UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended June 30, 2026

or

☐ 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: 001-43322

AmperCap Acquisition Company

(Exact name of registrant as specified in its charter)

(917) 907-1171

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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 August 13, 2026, there were 19,958,575 Ordinary Shares, par value $0.0001 per share of the registrant issued and outstanding.

AMPERCAP ACQUISITION COMPANY

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026

TABLE OF CONTENTS

Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

AMPERCAP ACQUISITION COMPANY

INDEX TO FINANCIAL STATEMENTS

AMPERCAP ACQUISITION COMPANY

CONDENSED BALANCE SHEETS

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

AMPERCAP ACQUISITION COMPANY

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

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

AMPERCAP ACQUISITION COMPANY

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

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

AMPERCAP ACQUISITION COMPANY

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2026

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

AMPERCAP ACQUISITION COMPANY

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

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

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial Statements.”

Overview

We are a blank check company incorporated in the Cayman Islands on December 5, 2025 for the purpose of effecting a Business Combination. Our Sponsor is AmperSPAC LLC.

Although we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, we are focusing our search on middle-market companies operating in or with strategic ties to the United States and Mexico, with scalable business models, solid fundamentals, and clear opportunities to accelerate growth through strategic and financial support. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be successful.

Our IPO Registration Statement became effective on June 2, 2026. On June 4, 2026, we consummated our Initial Public Offering of 12,500,000 Public Units. Each Public Unit consists of one Public Share and one Public Right. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $125,000,000.

Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the sale of an aggregate of 512,500 Private Placement Units to the Sponsor, EBC and certain third-party investors in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $5,125,000. Of those 512,500 Private Placement Units, the Sponsor purchased 247,500 Private Placement Units, EBC purchased 137,500 Private Placement Units and third-party investors purchased 127,500 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.

On June 10, 2026, the Underwriters purchased an additional 1,837,500 Option Units pursuant to the partial exercise of the Over-Allotment Option by the Underwriters, generating gross proceeds of $18,375,000, and waived their rights to the remainder of the Over-Allotment Option. In connection with the closing of the Over-Allotment Option, our Sponsor and EBC purchased an additional 55,125 Private Placement Units in the aggregate at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $551,250. On the same day, 12,500 Founder Shares held by our Sponsor were forfeited by our Sponsor and an aggregate of 717 EBC Founder Shares held by EBC and its designees were forfeited by EBC and such designees. As of the date of this Report, our Sponsor, EBC and third-party investors held (i) 3,631,667 Founder Shares, 274,283 EBC Founder Shares and 1,147,500 EBC Founder Shares, respectively, and (ii) 282,412, 157,713 and 127,500 Private Placement Units, respectively.

Following the closing of the Initial Public Offering, Private Placement and the Over-Allotment Option, a total of approximately $144,808,750 of the proceeds from the sale of the Units, Private Placement Units and Option Units ($10.10 per Public Share in each case) was placed in the Trust Account located in the United States with Continental acting as trustee. Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in interest or non-interest bearing demand deposit accounts at a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by Continental that is reasonably satisfactory to us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.

We have until March 4, 2028 (21 months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board may approve or (y) later date as our shareholders may approve, pursuant to the Amended and Restated Articles, to consummate the Business Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem 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 not previously released to us to pay taxes, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our shareholders, and our Public Shareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team.

Recent Developments

On July 31, 2026, we and our Sponsor entered into an Amendment to Administrative Services Agreement to provide for the payment of the services fee to be made on a quarterly basis. Effective July 1, 2026, such payments shall be made in advance on a quarterly basis in the first month of each calendar quarter; provided that any portion of the Services Fee that has been paid for a given month but has not accrued as of the Termination Date shall be refunded to the Company within five (5) business days of the Termination Date.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities since December 5, 2025 (inception) through June 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account 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, among other things), as well as for due diligence expenses.

For the three months ended June 30, 2026, we had a net income of $192,135, which consisted of $357,187 in earnings on marketable securities, change in over-allotment liability of $(16,474) and $49 of interest income, partially offset by $148,627 in formation and operating costs.

For the six months ended June 30, 2026, we had a net income of $139,773, which consisted of $357,187 in earnings on marketable securities, change in over-allotment liability of $(16,474) and $49 of interest income, partially offset by $200,989 in formation and operating costs.

Liquidity and Capital Resources

Our liquidity needs through June 4, 2026 were satisfied through (i) a contribution of $26,435 from the Sponsor and EBC in exchange for the issuance of our Founder Shares and (ii) a loan pursuant to the IPO Promissory Note. Following the Initial Public Offering, the Private Placement and the Over-Allotment Option, and subsequent to the quarterly period covered by this Report, our liquidity needs through June 30, 2026 have been satisfied through the proceeds from the consummation of the Initial Public Offering, Private Placement and the Over-Allotment Option held outside of the Trust Account.

Following the Initial Public Offering, including the partial exercise of the Over-Allotment Option, and the Private Placement, a total of $144,808,750 was placed in the Trust Account. We incurred transaction costs related to the issuances described above amounted to $4,426,873, consisting of $2,867,500 of cash underwriting fees, $1,158,975 for the value of the Founder Shares transferred to third-party investors and $525,398 of other offering costs, partially offset by the Underwriters’ reimbursement of $125,000.

As of June 30, 2026, we had a working capital surplus of $728,778. As of June 30, 2026, $357,187 of the amount earned on funds held in the Trust Account was available to pay taxes.

For the six months ended June 30, 2026, net cash used in operating activities was $338,306. Net income of $139,773 was adjusted for interest earned on marketable securities of $357,187 and the change in over-allotment liability of $(16,474). Changes in operating assets and liabilities used $137,366, primarily due to the decrease in prepaid insurance of $67,962, prepaid insurance - noncurrent of $56,604, due to Sponsor of $60,947, due from Sponsor of $25,862, and due to related parties of $25,000, offset by the increases in accounts payable of $59,753, accrued expenses of $27,833, and prepaid expenses of $11,423.

For the six months ended June 30, 2026, cash used in investing activities was $144,808,750, which was primarily due to cash being deposited into the Trust Account of $144,808,750.

For the six months ended June 30, 2026, net cash provided by financing activities was $145,943,352, which was due to proceeds from the sale of the Units, partially offset by the payment of offering costs.

Transaction costs in connection with the Initial Public Offering amounted to $4,426,873, consisting of $2,867,500 of cash underwriting fees, $1,158,975 for the value of the Founder Shares transferred to third party investors and $525,398 of other offering costs, partially offset by the Underwriters’ reimbursement of $125,000. In addition, at June 30, 2026, $796,296 of cash was held by the Company outside of the Trust Account and is available for working capital purposes.

As of June 30, 2026, we had marketable securities held in the Trust Account of $145,165,937 (including approximately $357,187 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct Continental 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.

As of June 30, 2026, we had cash held outside of the Trust Account of $796,296. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

IPO Promissory Note

Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of June 30, 2026 or the completion of our Initial Public Offering. On June 4, 2026, we paid the entire outstanding balance under the IPO Promissory Note, and as such, as of June 30, 2026, we had $0 outstanding under the IPO Promissory Note. No additional borrowing is available under the IPO Promissory Note.

Working Capital Loans

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). As of June 30, 2026, we did not have any borrowings under any Working Capital Loans.

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” we do not currently believe we will need to raise additional funds to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:

Administrative Services Agreement

Commencing on June 2, 2026, and until the completion of our Business Combination or liquidation, we reimburse the Sponsor $5,000 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Services Agreement, as amended on July 31, 2026. Effective July 1, 2026, such payments are paid on a quarterly basis, as noted in the Amendment to Administrative Services Agreement dated July 31, 2026. For the three and six months ended June 30, 2026, we incurred $5,000 in fees for these services, which amount is included in accrued expenses in the unaudited condensed balance sheets of the financial statements included in this Report under Item 1. “Financial Statements.”

Underwriting Agreement

We granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 1,875,000 Option Units to cover over-allotments, if any. On June 10, 2026, the Underwriters partially exercised their Over-Allotment Option and waived its right to the remainder of the Over-Allotment Option.

The Underwriters were paid a cash underwriting discount of $2,867,500 (2.0% of the gross proceeds of the Public Units offered in the Initial Public Offering and partial exercise of the Underwriters’ Over-Allotment Option). On June 10, 2026, the Underwriters partially exercised their Over-Allotment Option purchasing an additional 1,837,500 Option Units and waived their rights to the remainder of the Over-Allotment Option. The Option Units were sold at an offering price of $10.00 per Option Unit, generating gross proceeds of $18,375,000.

Business Combination Marketing Agreement

We have engaged EBC as an advisor in connection with the Business Combination to assist us in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination, hold meetings to discuss the Business Combination and the target business’ attributes with our shareholders who request such meetings, attempt to introduce us to potential investors to purchase our securities in connection with the Business Combination and assist us with relevant financial analysis, presentations, press releases and filings related to the Business Combination. We will pay EBC for such services upon the consummation of the initial Business Combination a cash fee in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering, provided that 1.0% out of the 3.5% of the cash fee shall be reduce pro rata based on the amount of funds remaining in the Trust Account following the Business Combination plus any capital raised through the closing of the Business Combination, as compared to the amount deposited into the Trust Account on the closing of the Initial Public Offering. Pursuant to the terms of the Business Combination Marketing Agreement, no fee will be due if we do not complete an initial Business Combination.

Registration Rights Agreement

The holders of (i) the Founder Shares and EBC Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. EBC may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, EBC may participate in a “piggyback” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement. We will bear the expenses incurred in connection with the filing of any such registration statements.

Letter Agreement

Our Sponsor, directors and officers, and third-party investors have entered into the Letter Agreement with us, pursuant to which, they have agreed to (i) vote all Founder Shares and any Ordinary Shares owned by it, him or her in favor of the Business Combination, except that it, he or she shall not vote any Ordinary Shares that it, he or she purchased after the Issuer publicly announces its intention to engage in such proposed Business Combination for or against such proposed Business Combination and (ii) not redeem any Ordinary Shares owned by it, him or her in connection with such shareholder approval.

Our Sponsor, directors and officers, and third-party investors who is member of our Board and/or Management agree that, in the event that we fail to consummate a Business Combination by the date that is 21 months after the closing of the IPO, or such earlier liquidation date as our Board may approve, or such later date as our shareholders may approve, our Sponsor, directors and officers, and third-party investors who is member of our Board and/or Management shall take all reasonable steps to cause us to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Ordinary Shares sold as part of the Public Units in the IPO, 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 (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish the Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. Our Sponsor, directors and officers, and third-party investors agree to not propose any amendment to the Amended and Restated Articles, not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of our obligation to allow redemption in connection with a Business Combination or to redeem one hundred per cent (100%) of the public shares if we have not consummated a Business Combination within the 21-month period or (B) with respect to any other material provisions relating to the rights of holders of Ordinary Shares or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon effectiveness of any such amendment 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 Trust Account and not previously released to us to pay our taxes, divided by the number of Public Shares then in issue, subject to applicable law.

Our Sponsor, directors and officers, and third-party investors acknowledge that it, he or she will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares or Private Placement Units held by it, him or her if we fail to complete a Business Combination within the 21-month period; although it, he or she will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares it, he or she holds if we fail to complete a Business Combination within the prescribed time frame. Our Sponsor, directors and officers, and third-party investors who is member of our Board and/or Management and third-party investors introduced by our Sponsor hereby further acknowledge that it, he or she will not be entitled to (a) redemption rights with respect to any Founder Shares and Ordinary Shares held by it, him or her, in connection with the consummation of a Business Combination, or (b) redemption rights with respect to Founder Shares and Ordinary Shares held by it, him or her in connection with a shareholder vote to amend the Amended and Restated Articles in the manner described above.

During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, our Sponsor, directors and officers, and third-party investors shall not, without the prior written consent of the Underwriters, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder, any Units, Ordinary Shares, Rights or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by him, her or it; provided, however, that the foregoing shall not apply to transfers to the Sponsor by our directors and officers, and third-party investors, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, Ordinary Shares, Founder Shares, Rights or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by him, her or it, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii); and provided further, that the foregoing shall not apply to any Units purchased or sold in the IPO by any of our directors and officers, and third-party investors who acts as an Underwriter in the IPO. Our officers and directors further agree that the forgoing restrictions shall be equally applicable to any issuer-directed units that such officers and directors may purchase in the IPO.

Subject to the exceptions set forth in the Letter Agreement, Sponsor, directors and officers, and third-party investors agree not to (a) transfer any Founder Shares or the Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) six months after the completion of a Business Combination, and (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial Business Combination that results in all of our shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; and (b) transfer any Private Placement Units (including the underlying Rights, Ordinary Shares and the Ordinary Shares issuable upon conversion of the Rights) held by it, he or she until the completion of a Business Combination.

Critical Accounting Estimates

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. As of June 30, 2026, Management had reviewed the Company’s accounting policies and determined that there were no critical accounting estimates as defined by the SEC.

Recent Accounting Standards

Management does not believe that there are any other recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements.”

Ordinary Shares Subject to Possible Redemption

Our Ordinary Shares that were sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to our Amended and Restated Articles. In accordance with ASC 480, conditionally redeemable Ordinary Shares (including Ordinary Shares that have redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although we did not specify a maximum redemption threshold, our Amended and Restated Articles provides that currently, we will only redeem our Public Shares. However, the threshold in our Amended and Restated Articles would not change the nature of the underlying shares as redeemable and thus the Public Shares are required to be presented outside of permanent equity. We recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable ordinary shares to equal the redemption value ($10.12 per share as of June 30, 2026) at the end of each reporting period. Such changes are reflected in additional paid-in capital.

Implications of being an Emerging Growth Company and Smaller Reporting Company

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to 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 our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30th, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30th.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures 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 effective as of June 30, 2026.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

Not applicable.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such, or against any of our property.

Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our IPO Registration Statement. As of the date of this Report, there have been no material changes with respect to those risk factors. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

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

Unregistered Sales of Equity Securities

Upon the closing of the Initial Public Offering and the Over-Allotment Option, and pursuant to the Private Placement Units Purchase Agreements, we completed the sale of an aggregate of 567,625 Private Placement Units to our Sponsor, EBC and third-party investors in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $5,676,250. Of those 567,625 Private Placement Units, our Sponsor purchased 282,412 Private Placement Units, EBC purchased 157,713 Private Placement Units and third-party investors purchased 127,500 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Use of Proceeds

On June 4, 2026, we consummated our Initial Public Offering of 12,500,000 Public Units. Each Public Unit consists of one Public Share and one Public Right. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $125,000,000. EBC acted as lead book-running manager and Clear Street LLC acted as co-manager for our Initial Public Offering.

Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the sale of an aggregate of 512,500 Private Placement Units to the Sponsor, EBC and certain third-party investors in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $5,125,000. Of those 512,500 Private Placement Units, the Sponsor purchased 247,500 Private Placement Units, EBC purchased 137,500 Private Placement Units and third-party investors purchased 127,500 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.

On June 10, 2026, the Underwriters purchased an additional 1,837,500 Option Units pursuant to the partial exercise of the Over-Allotment Option by the Underwriters, generating gross proceeds of $18,375,000, and waived their rights to the remainder of the Over-Allotment Option. In connection with the closing of the Over-Allotment Option, our Sponsor and EBC purchased an additional 55,125 Private Placement Units in the aggregate at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $551,250. On the same day, 12,500 Founder Shares held by our Sponsor were forfeited by our Sponsor and an aggregate of 717 EBC Founder Shares held by EBC and its designees were forfeited by EBC and such designees. As of the date of this Report, our Sponsor, EBC and third-party investors held (i) 3,631,667 Founder Shares, 274,283 EBC Founder Shares and 1,147,500 EBC Founder Shares, respectively, and (ii) 282,412, 157,713 and 127,500 Private Placement Units, respectively.

Following the closing of the Initial Public Offering, Private Placement and the Over-Allotment Option, a total of approximately $144,808,750 of the proceeds from the sale of the Units, Private Placement Units and Option Units ($10.10 per Public Share in each case) was placed in the Trust Account located in the United States with Continental acting as trustee. Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in interest or non-interest bearing demand deposit accounts at a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by Continental that is reasonably satisfactory to us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account.

The remaining proceeds from the Initial Public Offering, Private Placement and the Over-Allotment Option are held outside the Trust Account. Such funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination.

There has been no material change in the planned use of the proceeds from our Initial Public Offering, Private Placement and the Over-Allotment Option as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

There were no purchases of our equity securities by us or an affiliate during the quarterly period covered by this Report.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Trading Arrangements

During the quarterly period ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Additional Information

None.

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

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.