0002095443 2026-01-01 2026-03-31 0002095443 brez:SponsorMember us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember 2026-05-15 2026-05-15 0002095443 brez:SponsorMember us-gaap:SubsequentEventMember us-gaap:OverAllotmentOptionMember 2026-05-15 0002095443 us-gaap:SubsequentEventMember 2026-05-14 2026-05-14 0002095443 us-gaap:SubsequentEventMember us-gaap:IPOMember 2026-05-14 2026-05-14 0002095443 us-gaap:SubsequentEventMember us-gaap:OverAllotmentOptionMember 2026-05-14 2026-05-14 0002095443 us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember 2026-05-14 2026-05-14 0002095443 us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember 2026-05-14 0002095443 brez:SponsorMember us-gaap:SubsequentEventMember 2026-05-03 2026-05-03 0002095443 brez:FounderSharesMember us-gaap:SubsequentEventMember 2026-05-15 2026-05-15 0002095443 brez:FounderSharesMember us-gaap:CommonStockMember 2025-10-21 2025-10-21 0002095443 brez:FounderSharesMember us-gaap:CommonStockMember us-gaap:OverAllotmentOptionMember 2025-10-21 2025-10-21 0002095443 brez:FounderSharesMember us-gaap:CommonStockMember 2026-03-31 0002095443 brez:FounderSharesMember 2026-03-31 0002095443 us-gaap:CommonStockMember 2025-09-08 0002095443 2026-03-31 0002095443 us-gaap:PreferredStockMember 2026-03-31 0002095443 brez:RepresentativeSharesMember 2026-03-31 0002095443 us-gaap:IPOMember 2026-05-14 2026-05-14 0002095443 us-gaap:OverAllotmentOptionMember 2026-05-14 2026-05-14 0002095443 us-gaap:OverAllotmentOptionMember 2026-01-01 2026-03-31 0002095443 us-gaap:OverAllotmentOptionMember 2026-03-31 0002095443 us-gaap:PrivatePlacementMember 2026-01-01 2026-03-31 0002095443 us-gaap:PrivatePlacementMember 2026-03-31 2026-03-31 0002095443 brez:FounderSharesMember brez:RegistrationAndShareholderRightsAgreementMember 2026-03-31 0002095443 brez:PrivatePlacementRightsMember 2026-01-01 2026-03-31 0002095443 us-gaap:CommonStockMember 2026-01-01 2026-03-31 0002095443 us-gaap:CommonStockMember 2026-03-31 0002095443 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2026-03-31 0002095443 us-gaap:RelatedPartyMember 2025-12-31 0002095443 us-gaap:RelatedPartyMember 2026-03-31 0002095443 brez:PromissoryNoteRelatedPartyMember 2025-01-25 0002095443 us-gaap:IPOMember 2025-08-20 2025-08-20 0002095443 srt:MaximumMember 2026-01-01 2026-03-31 0002095443 srt:MinimumMember 2026-01-01 2026-03-31 0002095443 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember brez:FounderSharesMember us-gaap:CommonStockMember 2026-03-31 0002095443 brez:FounderSharesMember us-gaap:CommonStockMember 2025-10-21 0002095443 brez:FounderSharesMember 2025-10-21 2025-10-21 0002095443 srt:MaximumMember brez:FounderSharesMember 2025-10-07 2025-10-07 0002095443 srt:MinimumMember brez:FounderSharesMember 2025-10-07 2025-10-07 0002095443 brez:FounderSharesMember 2025-09-08 2025-09-08 0002095443 2025-12-31 0002095443 brez:SingleReportableSegmentMember 2026-01-01 2026-03-31 0002095443 brez:SponsorMember us-gaap:SubsequentEventMember 2026-05-15 2026-05-15 0002095443 brez:BusinessCombinationMember us-gaap:SubsequentEventMember 2026-05-14 2026-05-14 0002095443 us-gaap:CommonStockMember us-gaap:SubsequentEventMember 2026-05-14 2026-05-14 0002095443 us-gaap:SubsequentEventMember us-gaap:OverAllotmentOptionMember 2026-05-15 2026-05-15 0002095443 us-gaap:SubsequentEventMember us-gaap:OverAllotmentOptionMember 2026-05-15 0002095443 us-gaap:SubsequentEventMember us-gaap:IPOMember 2026-05-14 0002095443 us-gaap:IPOMember 2026-03-31 0002095443 brez:PublicSharesMember 2026-03-31 0002095443 us-gaap:IPOMember 2026-01-01 2026-03-31 0002095443 us-gaap:SubsequentEventMember us-gaap:IPOMember 2026-05-15 0002095443 us-gaap:SubsequentEventMember 2026-05-14 0002095443 us-gaap:RetainedEarningsMember 2026-03-31 0002095443 us-gaap:AdditionalPaidInCapitalMember 2026-03-31 0002095443 us-gaap:RetainedEarningsMember 2026-01-01 2026-03-31 0002095443 us-gaap:RetainedEarningsMember 2025-12-31 0002095443 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0002095443 us-gaap:CommonStockMember 2025-12-31 0002095443 us-gaap:SubsequentEventMember 2026-05-15 2026-05-15 0002095443 us-gaap:SubsequentEventMember 2026-05-15 0002095443 2026-09-23 0002095443 brez:RightsEachEntitlingTheHolderToReceiveOnefifth15OfOneOrdinaryShareParValue00001Member 2026-01-01 2026-03-31 0002095443 brez:OrdinarySharesParValue00001PerShareMember 2026-01-01 2026-03-31 0002095443 us-gaap:AdditionalPaidInCapitalMember 2026-01-01 2026-03-31 0002095443 2025-01-01 2025-12-31 0002095443 us-gaap:PreferredStockMember 2025-12-31 iso4217:USD shares pure iso4217:USD shares brez:Segment

00-0000000

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

Q1 0002095443 --12-31 false

10-Q true 2026-03-31 2026 false 001-43280 BREEZE ACQUISITION CORP. II E9 955 W. John Carpenter Fwy Suite 100-929 Irving TX 75309 (888) 273-9001 Ordinary shares, par value $0.0001 per share BREZ NASDAQ Rights, each entitling the holder to receive one-fifth (1/5) of one ordinary share, par value $0.0001 BREZR NASDAQ No Yes Non-accelerated Filer true true false true 19870676

37137

39678

37137

39678

454063

177490

491200

217168

427150

162650

289166

85412

14429

70445

730745

318507

0.0001

1250000

0.0001

125000000

5050676

505

24495

-264545

-126339

-239545

-101339

491200

217168

658784 1500000 527027

138206

-138206

4391892

-0.03

658784 1500000 527027 131757

5050676

505

24495

-126339

-101339

-138206

5050676

505

24495

-264545

-239545

-138206

-2541

11522

-9096

-133239

264500 131261

133239

192232

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY Breeze Acquisition Corp. II (the “Company”) is a blank check company incorporated in the Cayman Islands on August 20, 2025. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2026, the Company had not commenced any operations. All activity for the period from August 20, 2025 (inception) through March 31, 2026 relates to the Company’s formation and initial public offering (“Initial Public Offering” or “IPO”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash, cash held in trust account, and cash equivalents from the proceeds derived from the Initial Public Offering and sale of Private Units (defined below). The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on May 12, 2026. On May 14, 2026, the Company consummated the Initial Public Offering of 12,500,000 units, each unit consisting of one ordinary share and one right to receive one-fifth (1/5) of an ordinary share upon the consummation of the Company’s initial business combination (the “Units” and, with respect to the ordinary shares included in the Units sold, the “Public Shares” and, with respect to the rights included in the Units sold, the “Public Rights”), at $10.00 per Unit, generating gross proceeds of $125,000,000 (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 447,500 private placement units (collectively, the “Private Units”, each Private Unit consisting of one ordinary share the “Private Placement Shares” and one right to receive one-fifth (1/5) of an ordinary share upon the consummation of the Company’s initial business combination (the “Private Placement Rights”) with the Public Rights and Private Placement Rights collectively referred to as the “Rights”) to Breeze Sponsor II, LLC (the “Sponsor”) at a price of $10.00 per Private Unit, generating gross proceeds of $4,475,000 (see Note 4). Following the closing of the Initial Public Offering on May 14, 2026, an amount of $125,593,750 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”), to be invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, or held as cash or cash items, including in demand deposit accounts at a bank, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Transaction costs related to the issuances described above amounted to $2,510,654, consisting of $1,562,500 of cash underwriting fees, $622,654 of other offering costs, and $325,500 of Representative Shares. In addition, at May 14, 2026, $510,822 of cash and cash equivalents was held by the Company outside of the Trust Account and was available for working capital purposes. Subsequent to the Initial Public Offering on May 15, 2026, the Underwriter partially exercised its over-allotment option for an additional 1,500,000 Public Units at a price of $10.00 per Unit or $15,000,000. In conjunction with the Underwriter’s partial exercise of the over-allotment option, the Sponsor purchased an additional 22,500 Private Placement Units for $225,000. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction 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”). Upon the closing of the Initial Public Offering, $10.025 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Units, was held in the Trust Account. The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a 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 Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.025 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon completion of a Business Combination with respect to the Rights. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). If the Company seeks shareholder approval with respect to a proposed Business Combination, the Company will proceed only if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its articles of association (the “Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and the Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive redemption rights with respect to any Founder Shares (as defined in Note 6) held and any Public Shares they may have acquired during or after the Initial Public Offering in connection with the completion of a Business Combination. The Company will have until May 14, 2027, 12 months from the closing of the Initial Public Offering to complete a Business Combination (the “Completion Period”), unless otherwise extended. However, if the Company anticipates that it may not be able to consummate a Business Combination within the Completion Period, the Company may, but is not obligated to, by resolution of the board if requested by the initial shareholders, extend the period of time to consummate a Business Combination by seeking shareholder approval to amend the Articles of Association to extend the date by which the Company must consummate the initial Business Combination. If the Company seeks shareholder approval for an extension, holders of Public Shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or against, the Company’s initial Business Combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (which interest shall be net of taxes paid or payable), divided by the number of then issued and outstanding Public Shares, subject to applicable law. For the avoidance of doubt, the time to complete a Business Combination shall not be extended beyond the Completion Period without a shareholder vote. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party 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) $10.025 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.025 per Public Share due to reductions in the value of the Trust Account assets, in each case less taxes payable and up to $100,000 of interest to pay dissolution expenses, 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 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”). Liquidity and Capital Resources As of March 31, 2026, the Company had a working capital deficit of $693,608. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses will be available to the Company for general working capital purposes. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the completion window. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of these financial statements. Therefore, in connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, Presentation of Financial Statements - Going Concern, these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued. The financial statement does not include any adjustments that might result from the Company’s inability to continue as a going concern. The Company will have until the end of the Completion Period to consummate a Business Combination. If a Business Combination is not consummated by the end of the Completion Period, there will be a mandatory liquidation and subsequent dissolution of the Company. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 14, 2027. The Company intends to complete the initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by May 14, 2027.

12500000

125000000

447500

4475000

125593750

P185Y 2510654 1562500 622654 325500

510822

1500000

15000000

22500

225000

0.80 0.50 10.025

10.025

0.15

10.025

100000 693608

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus in connection with its Initial Public Offering as filed with the SEC on May 14, 2026, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on June 2, 2026 as amended on Form 8-K/A on September 9, 2026. The interim results for the period from January 1, 2026 through March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods. 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 (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 independent registered public accounting firm 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 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 the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. 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 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 from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash and cash equivalents as of March 31, 2026 and December 31, 2025. Deferred Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering. Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs are charged to temporary equity or permanent equity based upon the relative fair value of the proceeds received from the Units sold upon the completion of the Initial Public Offering. As of March 31, 2026 and December 31, 2025, the Company had deferred offering costs of $454,063 and $177,490, respectively. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to ordinary shares were initially charged to temporary equity and then accreted to ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounted to $2,510,654, of which $2,421,363 was charged to temporary equity upon the completion of the Initial Public Offering and $89,291 was charged to shareholder’s deficit as a reduction to permanent equity. Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement. Since the Company was incorporated on August 20, 2025, the evaluation was performed for the 2025 tax year which will be the only period subject to examination. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There are no taxes in the Cayman Islands, and accordingly, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 658,784 ordinary shares that are subject to forfeiture if the over-allotment option was not exercised by the Underwriter (see Note 7). At 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 ordinary share is the same as basic loss per ordinary share for the period presented. 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 Measurement, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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 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 statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Initial Public Offering. Share Rights The Company will account for the Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, Derivatives and Hedging. Accordingly, the Company evaluated and will classify the Rights under equity treatment at their assigned values. Risks and Uncertainty The United States and global markets continue to experience volatility and disruption resulting from geopolitical instability, including the ongoing Russia-Ukraine conflict and escalating conflicts in the Middle East, including those involving the United States, Israel and Iran. These events and related actions by the United States, the United Kingdom, the European Union and other countries, including the imposition of sanctions and the provision of military and other assistance, have contributed to global economic uncertainty. The resulting conditions have led, and may continue to lead, to disruptions in global markets, including volatility in commodity prices and capital markets, supply chain interruptions (including disruptions to key maritime routes), heightened cybersecurity risks and reduced liquidity in financial markets. The extent and duration of these impacts remain uncertain. 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 escalating conflicts in the Middle East 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. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

454063

177490

2510654

2421363

89291

658784

12500000

125000000

1 1500000

15000000

447500

4475000

10 1 1 1 1

22500

225000

The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

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 statement of operations as net income or loss.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, 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;"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center;">March 31, 2026</td> <td style="font-weight: bold;"> </td> <td style="font-weight: bold;"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center;">December 31, 2025</td> <td style="font-weight: bold;"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255);"> <td style="width: 76%; text-align: left;">Deferred offering costs</td> <td style="width: 1%;"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left;">$</td> <td style="border-bottom: Black 1.5pt solid; width: 9%; text-align: right;">454,063</td> <td style="width: 1%; text-align: left;"> </td> <td style="width: 1%;"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left;">$</td> <td style="border-bottom: Black 1.5pt solid; width: 9%; text-align: right;">177,490</td> <td style="width: 1%; text-align: left;"> </td> </tr><tr style="vertical-align: bottom; background-color: White;"> <td style="font-weight: bold; text-align: left;">Total Assets</td> <td style="font-weight: bold;"> </td> <td style="border-bottom: Black 4pt double; font-weight: bold; text-align: left;">$</td> <td style="border-bottom: Black 4pt double; font-weight: bold; text-align: right;">491,200</td> <td style="font-weight: bold; text-align: left;"> </td> <td style="font-weight: bold;"> </td> <td style="border-bottom: Black 4pt double; font-weight: bold; text-align: left;">$</td> <td style="border-bottom: Black 4pt double; font-weight: bold; text-align: right;">217,168</td> <td style="font-weight: bold; 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;"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center;">For the Three Months Ended March 31, 2026</td> <td style="font-weight: bold;"> </td> </tr><tr style="vertical-align: bottom; background-color: rgb(204,238,255);"> <td style="width: 88%; text-align: left;">Operating and formation costs</td> <td style="width: 1%;"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left;">$</td> <td style="border-bottom: Black 1.5pt solid; width: 9%; text-align: right;">138,206</td> <td style="width: 1%; text-align: left;"> </td> </tr><tr style="vertical-align: bottom; background-color: White;"> <td style="font-weight: bold; text-align: left;">Net Loss</td> <td style="font-weight: bold;"> </td> <td style="border-bottom: Black 4pt double; font-weight: bold; text-align: left;">$</td> <td style="border-bottom: Black 4pt double; font-weight: bold; text-align: right;">138,206</td> <td style="font-weight: bold; text-align: left;"> </td> </tr></tbody></table>

454063

177490

491200

217168

138206

-138206

4791667

25000

0.25

0.26

259009

5050676

25000

0.005

658784

0.26

1500000 527027 0.26

P20D P30D P30D

300000

2000000

427150

162650

1500000

5000

1500000

6151426

625625

5050676

475625

95125

150000

30000

350000 475625 150000 P180D P45D 1875000 0.0125 1562500 1796875 1500000 187500 375000

350000

0.01

1250000

0.0001

125000000

0.0001

4791667

259009

5050676

658784

0.26

1500000 527027

140000

12500000

125000000

447500

4475000

1500000 10 0.0125

187500

22500

225000

131757 15037500 false false false false Includes up to 658,784 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 6). On May 15, 2026, the Underwriter partially exercised its over-allotment option for an additional 1,500,000 Public Units. As a result, 527,027 of these ordinary shares are no longer subject to forfeiture. Excludes up to 658,784 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 6). On May 15, 2026, the Underwriter partially exercised its over-allotment option for an additional 1,500,000 Public Units. As a result, 527,027 of these ordinary shares are no longer subject to forfeiture and 131,757 shares were forfeited by the Sponsor for no consideration.