-24713

287

368464

1100000

24713

-24713

7333333

-0

1100000

8433333

843

24157

25000

-24713

8433333

843

24157

-24713

287

1100000

-24713

12420

12293

294232 49233 25000

Note 1 — Organization and Business Operations Collective Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 9, 2026. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). As of March 31, 2026, 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. As of March 31, 2026, the Company had not commenced any operations. All activity for the period from February 9, 2026 (inception) through March 31, 2026 relates to the Company’s formation, the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest and/or dividend income from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Collective Acquisition Sponsor II LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on April 28, 2026. On April 30, 2026, the Company consummated the initial public offering (the “Initial Public Offering”) of 22,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $220,000,000. Each Unit consists of one Class A Ordinary Share, par value $0.0001 per share, and one-half of one redeemable warrant (the “Public Warrants”). Each whole Public Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,837,500 private placement warrants (the “Private Placement Warrants”) at a price of $0.80 per Private Placement Warrant, in a private placement to the Company’s Sponsor, generating gross proceeds of $4,670,000. Each whole Private Placement Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. Transaction costs amounted to $10,530,159, consisting of $1,650,000 of cash underwriting fees, $6,600,000 of deferred underwriting fees, and $2,280,159 of other offering costs. The 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 taxes payable on the income earned on the Trust Account) at the time of the signing of 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. Following the closing of the Initial Public Offering on April 30, 2026, an amount of $221,100,000 ($10.05 per Unit) from the net proceeds of the sale of the Units, and a portion of the proceeds of the sale of the Private Placement Warrants, were placed in a U.S.-based trust account (the “Trust Account”), with Efficiency, Inc. acting as trustee. The funds may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on management team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. The proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 18 months from the closing of the Initial Public Offering (as may be extended by shareholder approval to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate its initial Business Combination) or by such earlier liquidation date as the 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 shareholder 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. The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the 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, divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account is initially $10.05 per Public Share. The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will have only the duration of the Completion Window to complete the initial Business Combination. 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 and up to $100,000 of interest to pay dissolution expenses, 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 (including the right to receive further liquidation or other distributions, if any), 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 Sponsor, officers, and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has 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.

2026-02-09

22000000

220000000

0.0001

11.5

5837500

0.8

4670000

11.5

10530159

1650000

6600000 2280159 0.80

0.50

221100000

10.05 P185D P18M

10.05

100000

10.05

Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on April 29, 2026, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 8, 2026. The interim results for the period from February 9, 2026 (inception) through March 31, 2026, are not necessarily indicative of the results to be expected for the period ending December 31, 2026 or for any future periods. Going Concern Consideration The Company’s liquidity needs up to March 31, 2026 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $300,000 (Note 5). As of March 31, 2026, the Company had no cash and had a working capital deficit of $343,177. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. As of March 31, 2026, no such Working Capital Loans were outstanding. The Company has completed its Initial Public Offering and the sale of the Private Placement Warrants on April 30, 2026, at which time capital in excess of the funds deposited in Trust Account and/or used to fund offering and other operating expenses was released to the Company for general capital purposes. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements - Going Concern,” the Company’s management has since reevaluated the Company’s liquidity and financial condition, and determined that the Company still lacks the liquidity to sustain its operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the accompanying unaudited condensed financial statements. The Company initially has the Completion Window to consummate the initial Business Combination (assuming no extensions). If the Company does not complete a Business Combination, the Company will wind up, dissolve and liquidate pursuant to the terms of its amended and restated memorandum and articles of association. Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility that Business Combination might not happen within the 18-month period from the closing of the Initial Public Offering. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, also raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, management believes that it would be prudent to include in its disclosure language about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. There is no assurance that the Company’s plans to complete the Business Combination will be successful within the Completion Window. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Emerging Growth Company Status 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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed financial statements in conformity with US 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 statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Deferred Offering Costs The Company complies with the requirements of the FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 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. Offering costs allocated to the Public Shares subject to possible redemption were charged to temporary equity, and offering costs allocated to the Public and Private Placement Warrants were charged to shareholder’s equity as the Public and Private Placement Warrants, after management’s evaluation, were accounted for under equity treatment. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed balance sheet, primarily due to their short-term nature, except for warrants issued in connection with the Initial Public Offering (Note 8). Income Taxes The Company accounts for income taxes under FASB 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 statement and tax bases of assets 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. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands 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 period presented. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the unaudited condensed balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and is accounted for as a liability pursuant to FASB ASC Topic 480 since the underwriters have not exercised their option at the time of the Initial Public Offering. As of March 31, 2026, prior to the closing of the Initial Public Offering, no over-allotment option liability has been recorded in the Company’s unaudited condensed balance sheet. Share-Based Compensation The Company accounts for share awards in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the share. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. Warrant Instruments The Company accounts for the Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. There are no Warrants currently issued or outstanding as of March 31, 2026. Net Loss Per Class B Ordinary Share Net loss per Class B ordinary share is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding during the period, excluding Class B ordinary shares subject to forfeiture. Weighted average Class B ordinary shares were reduced for the effect of an aggregate of 1,100,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 7). As of March 31, 2026, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per Class B ordinary share is the same as basic loss per Class B ordinary share for the period presented. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on April 29, 2026, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 8, 2026. The interim results for the period from February 9, 2026 (inception) through March 31, 2026, are not necessarily indicative of the results to be expected for the period ending December 31, 2026 or for any future periods.

February 9, 2026 (inception) through March 31, 2026 Going Concern Consideration The Company’s liquidity needs up to March 31, 2026 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $300,000 (Note 5). As of March 31, 2026, the Company had no cash and had a working capital deficit of $343,177. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. As of March 31, 2026, no such Working Capital Loans were outstanding. The Company has completed its Initial Public Offering and the sale of the Private Placement Warrants on April 30, 2026, at which time capital in excess of the funds deposited in Trust Account and/or used to fund offering and other operating expenses was released to the Company for general capital purposes. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements - Going Concern,” the Company’s management has since reevaluated the Company’s liquidity and financial condition, and determined that the Company still lacks the liquidity to sustain its operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the accompanying unaudited condensed financial statements. The Company initially has the Completion Window to consummate the initial Business Combination (assuming no extensions). If the Company does not complete a Business Combination, the Company will wind up, dissolve and liquidate pursuant to the terms of its amended and restated memorandum and articles of association. Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility that Business Combination might not happen within the 18-month period from the closing of the Initial Public Offering. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, also raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, management believes that it would be prudent to include in its disclosure language about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. There is no assurance that the Company’s plans to complete the Business Combination will be successful within the Completion Window. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

300000

343177 1500000

P18M Emerging Growth Company Status 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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates The preparation of the unaudited condensed financial statements in conformity with US 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 statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Deferred Offering Costs The Company complies with the requirements of the FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 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. Offering costs allocated to the Public Shares subject to possible redemption were charged to temporary equity, and offering costs allocated to the Public and Private Placement Warrants were charged to shareholder’s equity as the Public and Private Placement Warrants, after management’s evaluation, were accounted for under equity treatment.

Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed balance sheet, primarily due to their short-term nature, except for warrants issued in connection with the Initial Public Offering (Note 8).

Income Taxes The Company accounts for income taxes under FASB 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 statement and tax bases of assets 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. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands 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 period presented.

Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the unaudited condensed balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and is accounted for as a liability pursuant to FASB ASC Topic 480 since the underwriters have not exercised their option at the time of the Initial Public Offering. As of March 31, 2026, prior to the closing of the Initial Public Offering, no over-allotment option liability has been recorded in the Company’s unaudited condensed balance sheet.

Share-Based Compensation The Company accounts for share awards in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the share. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.

Warrant Instruments The Company accounts for the Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. There are no Warrants currently issued or outstanding as of March 31, 2026.

Net Loss Per Class B Ordinary Share Net loss per Class B ordinary share is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding during the period, excluding Class B ordinary shares subject to forfeiture. Weighted average Class B ordinary shares were reduced for the effect of an aggregate of 1,100,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 7). As of March 31, 2026, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per Class B ordinary share is the same as basic loss per Class B ordinary share for the period presented.

1100000

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

Note 3 — Initial Public Offering Pursuant to the closing of the Initial Public Offering on April 30, 2026, the Company sold 22,000,000 Units, at a purchase price of $10.00 per Unit, generating gross proceeds of $220,000,000. Each Unit consists of one Class A ordinary share, and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. 22000000

220000000

11.5

Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 5,837,500 Private Placement Warrants, at a price of $0.80 per Private Placement Warrant, generating gross proceeds of $4,670,000. 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 Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees, the Private Placement Warrants (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination and (ii) will be entitled to registration rights.

5837500

0.8

4670000

11.5

P30D

Note 5 — Related Party Transactions Founder Shares On February 20, 2026, the Company issued an aggregate of 8,433,333 Class B ordinary shares, $0.0001 par value (the “Founder Shares”), in exchange for a $25,000 payment (approximately $0.003 per share) from the Sponsor to cover certain expenses on behalf of the Company. Up to 1,100,000 of the Founder Shares may be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. As of April 30, 2026, the full over-allotment option remains open. On April 28, 2026, the Sponsor transferred certain membership interests equivalent to an aggregate of 250,000 Founder Shares to certain officers, independent directors, and advisors of the Company. The Sponsor and the Company’s officers and directors 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 to occur of (i) six months after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. 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 (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after the initial Business Combination or (2) 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 Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to 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 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 if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. Promissory Note — Related Party 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 loan was non-interest bearing, unsecured and due at the earlier of June 30, 2026 or the closing date of the Initial Public Offering. As of March 31, 2026, there were $61,653 outstanding borrowings under the Promissory Note. On April 30, 2026, the Company repaid the total outstanding balance of the Promissory Note amounting to $167,797. Borrowings against the Promissory Note are no longer available. Administrative Services Agreement Commencing on April 28, 2026, the date when the Company’s securities were first listed with Nasdaq, the Company entered into an agreement with the Sponsor or an affiliate to pay an aggregate of $25,000 per month for office space, utilities and secretarial and administrative support. Upon completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the period from February 9, 2026 (inception) through March 31, 2026, the Company did not incur any cost for these services. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.00 per Private Placement Warrant at the option of the lender. As of March 31, 2026, no such Working Capital Loans were outstanding.

8433333

0.0001

25000

0.003

1100000

250000 12 P20D P30D P30D 1

300000

61653

167797

25000

1500000

Note 6 — Commitments and Contingencies Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and 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 Israel-Hamas and Israel/U.S-Iran conflicts 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, Iran 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. Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas and Israel-Iran conflicts and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. Registration Rights The holders of the Founder Shares, Private Placement Warrants, and Private Placement Warrants that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register for resale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on April 28, 2026, the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short-form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters’ Agreement The underwriters have a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,300,000 Units to cover over-allotments, if any. As of April 30, 2026, the full over-allotment option remains open. The underwriters were paid in cash an underwriting discount of $1,650,000 upon the closing of the Initial Public Offering. In addition, a payment of three percent of the gross proceeds of the Initial Public Offering remaining in the Company’s Trust Account following shareholder redemptions, or up to $6,600,000 in the aggregate (or up to $7,590,000 if the over-allotment option is exercised in full), is payable to the underwriters upon the completion of an initial Business Combination for deferred underwriting commissions. Representative Shares The Company issued 165,000 Class A ordinary shares (or up to 189,750 Class A ordinary shares if the underwriter’s over-allotment option is exercised in full) to the underwriters as part of the underwriting compensation (the “Representative Shares”) on the closing of the Initial Public Offering. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the prior consent until the completion of the initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial Business Combination, (ii) to waive their redemption rights with respect to such Representative Shares, and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such Representative Shares if the Company fails to complete the initial Business Combination within the Completion Window. As of March 31, 2026, prior to the closing of the Initial Public Offering, there were no Representative Shares issued or outstanding. The issuance of the Representative Shares is in the scope of FASB ASC Topic 718. Under FASB ASC Topic 718, share-based compensation associated with equity classified awards is measured at fair value upon the assignment date. Further, the issuance of the Representative Shares should be accounted for as an offering cost in accordance with SAB Topic 5A, Expenses of Offering, since the Representative Shares are deemed to be underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual. The Company estimated the fair value of the 165,000 Representative Shares to be $1,626,900 or $9.86 per share. Accordingly, $1,626,900 has been recorded as a deferred offering cost on April 30, 2026, with a corresponding increase in additional paid-in capital. The Company established the initial fair value for the Representative Shares on April 30, 2026, the date of the issuance, using Monte Carlo Simulation Model prepared by a third-party valuation firm, which takes into consideration the implied unit price of $10.00 and the market assumptions used in the valuation of warrants. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the Initial Public Offering pursuant to Rule 5110(e)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Initial Public Offering, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lock-up restriction above for the remainder of the time period.

P45D 3300000 1650000

6600000

7590000

165000

189750

165000

1626900

9.86

1626900

Note 7 — Shareholder’s Equity Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001. As of March 31, 2026, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 300,000,000 Class A ordinary shares at par value of $0.0001 per share. As of March 31, 2026, there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares — The Company is authorized to issue a total of 30,000,000 Class B ordinary shares at par value of $0.0001 per share. As of March 31, 2026, the Company has 8,433,333 Class B ordinary shares issued and outstanding. The Founder Shares include an aggregate of up to 1,100,000 shares that remain subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised within the 45-day period following the closing of the Initial Public Offering. The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject 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 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 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, approximately 24.9% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option), 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 warrants issued to the Sponsor or any of its affiliates or to the 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; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Holders 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 amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the 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 shareholders. Approval of certain actions requires 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 amended and restated memorandum and articles of association, such actions include amending the 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 initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the 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 the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B ordinary shares. Warrants — As of March 31, 2026, there were no Public Warrants and Private Placement Warrants issued or 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. The Company 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 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 the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will use its 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, 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 the holders exercise their public warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “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 is sent to the holders of warrants, as applicable. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00: The Company may redeem the outstanding warrants: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.25in; text-align: left">●</td> <td style="text-align: justify">in whole and not in part;</td> </tr></tbody></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"> <tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.25in; text-align: left">●</td> <td style="text-align: justify">at a price of $0.01 per warrant;</td> </tr></tbody> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"> <tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.25in; text-align: left">●</td> <td style="text-align: justify">upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and</td> </tr></tbody> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"> <tbody><tr style="vertical-align: top; text-align: justify"><td style="width: 0.25in"></td> <td style="width: 0.25in; text-align: left">●</td> <td style="text-align: justify">if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of the initial Business Combination and ending three business days before the Company send the notice of redemption to the warrant holders.</td> </tr></tbody> </table> Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a sub-division of ordinary shares or other similar event, then, on the effective date of such share capitalization, sub-division 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) 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.

1000000

0.0001

300000000

0.0001

30000000

0.0001

8433333

1100000

P45D

0.249

0.50 0.90

11.5

P30D

P5Y

P20D P60D P10D 18

0.01

P30D 18 P20D P30D P10D

Note 8 — Segment Information FASB Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed statement of operations as net income or loss. The measure of segment assets is reported on the unaudited condensed balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews key metrics, included in net income or loss and total assets, which include the following: <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tbody><tr style="vertical-align: bottom"><td> </td> <td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">March 31, 2026</td> <td style="padding-bottom: 1.5pt; font-weight: bold"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255)"><td style="width: 88%; text-align: left">Prepaid expenses</td> <td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td> <td style="width: 9%; text-align: right">25,000</td> <td style="width: 1%; text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: White"><td style="text-align: left">Deferred offering costs</td> <td> </td> <td style="text-align: left">$</td> <td style="text-align: right">343,464</td> <td style="text-align: left"> </td> </tr></tbody></table> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tbody><tr style="vertical-align: bottom"><td> </td> <td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">For the Period from February 9, 2026 (Inception) Through March 31, 2026</td> <td style="padding-bottom: 1.5pt; font-weight: bold"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255)"><td style="width: 88%; text-align: left">Formation, general, and administrative costs</td> <td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td> <td style="width: 9%; text-align: right">24,713</td> <td style="width: 1%; text-align: left"> </td> </tr></tbody></table> Formation, general, and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Completion Window. The CODM also reviews formation, general, and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation, general, and administrative costs, as reported on the unaudited condensed statement of operations, are the significant segment expenses provided to the CODM on a regular basis. The CODM reviews the position of total assets as reported in the Company’s unaudited condensed balance sheet to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. Additionally, the CODM regularly reviews the status of deferred offering costs incurred to assess if these are in line with the planned use of proceeds raised from the Initial Public Offering.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed statement of operations as net income or loss. The measure of segment assets is reported on the unaudited condensed balance sheet as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews key metrics, included in net income or loss and total assets, which include the following: <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tbody><tr style="vertical-align: bottom"><td> </td> <td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">March 31, 2026</td> <td style="padding-bottom: 1.5pt; font-weight: bold"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255)"><td style="width: 88%; text-align: left">Prepaid expenses</td> <td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td> <td style="width: 9%; text-align: right">25,000</td> <td style="width: 1%; text-align: left"> </td> </tr><tr style="vertical-align: bottom; background-color: White"><td style="text-align: left">Deferred offering costs</td> <td> </td> <td style="text-align: left">$</td> <td style="text-align: right">343,464</td> <td style="text-align: left"> </td> </tr></tbody></table> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tbody><tr style="vertical-align: bottom"><td> </td> <td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">For the Period from February 9, 2026 (Inception) Through March 31, 2026</td> <td style="padding-bottom: 1.5pt; font-weight: bold"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255)"><td style="width: 88%; text-align: left">Formation, general, and administrative costs</td> <td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td> <td style="width: 9%; text-align: right">24,713</td> <td style="width: 1%; text-align: left"> </td> </tr></tbody></table>

25000

343464

24713

Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On April 28, 2026, the Sponsor transferred certain membership interests equivalent to an aggregate of 250,000 Founder Shares to certain officers, independent directors, and advisors of the Company. The registration statement for the Company’s Initial Public Offering was declared effective on April 28, 2026. Commencing on April 28, 2026, the Company entered into an agreement with the Sponsor or an affiliate to pay an aggregate of $25,000 per month for office space, utilities and secretarial and administrative support. Upon completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. On April 30, 2026, the Company consummated the Initial Public Offering of 22,000,000 Units at $10.00 per Unit, generating gross proceeds of $220,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,837,500 Private Placement Warrants at a price of $0.80 per Private Placement Warrant, in a private placement to the Company’s Sponsor, generating gross proceeds of $4,670,000. Following the closing of the Initial Public Offering on April 30, 2026, an amount of $221,100,000 ($10.05 per Unit) from the net proceeds of the sale of the Units, and a portion of the proceeds of the sale of the Private Placement Warrants, were placed in a Trust Account. On April 30, 2026, the underwriters were paid in cash an underwriting discount of $1,650,000 upon the closing of the Initial Public Offering. In addition, a payment of three percent of the gross proceeds of the Initial Public Offering remaining in the Company’s Trust Account following shareholder redemptions, or up to $6,600,000 in the aggregate (or up to $7,590,000 if the over-allotment option is exercised in full), is payable to the underwriters upon the completion of an initial Business Combination for deferred underwriting commissions. On April 30, 2026, the Company issued 165,000 Representative Shares (or up to 189,750 Representative Shares if the underwriter’s over-allotment option is exercised in full) to the underwriters as part of the underwriting compensation. On April 30, 2026, the Company repaid the total outstanding balance of the Promissory Note amounting to $167,797. Borrowings against the Promissory Note are no longer available.

250000

25000

22000000

220000000

5837500

0.8

4670000

221100000

10.05 1650000

6600000

7590000

165000

189750

167797

false false false false Includes up to 1,100,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). Excludes up to 1,100,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). Includes up to 1,100,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).