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Note 1. Nature of Operations JBAAM Acquisition Corp II (the “Company”) was incorporated in the State of Delaware on April 2, 2026. The Company’s management has chosen December 31 for its fiscal year end. The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly traded corporation. The Company’s principal business objective is to achieve long-term growth potential through a combination with a business, rather than immediate short-term earnings. The Company will not restrict its potential target companies to any specific business, industry, or geographical location. The analysis of business opportunities will be undertaken by, or under the supervision of, the officer and directors of the Company.

Note 2. Basis of Presentation and 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 (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to SEC rules and regulations applicable to 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 reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s General Form for Registration of Securities on Form 10 for the period of April 2, 2026 (inception) to April 30, 2026. The Company applies ASC 280, Segment Reporting, and has adopted ASU 2023-07. The Company currently operates as a single segment, but complies with enhanced interim disclosure requirements related to segment expenses and performance measures reviewed by the Chief Operating Decision Maker (see note 6). Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry-forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share takes into effect any dilutive instruments, except when doing so would be anti-dilutive. As of June 30, 2026, the Company had warrants outstanding to purchase up to 50,000,000 shares of Common Stock at an exercise price of $0.01 per share. These potentially dilutive instruments were excluded from the computation of diluted net loss per share because their inclusion would have been anti-dilutive. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act”. As such, the Company is 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 of 2002, reduced disclosure obligations regarding executive compensation in the Company’s 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 the securities less attractive as a result, there may be a less active trading market for securities and the prices of 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 (that is, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies). The Company intends to take advantage of the benefits of this extended transition period. Additionally, the Company is 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. The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) the annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of the ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. Warrants The Company evaluates the Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares, among other conditions for equity classification. Pursuant to such an evaluation, the Warrants issued with the Common and Preferred Stock are classified as stockholders’ equity. Recently Issued Accounting Pronouncements In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40); Disaggregation of Income Statement Expenses (ASU 2024-03). Under ASU 2024-03 requires public business entities to disclose, in the notes to the financial statements, disaggregated information about certain natural expense categories included within income statement captions. The guidance is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company has not commenced operations and currently does not incur expenses in the categories specified by the ASU (such as inventory purchases, employee compensation, depreciation, or amortization). Therefore, the Company does not expect the adoption of this ASU to have a material impact on its financial statements until such time as it begins operating activities. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for annual periods beginning after December 15, 2024. As an emerging growth company that has elected the extended transition period, the Company expects to adopt ASU 2023-09 for its first annual reporting period, beginning with its Annual Report on Form 10-K, and the standard is not applicable to interim periods. Because the Company has incurred net operating losses, maintains a full valuation allowance, has paid no income taxes, and operates in a single jurisdiction, the Company does not expect the adoption of ASU 2023-09 to have a material effect on its financial statement disclosure. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which will require the Company to disclose significant segment expenses and other segment items on both an annual and interim basis, as reviewed by the Chief Operating Decision Maker (CODM). The Company adopted ASU 2023-07 effective April 2, 2026. Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying 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 (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to SEC rules and regulations applicable to 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 reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s General Form for Registration of Securities on Form 10 for the period of April 2, 2026 (inception) to April 30, 2026. The Company applies ASC 280, Segment Reporting, and has adopted ASU 2023-07. The Company currently operates as a single segment, but complies with enhanced interim disclosure requirements related to segment expenses and performance measures reviewed by the Chief Operating Decision Maker (see note 6).

Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry-forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share takes into effect any dilutive instruments, except when doing so would be anti-dilutive. As of June 30, 2026, the Company had warrants outstanding to purchase up to 50,000,000 shares of Common Stock at an exercise price of $0.01 per share. These potentially dilutive instruments were excluded from the computation of diluted net loss per share because their inclusion would have been anti-dilutive.

50000000

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Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act”. As such, the Company is 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 of 2002, reduced disclosure obligations regarding executive compensation in the Company’s 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 the securities less attractive as a result, there may be a less active trading market for securities and the prices of 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 (that is, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies). The Company intends to take advantage of the benefits of this extended transition period. Additionally, the Company is 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. The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) the annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of the ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30.

Warrants The Company evaluates the Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares, among other conditions for equity classification. Pursuant to such an evaluation, the Warrants issued with the Common and Preferred Stock are classified as stockholders’ equity.

Recently Issued Accounting Pronouncements In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40); Disaggregation of Income Statement Expenses (ASU 2024-03). Under ASU 2024-03 requires public business entities to disclose, in the notes to the financial statements, disaggregated information about certain natural expense categories included within income statement captions. The guidance is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company has not commenced operations and currently does not incur expenses in the categories specified by the ASU (such as inventory purchases, employee compensation, depreciation, or amortization). Therefore, the Company does not expect the adoption of this ASU to have a material impact on its financial statements until such time as it begins operating activities. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for annual periods beginning after December 15, 2024. As an emerging growth company that has elected the extended transition period, the Company expects to adopt ASU 2023-09 for its first annual reporting period, beginning with its Annual Report on Form 10-K, and the standard is not applicable to interim periods. Because the Company has incurred net operating losses, maintains a full valuation allowance, has paid no income taxes, and operates in a single jurisdiction, the Company does not expect the adoption of ASU 2023-09 to have a material effect on its financial statement disclosure. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which will require the Company to disclose significant segment expenses and other segment items on both an annual and interim basis, as reviewed by the Chief Operating Decision Maker (CODM). The Company adopted ASU 2023-07 effective April 2, 2026. Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Note 3. Capital Stock Preferred Stock As of June 30, 2026 the Company has 10,000,000 shares of preferred stock, par value of $0.0001, authorized. Of these, 1,000,000 shares have been designated as Series A Super Voting Preferred Stock, all of which are issued and outstanding. Each share of Series A Super Voting Preferred Stock entitles the holder to 100 votes per share, voting together with the Common Stock as a single class. The shares of Series A Super Voting Preferred Stock are not convertible and are not redeemable. The remaining 9,000,000 shares of preferred stock remain undesignated and available for future issuance. Common Stock As of June 30, 2026 the Company has 100,000,000 shares of common stock, par value of $0.0001, authorized and 10,000,000 shares issued and outstanding. Each share of common stock entitles the holder thereof to one vote per share. The common stock does not have cumulative voting rights. Warrants As of June 30, 2026, the Company has issued warrants to Andrew Weksler, its Chief Executive Officer, to purchase up to 50,000,000 shares of Common Stock at an exercise price $0.01 per share. The Warrants are exercisable at any time and expire twenty (20) years from the date of issuance. If, at the time of exercise, the shares of Common Stock underlying the Warrants are not registered under the Securities Act, the holder may exercise the Warrants on a cashless basis. The Warrants contain anti-dilution adjustments for stock splits, stock dividends, recapitalizations and similar events.

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Note 4. Income Taxes As of June 30, 2026, the Company has $11,550 in gross deferred tax assets resulting from net operating loss carry-forwards of $54,998, available to offset future taxable income through 2041 subject to the change in ownership provisions under IRC 382. A valuation allowance has been recorded to fully offset these deferred tax assets because the Company’s management believes future realization of the related tax benefits is uncertain. The tax provision at the statutory federal income tax rate for the period ended June 30, 2026, and the tax provisions attributable to loss before income taxes is as follows: <table cellpadding="0" cellspacing="0" id="xdx_89A_eus-gaap--ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock_z0JNRlVSD6y3" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - Income Taxes (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-top: 0pt; padding-right: 0pt; padding-left: 10pt; text-align: left; text-indent: -10pt">Schedule of tax provision at the statutory federal income tax rate</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding: 0pt 0pt 0pt 10pt; text-align: center; text-indent: -10pt"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">June 30, 2026</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding: 0pt 0pt 0pt 10pt; width: 70%; text-align: left; text-indent: -10pt">Statutory federal income taxes</td><td style="width: 10%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_980_eus-gaap--EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate_dp_c20260402__20260630_z0iD5FOQAtXe" style="width: 18%; text-align: right" title="Statutory federal income taxes">21.0</td><td style="width: 1%; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding: 0pt 0pt 0pt 10pt; text-align: left; text-indent: -10pt">Valuation allowance</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98E_eus-gaap--EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance_dp_c20260402__20260630_zwcRUTDYr6f" style="border-bottom: Black 1pt solid; text-align: right" title="Valuation allowance">(21.0</td><td style="padding-bottom: 1pt; text-align: left">)%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding: 0pt 0pt 0pt 10pt; text-align: left; text-indent: -10pt">Effective income tax rate, net</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_985_eus-gaap--EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes_dp0_c20260402__20260630_zNdQUL0lz5z8" style="border-bottom: Black 1pt solid; text-align: right" title="Effective income tax rate, net">—</td><td style="padding-bottom: 1pt; text-align: left">%</td></tr> </table>

11550

54998

<table cellpadding="0" cellspacing="0" id="xdx_89A_eus-gaap--ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock_z0JNRlVSD6y3" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - Income Taxes (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-top: 0pt; padding-right: 0pt; padding-left: 10pt; text-align: left; text-indent: -10pt">Schedule of tax provision at the statutory federal income tax rate</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding: 0pt 0pt 0pt 10pt; text-align: center; text-indent: -10pt"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">June 30, 2026</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding: 0pt 0pt 0pt 10pt; width: 70%; text-align: left; text-indent: -10pt">Statutory federal income taxes</td><td style="width: 10%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_980_eus-gaap--EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate_dp_c20260402__20260630_z0iD5FOQAtXe" style="width: 18%; text-align: right" title="Statutory federal income taxes">21.0</td><td style="width: 1%; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding: 0pt 0pt 0pt 10pt; text-align: left; text-indent: -10pt">Valuation allowance</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98E_eus-gaap--EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance_dp_c20260402__20260630_zwcRUTDYr6f" style="border-bottom: Black 1pt solid; text-align: right" title="Valuation allowance">(21.0</td><td style="padding-bottom: 1pt; text-align: left">)%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding: 0pt 0pt 0pt 10pt; text-align: left; text-indent: -10pt">Effective income tax rate, net</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_985_eus-gaap--EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes_dp0_c20260402__20260630_zNdQUL0lz5z8" style="border-bottom: Black 1pt solid; text-align: right" title="Effective income tax rate, net">—</td><td style="padding-bottom: 1pt; text-align: left">%</td></tr> </table>

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Note 5. Related Party Transactions Office Space The Company utilizes the office space and equipment of its management at no cost. Note Payable - Stockholder On April 30, 2026, the Company issued a promissory note (the “Note”) to a stockholder of the Company pursuant to which the Company agreed to repay the sum of any and all amounts advanced to the Company, on or before the date that the Company consummates a business combination with a private company or reverse takeover transaction or other transaction after which the Company would cease to be a shell company. In the event of an Event of Default, the entire note shall automatically become due and payable (the “Default Date”) and starting from five (5) days after the Default Date, the interest rate on the note shall accrue at the rate of eighteen percent (18%) per annum. As of June 30, 2026, the amount due under the note payable was $75,000. Common Stock Issuance On April 30, 2026, the Company issued (i) 10,000,000 shares of its $0.0001 par value common stock and (ii) 1,000,000 shares of its $0.0001 par value Series A Super Voting Stock to the founder of the Company for an aggregate purchase price of $10,000. In connection with the issuance of the common stock, the Company also issued warrants to the founder to purchase up to 50,000,000 shares of common stock at an exercise price of $0.01 per share. The warrants are exercisable at any time and expire twenty years from the date of issuance. If the underlying shares are not registered under the Securities Act at the time of exercise, the warrants may be exercised on a cashless basis. The Company issued these shares of Common Stock and Series A Super Voting Stock under the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Securities Purchase Agreement is filed herewith as Exhibit 10.1.

75000

the Company issued (i) 10,000,000 shares of its $0.0001 par value common stock and (ii) 1,000,000 shares of its $0.0001 par value Series A Super Voting Stock to the founder of the Company for an aggregate purchase price of $10,000.

50000000

0.01

Note 6. Segment Reporting The Company determined its reporting segments in accordance with ASC 280, Segment Reporting. Reportable operating segments are determined based on the management approach, as defined by ASC 280, is based on the way that the chief operating decision-maker (“CODM”) organizes segments within the Company for making operating decisions, assessing performance, and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates the Company. The Company is a blank-check company organized solely to raise capital through an initial public offering and to identify and complete a merger, acquisition, or business combination, thus all activity for the period from April 2, 2026 (Inception) to June 30, 2026 relates to the Company’s formation and the Proposed Public Offering. The Company operates as a single operating and reportable segment. The Company has identified its Chief Executive Officer as the CODM, who reviews the Company’s financial information for purposes of making operating decisions and assessing financial performance. The net loss is the measure of segment profit (loss) most consistent with U.S. GAAP that is regularly reviewed by the CODM to allocate resources and assess financial performance. The Company does not have any operating income and therefore, it does not have any revenues. The Company will not generate any operating revenues until after the completion of a transaction, at the earliest. The Company’s significant expenses were general and administrative expenses, which were $54,998 for the period from April 2, 2026 (Inception) to June 30, 2026. Refer to the Company’s condensed statements of operations for additional information. As of June 30, 2026, the Company had total assets of $55,002 and has not earned any revenues from operations to date. See the Company’s balance sheets for additional information.

54998

55002

Note 7. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has accumulated deficit and total stockholders’ deficit of $54,998 and $44,998 respectively as of June 30, 2026. The Company had $55,002 of cash and has not earned any revenues from operations to date. Management believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the date these financial statements are issued. Management intends to finance operations over the next twelve months through additional borrowings from the existing Note. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

-54998

-44998

55002

Note 8. Subsequent Events The Company evaluated subsequent events through August 13, 2026, the date on which the financial statements were issued, and concluded that there were no events or transactions occurring during this period that require disclosure.

During the quarter ended June 30, 2026, none of our directors or officers adopted or terminated a plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement. true true true true