UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

Registrant’s telephone number, including area code: (585) 943-5824

Copies to:

Joseph Lucosky, Esq. 

101 Wood Avenue South

Woodbridge, New Jersey 08830

Telephone Number: 732 395 4400 

Securities to be registered pursuant to Section 12(b) of the Act: None

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

Common Stock, $0.0001 par value

(Title of class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. ☐

TABLE OF CONTENTS 

EXPLANATORY NOTE

We are voluntarily filing this General Form for Registration of Securities on Form 10 to register our common stock, par value $0.0001 per share (the “Common Stock”), pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This registration statement will become effective automatically by lapse of time 60 days from the date of the original filing pursuant to Section 12(g)(1) of the Exchange Act.

Once this registration statement is deemed effective, we will be subject to the requirements of Regulation 13(a) under the Exchange Act and will be required to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.

Unless otherwise noted, references in this registration statement to the “Registrant,” the “Company,” “we,” “our” or “us” mean Navesink Acquisition Corp. Our principal place of business is located at 500 Paterson Plank Road #31834, Union City, New Jersey 07087. Our telephone number is: (585) 943-5824.

FORWARD-LOOKING STATEMENTS

There are statements in this registration statement that are not historical facts. These “forward-looking statements” can be identified by use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire registration statement carefully, especially the risks discussed under the section entitled “Risk Factors.” Although management believes that the assumptions underlying the forward-looking statements included in this registration statement are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this registration statement will in fact transpire. You are cautioned to not place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements unless required by applicable laws or regulations.

Item 1. Business.

Business Development

Navesink Acquisition Corp. was incorporated in the State of Nevada on March 2, 2026. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and has begun preliminary efforts to identify a possible business combination. However, the Company has not identified any target business, conducted negotiations or entered into a letter of intent concerning any target business. The Company selected August 31st as its fiscal year end.

Business of Issuer

The Company, based on proposed business activities, is a “blank check” company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act, and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. As of August 31, 2026, the Company had $25,520 in cash and its auditors have issued an opinion including the substantial doubt about its ability to continue as a going concern as an explanation paragraph. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

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 held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be 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 candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. The Company’s plan of operation for the remainder of the fiscal year and beyond such time shall be to continue its efforts to locate suitable acquisition candidates. As of the date of this filing, the Company has not identified any specific milestones to be achieved by any specific date.

During the remainder of the fiscal year and beyond such time, we anticipate incurring costs related to the filing of Exchange Act reports, and investigating, analyzing and consummating an acquisition. We believe we will be able to meet these costs through the use of funds to be loaned by or invested in us by our stockholders, management or other investors. Our management and stockholders have indicated their intent to advance funds on behalf of the Company as needed in order to accomplish its business plan and comply with its Exchange Act reporting requirements; however, there are no agreements in effect between the Company and our management and stockholders specifically requiring that they provide any funds to the Company. As a result, there are no assurances that such funds will be advanced or that the Company will be able to secure any additional funding as needed.

The analysis of new business opportunities will be undertaken by or under the supervision of the Company’s management. As of the date of this filing, the Company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. While the Company has limited assets and no revenues, the Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities in that it may seek out a target company in any type of business, industry or geographical location. In its efforts to analyze potential acquisition targets, the Company is considering the following kinds of factors:

(a) potential for growth, indicated by new technology, anticipated market expansion or new products;

(b) competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

(c) strength and diversity of management, either in place or scheduled for recruitment;

(d) capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

(e) the cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;

(f) the extent to which the business opportunity can be advanced; and

(g) the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.

In applying the foregoing criteria, no one of which will be definitive, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Registrant’s limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired. In addition, we will be competing against other entities that possess greater financial, technical and managerial capabilities for identifying and completing business combinations.

In evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible given the lack of information which may be available regarding private companies and our limited personnel and financial resources. We expect that our due diligence will encompass, among other things, meetings with the target business’s incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other information which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, including but not limited to attorneys, accountants, consultants or other such professionals. As of the date of this filing, the Company has not specifically identified any third parties that it may engage. The costs associated with hiring third parties as required to complete a business combination may be significant and are difficult to determine as such costs may vary depending on a variety of factors, including the amount of time it takes to complete a business combination, the location of the target company, and the size and complexity of the business of the target company. While the Company does not intend to retain any entity to act as a “finder”, the Company’s management, through its various contacts and affiliations with other entities, including Network 1 Financial Securities, Inc. (“Network 1”), a privately held company which focuses on identifying public markets venture capital investment opportunities in high growth early stage companies, may assist in making introductions to candidates for a potential business combination. Network 1 is a sector agnostic privately held firm which has identified and invested, through its principal owners, in a wide spectrum of global industries, including in biotechnology, specialty pharmaceuticals, medical devices, robotics, and technology, and may assist the Company with due diligence in the form of identifying a business combination target. A stockholder and director of the Company, Vincent LaBarbara, is a director and holds the position of Managing Director/Investment Banking of Network 1. Except as described herein, there are currently no other agreements or preliminary understandings between us and Network 1. As of the date of this filing, Network 1 has not introduced any specific candidate for a potential business combination to the Company.

Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or others associated with the target business seeking our participation.

The time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. The amount of time it takes to complete a business combination, the location of the target company, and the size and complexity of the business of the target company, whether current stockholders of the Company will retain equity in the Company, the scope of the due diligence investigation required, the involvement of the Company’s auditors in the transaction, possible changes in the Company’s capital structure in connection with the transaction, and whether funds may be raised contemporaneously with the transaction are all factors that determine the costs associated with completing a business combination transaction. The time and costs required to complete a business combination can be estimated once a business combination target has been identified. Any costs incurred with respect to the evaluation of a prospective business combination that is not ultimately completed will result in a loss to us.

Through information obtained from industry professionals including attorneys, investment bankers, and other consultants with experience in the reverse merger industry, the Company is aware that there are hundreds of shell companies seeking a business combination target. As a result, the Company believes it is in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are, and will continue to be, an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

In the past, Vincent LaBarbara, David Landskowsky, and Eric Rubenstein served on the Board of Directors of JDEV Acquisition Corp., a blank check corporation that participated in a business combination with Ionetix Corporation on April 10, 2026, with Ionetix Corporation continuing as the public entity. Mr. LaBarbara and Mr. Rubenstein resigned from the Board of Directors of JDEV Acquisition Corp. upon consummation of the business combination on April 10, 2026, and Mr. Landskowsky resigned from the Board of Directors of Ionetix Corporation on May 15, 2026. Mr. LaBarbara also served as the Chief Executive Officer of JDEV Acquisition Corp. and resigned from this position upon consummation of the business combination. Additionally, Mr. Landskowsky served as President and Director for Dutchess Holdings Corp., a blank check company, from 2014 until such company filed a Form 15 with the SEC in 2016, having not completed any transaction, and Mr. Landskowsky and Eric Rubenstein, among others, are partners in Intuitive Venture Partners, LLC, the beneficial owner of all 5,000,000 shares of Dutchess Holdings Corp. Management may become associated with additional blank check companies at any time in the future. As a result, conflicts may arise during the pursuit of business combinations with such other blank check companies with which our management is involved or may become involved with in the future if we and the other blank check companies that our officers and directors are affiliated with desire to take advantage of the same business opportunity.

In addition, Chelsea Pullano, our Chief Executive Officer and a director, also serves as Chief Executive Officer and a director of Lowcountry Acquisition Corp., and Vincent LaBarbara, David Landskowsky and Eric Rubenstein, each a director of the Company, also serve as directors of Lowcountry Acquisition Corp. Each of these individuals is also a stockholder of Lowcountry Acquisition Corp. Lowcountry Acquisition Corp. is a blank check company that is filing in the near term a registration statement on Form 10 and that is seeking a business combination on substantially the same basis as the Company. Because the Company and Lowcountry Acquisition Corp. will not restrict their search to any specific business, industry or geographical location, a business opportunity may be suitable for both companies, and our management may face a conflict of interest in determining which company should pursue it. At this time, the Company has not identified any specific factors or criteria that will be used to determine which entity will proceed with a proposed transaction in the event of a conflict of interest and management reserves the right to use any such criteria as it determines to be relevant at the time a proposed transaction is presented. However, in the event a conflict of interest arises in connection with the identification of a proposed business transaction, the Company’s management and board of directors will use its reasonable judgment and intends to take all such actions as may be required in order to satisfy its fiduciary duties. Other than as described above, there are no specific conflicts of interests identified by our management at this time.

We presently have no employees apart from our management. Our officer and directors are engaged in outside business activities and are employed on a full-time basis by other companies. Our officer and directors will be dividing their time amongst these entities and anticipate that they will devote very limited time to our business until the acquisition of a successful business opportunity has been identified. The specific amount of time that management will devote to the Company may vary from week to week or even day to day, and therefore the specific amount of time that management will devote to the Company on a weekly basis cannot be ascertained with any level of certainty. In all cases, management intends to spend as much time as is necessary to exercise their fiduciary duties as an officer and/or director of the Company and believes that they will be able to devote the time required to consummate a business combination transaction as necessary.

We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

Form of Acquisition

The manner in which the Registrant participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Registrant and the promoters of the opportunity, and the relative negotiating strength of the Registrant and such promoters.

It is likely that the Registrant will acquire its participation in a business opportunity through the issuance of its Common Stock or other securities of the Registrant, which could result in substantial dilution to the equity of stockholders of the Registrant immediately prior to the consummation of a transaction. Although the terms of any such transaction have not been identified and cannot be predicted, it is expected that any business combination transaction the Company may enter into would be structured as a “tax free” reorganization. It should be noted that the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) depends upon the transaction meeting certain statutory and non-statutory requirements. There are different types of statutory requirements for each type of tax-free reorganization and thus each transaction must be reviewed carefully to determine its eligibility for a tax-free reorganization. One of the statutory requirements in a tax-free reorganization is that at least a certain percentage of the total consideration in the transaction must be voting stock of the acquirer corporation. This could result in substantial dilution to the equity of those who were stockholders of the Registrant prior to such reorganization. In addition, post-transaction dispositions of Registrant’s stock received as consideration could have implications for the tax-free nature of the transaction in question. The Company does not intend to supply disclosure to stockholders concerning a target company prior to the consummation of a business combination transaction, unless required by applicable law or regulation. In the event a proposed business combination involves a change in majority of directors of the Company, the Company will file and provide to stockholders a Schedule 14F-1, which shall include information concerning the target company, as required. The Company will file a current report on Form 8-K, as required, within four business days of a business combination which results in the Company ceasing to be a shell company. This Form 8-K will include complete disclosure of the target company, including audited financial statements.

The present stockholders of the Registrant will likely not have control of a majority of the voting securities of the Registrant following a reorganization transaction. As part of such a transaction, all or a majority of the Registrant’s directors may resign and one or more new directors may be appointed without any vote by stockholders.

In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders’ meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

The Company intends to search for a target for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys. The approximate number of persons or entities that will be contacted is unknown and dependent on whether any opportunities are presented by the sources that we contact. Due to our management’s affiliation with Network 1, we expect that Network 1 may be able to assist the Company in identifying a business combination target for us. We currently do not have any agreements or preliminary agreements between us and any other entities including but not limited to Network 1.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. The costs that will be incurred are difficult to determine with any degree of specificity at this time as such costs are expected to be dependent on factors such as the amount of time it takes to identify and complete a business combination transaction, the location, size and complexity of the business of the target company, whether current stockholders of the Company will retain equity in the Company, the scope of the due diligence investigation required, the involvement of the Company’s auditors in the transaction, possible changes in the Company’s capital structure in connection with the transaction, and whether funds may be raised contemporaneously with the transaction. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred. The Company has not established a timeline with respect to the identification of a business combination target.

Emerging Growth Company

The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Securities Exchange Act of 1934 to hold a nonbinding advisory vote of stockholders on executive compensation and any golden parachute payments not previously approved.

The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1.235 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the second quarter of any fiscal year following the anniversary of the initial reporting.

To the extent that we continue to qualify as a “smaller reporting company”, as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined in Item 10 of Regulation S-K (17 C.F.R. §229.10(f)(1)), the Company is not required to provide this information.

Item 2. Financial Information.

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

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 held corporation. The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company since inception. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. The Company’s plan of operation for the remainder of the fiscal year shall be to continue its efforts to locate suitable acquisition candidates. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with funds to be loaned to or invested in us by our stockholders, management or other investors.

During the next 12 months we anticipate incurring costs related to:

(i) filing of Exchange Act reports, and

(ii) investigating, analyzing and consummating an acquisition.

We believe we will be able to meet these costs through use of funds to be loaned by or invested in us by our stockholders, management or other investors. There are no assurances that such funds will be advanced or that the Company will be able to secure any additional funding as needed. As of August 31, 2026, the Company had $25,520 in cash.

On April 29, 2026, the Company issued promissory notes (the “Notes”) to four stockholders of the Company pursuant to which the Company agreed to repay the sum of any and all amounts advanced to the Company, on such date that the Company’s common stock is listed for trading on a nationally recognized exchange in the United States (“Maturity Date”). The Notes bear interest at a rate of five percent (5%) per annum, payable on the Maturity Date. As of August 31, 2026, the amount due under the Notes was $25,000.

Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however there is no assurance of additional funding being available.

The Company, as of August 31, 2026, had $25,520 in cash and has not earned any revenues from operations to date. In the next 12 months, we expect to incur expenses equal to approximately $15,000 related to legal, accounting, audit, and other professional service fees incurred in relation to the Company’s Exchange Act filing requirements. The costs related to the acquisition of a business combination target company vary widely and are dependent on a variety of factors including, but not limited to, the amount of time it takes to complete a business combination, the location of the target company, the size and complexity of the business of the target company, whether stockholders of the Company prior to the transaction will retain equity in the Company, the scope of the due diligence investigation required, the involvement of the Company’s auditors in the transaction, possible changes in the Company’s capital structure in connection with the transaction, and whether funds may be raised contemporaneously with the transaction. Therefore, we believe such costs are unascertainable until the Company identifies a business combination target. These conditions raise substantial doubt about our ability to continue as a going concern. The Company is currently devoting its efforts to locating merger candidates. The Company’s ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.

The Company may consider a business, which has recently commenced operations, as a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. Our management believes that the public company status that results from a combination with the Company will provide such company greater access to the capital markets, increase its visibility in the investment community, and offer the opportunity to utilize its stock to make acquisitions. There is no assurance that we will in fact have access to additional capital or financing as a public company. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Our officer and directors have not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

The Company anticipates that the selection of a business combination will be complex and extremely risky. While the Company is in a competitive market with a small number of business opportunities, through information obtained from industry professionals including attorneys, investment bankers, and other consultants with experience in the reverse merger industry, our management believes that there are opportunities for a business combination with firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

We do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses. However, we contemplate that Network 1 may introduce business combination opportunities to us. There are currently no agreements or preliminary agreements between us and Network 1.

We have not established a specific timeline nor have we created a specific plan to identify an acquisition target and consummate a business combination. We expect that our management and the Company, through its various contacts and affiliations with other entities, including Network 1, will locate a business combination target. We expect that funds in the amount of approximately $15,000 will be required in order for the Company to satisfy its Exchange Act reporting requirements during the next 12 months, in addition to any other funds that will be required in order to complete a business combination. Such funds can only be estimated upon identifying a business combination target. Our management and stockholders have indicated an intent to advance funds on behalf of the Company as needed in order to accomplish its business plan and comply with its Exchange Act reporting requirements, however, there are no agreements in effect between the Company and our management or stockholders specifically requiring they provide any funds to the Company. Therefore, there are no assurances that the Company will be able to obtain the required financing as needed in order to consummate a business combination transaction.

Results of Operations.

We have not generated any revenue since inception. For the period from March 2, 2026 (inception) through August 31, 2026, we incurred a net loss of $1,924, consisting of formation and operating costs of $1,473, interest expense of $421 accrued on the Notes and bank fees of $30. The formation and operating costs, which consist of legal, Nevada registered agent and New Jersey costs, were paid directly by certain of our officers and directors on our behalf and, in accordance with SEC Staff Accounting Bulletin Topic 5T, were recorded as expenses of the Company with a corresponding credit to additional paid-in capital. Because these costs were not paid with Company funds, they did not affect our cash flows. For the same period, net cash used in operating activities was $30, and net cash provided by financing activities was $25,550, consisting of $25,000 in proceeds from the Notes and $550 from the issuance of common stock to our Chief Executive Officer.

Off-Balance Sheet Arrangements.

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Critical Accounting Policies and Estimates.

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the related disclosures. Our significant accounting policies are described in Note 2 to the financial statements included elsewhere in this registration statement. Because we have not commenced operations or generated any revenue, and our only transactions to date consist of the issuance of common stock, borrowings under the Notes, the accrual of interest on the Notes and the payment of nominal bank fees, management has determined that we do not currently have any critical accounting estimates, as defined in Item 303(b)(3) of Regulation S-K. Our deferred tax assets arising from net operating loss carry-forwards are fully offset by a valuation allowance.

As an “emerging growth company,” we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

Item 3. Properties.

The Company neither rents nor owns any properties. The Company utilizes the office space and equipment of its management at no cost. Given the limited need of the Company, management believes that the office space is more than suitable and adequate. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth, as of the date of this filing, the number of shares of Common Stock owned of record and beneficially by the Company’s directors and officers:

Item 5. Directors and Executive Officers.

(a) Identification of Directors and Executive Officers.

Our officer and directors, and additional information concerning each of them, are as follows:

Chelsea Pullano, 35, Chief Executive Officer and Director, has served as a Chief Executive Officer and Director of the Company since March 2026. Ms. Pullano is a financial executive with experience supporting public and private companies in accounting, financial reporting, and strategic finance. Ms. Pullano co-founded MACK Financial Solutions, LLC (“MACK”) in May 2023, an accounting and advisory firm that provides outsourced financial, accounting and advisory services to growth-stage companies and public companies. Since May 2023, she has served as a partner and chief executive officer of MACK. Additionally, Ms. Pullano has served as Chief Financial Officer of Greenwave Technology Solutions, Inc. (NASDAQ: GWAV) since February 2026. Previously, from June 2020 to May 2023, Ms. Pullano served as Chief Financial Officer of Creatd, Inc. (OTCQB: CRTD), and from September 2024 to March 2025, as Director of Finance at the law firm Lucosky Brookman LLP.

David Landskowsky, 47, Director, combines over 25 years of experience in the Financial Services industry. David co-founded Intuitive Venture Partners in 2010. Intuitive Venture Partners is a boutique venture investment firm that raises capital for high growth companies. David began his career at DLJ Direct, the online brokerage service of Donaldson, Lufkin, and Jenrette in 2000. He later joined the Private Equity Group at Spencer Trask Ventures, an early-stage venture capital firm. Subsequently, he transitioned to mezzanine and Pre-IPO financings in later-stage venture-backed companies. David has been a FINRA registered securities representative since 2000. Mr. Landskowsky previously served as a director of JDEV Acquisition Corp. and continued as a director of Ionetix Corporation following the consummation of its business combination in April 2026, resigning from the Ionetix Corporation board on May 15, 2026. David earned a B.S. in Business Administration with a concentration in Finance, from the Alfred Lerner College of Business and Economics at the University of Delaware.

Eric Rubenstein, 66, Director, has a career that has spanned across a broad spectrum throughout the financial services industry. He possesses a unique skill set in that his experience encompasses both the public and private markets. Eric spent the first 9 years of his career at Bear Stearns, Lehman Brothers and Prudential in managing stock and bond portfolios for private clients, where he was also involved in the syndication of initial public offerings. Since 1997, Eric has been responsible for raising over $1 billion in private financings for startup, early stage and venture-backed late-stage companies across a variety of market sectors, including healthcare & life sciences, telecom, software, information services, consumer products and green tech companies. Eric’s capital raising efforts have focused on a diverse investor base including individuals, institutions, foreign private banks, family offices and foundations. In addition to raising capital, Eric was responsible for sourcing and structuring transactions. Through his network, Eric has provided the human capital, when needed, by rounding out boards and management teams for his portfolio companies. Mr. Rubenstein previously served as a director of JDEV Acquisition Corp. until the consummation of its business combination with Ionetix Corporation in April 2026. Eric earned a B.S. in Civil Engineering from Wentworth Institute of Technology.

Vincent LaBarbara, 64, Director, has more than 35 years’ experience in management, acquisitions and financial investments. He presently serves as a Managing Director/Investment Banking at Network 1 Financial Securities, Inc. Prior to his association with Network 1, Mr. LaBarbara acquired Skyebanc, Inc. a registered broker dealer with a specialty towards private equity, in May 2005 where he served as President and Chief Executive Officer. Prior to that, Mr. LaBarbara was a Partner and Managing Director of Commonwealth Associates from 1992 to 1998. His responsibilities included managing a very successful retail sales force. Mr. LaBarbara previously served as Chief Executive Officer and a director of JDEV Acquisition Corp. until the consummation of its business combination with Ionetix Corporation in April 2026.

(b) Significant Employees.

None.

(c) Family Relationships.

None.

(d) Involvement in Certain Legal Proceedings.

There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Registrant during the past ten years.

Item 6. Executive Compensation.

The following table sets forth the cash and other compensation paid by the Company to its officer and directors during the period from inception (March 2, 2026) through the date of this filing.

The following compensation discussion addresses all compensation awarded to, earned by, or paid to the Company’s named executive officers. The Company’s officer and directors have not received any cash or other compensation since inception through the date of this filing. No compensation of any nature has been paid for on account of services rendered by a director in such capacity.

It is possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain members of our management for the purposes of providing services to the surviving entity. 

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees. 

Except as otherwise disclosed herein, there are currently no understandings or agreements regarding compensation our management will receive after a business combination. 

Compensation Committee and Insider Participation 

The Company does not have a standing compensation committee or a committee performing similar functions. 

Item 7. Certain Relationships and Related Transactions, and Director Independence. 

Certain Relationships and Related Transactions 

Notes Payable - Stockholders

On April 29, 2026, the Company issued promissory notes (the “Notes”) to four stockholders of the Company pursuant to which the Company agreed to repay the sum of any and all amounts advanced to the Company, on such date that the Company’s common stock is listed for trading on a nationally recognized exchange in the United States (“Maturity Date”). The Notes bear interest at a rate of five percent (5%) per annum, payable on the Maturity Date of the Notes. As of August 31, 2026, the amount due under the Notes was $25,000, consisting of four $6,250 notes payable to each of David Landskowsky, Eric Rubenstein and Vincent LaBarbara, each a director of the Company and the beneficial owner of 24.9% of our outstanding Common Stock, and Lucosky Brookman LLP, legal counsel to the Company and the beneficial owner of 24.9% of our outstanding Common Stock. The largest aggregate amount of principal outstanding under the Notes since their issuance was $25,000 ($6,250 under each Note), and accrued interest under the Notes as of August 31, 2026 was $421. No principal or interest has been paid under the Notes. In addition, during the period from March 2, 2026 (inception) to August 31, 2026, certain of our officers and directors paid $1,473 of formation and operating costs on our behalf, consisting of legal, Nevada registered agent and New Jersey costs. These amounts were recorded as contributions to additional paid-in capital, and we have no obligation to repay them.

Promoters and Certain Control Persons 

The Company’s management, through its various contacts and affiliations with other entities, including Network 1, may assist the Company with due diligence in identifying a business combination target. There are currently no agreements or preliminary agreements between us and any other entities including but not limited to Network 1. As of this date, Network 1 has not introduced any specific candidate for a potential business combination to the Company. If Network 1 identifies or introduces any potential business combination opportunities to the Company, the principal owners of Network 1, including members of our management may purchase securities in the Company. 

Certain of our directors have prior experience with blank check companies, as follows: (i) Vincent LaBarbara, David Landskowsky and Eric Rubenstein served on the Board of Directors of JDEV Acquisition Corp., a blank check company, which consummated a business combination with Ionetix Corporation on April 10, 2026, with Ionetix Corporation continuing as the public entity, and Mr. LaBarbara also served as the Chief Executive Officer of JDEV Acquisition Corp.; Mr. LaBarbara and Mr. Rubenstein resigned from their positions with JDEV Acquisition Corp. upon consummation of the business combination, and Mr. Landskowsky resigned from the Board of Directors of Ionetix Corporation on May 15, 2026; and (ii) David Landskowsky served as President and Director for Dutchess Holdings Corp., a blank check company, from 2014 until such company filed a Form 15 with the SEC in 2016, having not completed any transaction, and Mr. Landskowsky and Eric Rubenstein, among others, are partners in Intuitive Venture Partners, LLC, the beneficial owner of all 5,000,000 shares of Dutchess Holdings Corp. In addition, Chelsea Pullano serves as Chief Executive Officer and a director, and Vincent LaBarbara, David Landskowsky and Eric Rubenstein serve as directors, of Lowcountry Acquisition Corp., a blank check company that is filing in the near term a registration statement on Form 10 to register its common stock under Section 12(g) of the Exchange Act and that, like the Company, intends to pursue a business combination with an unidentified operating company. Each of Ms. Pullano, Mr. LaBarbara, Mr. Landskowsky and Mr. Rubenstein is also a stockholder of Lowcountry Acquisition Corp. and may be deemed a promoter of Lowcountry Acquisition Corp. Other than the Company and Lowcountry Acquisition Corp., none of our directors or officers is currently a promoter of, or otherwise involved with, any other blank check company.

Director Independence

Our Common Stock is not quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our board of directors be independent and therefore, the Company is not subject to any director independence requirements. Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Under such definition, one of our directors, Chelsea Pullano, would not be considered independent as she serves as the Chief Executive Officer of the Company. Additionally, Mr. LaBarbara is a director and holds the position of Managing Director/Investment Banking of Network 1.

Except as otherwise indicated herein, there have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 and Item 407(a) of Regulation S-K.

Item 8. Legal Proceedings.

There are presently no pending legal proceedings to which the Company or any of its property is subject, or any material proceedings to which any director, officer or affiliate of the Registrant, any owner of record or beneficially of more than five percent of any class of voting securities is a party or has a material interest adverse to the Company, and no such proceedings are known to the Registrant to be threatened or contemplated against it. 

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

(a) Market Information.

The Common Stock is not trading on any stock exchange. The Company is not aware of any market activity in its Common Stock since its inception through the date of this filing.

(b) Holders.

As of the date of this filing, there were five record holders of an aggregate of 5,500,000 shares of the Common Stock issued and outstanding.

(c) Dividends.

The Registrant has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Registrant’s business.

(d) Securities Authorized for Issuance under Equity Compensation Plans.

None.

Item 10. Recent Sales of Unregistered Securities.

On March 2, 2026, the Company issued an aggregate of 5,500,000 shares of Common Stock to Chelsea Pullano, the Company’s founder and Chief Executive Officer, for aggregate consideration of $550, or $0.0001 per share. The shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as a transaction not involving a public offering, based on the following factors: (i) the shares were issued to a single purchaser, who is the founder and Chief Executive Officer of the Company; (ii) the purchaser had full access to all material information concerning the Company; (iii) the issuance was conducted without any form of general solicitation or public advertising; and (iv) no underwriters were involved in the issuance. On April 29, 2026, Ms. Pullano transferred an aggregate of 5,470,000 of such shares, at the same price of $0.0001 per share, in privately negotiated transactions to four purchasers, three of whom are directors of the Company. These transfers were made by Ms. Pullano and not by the Company, and the Company received no proceeds from them. The transfers were made in reliance upon the exemption from registration provided by Section 4(a)(1) of the Securities Act for private resales by an affiliate (commonly referred to as the “Section 4(a)(1½)” exemption), based on the following factors: (i) each purchaser is a sophisticated investor with significant experience in business, legal, or financial matters; (ii) each purchaser had full access to all material information concerning the Company; (iii) the transfers were conducted without any form of general solicitation or public advertising; and (iv) no underwriters or brokers were involved in the transfers.

Item 11. Description of Registrant’s Securities to be Registered.

(a) Capital Stock.

The Company is authorized by its Articles of Incorporation to issue an aggregate of 200,000,000 shares of Common Stock, par value of $0.0001. As of the date of filing this Registration Statement, 5,500,000 shares of Common Stock were issued and outstanding.

Common Stock

All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Company’s board of directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.

(b) Debt Securities.

None.

(c) Warrants and Rights.

None.

(d) Other Securities to Be Registered.

None.

Item 12. Indemnification of Directors and Officers.

The Nevada Revised Statutes provide that we may indemnify our officers and directors against losses or liabilities which arise in their corporate capacity. The effect of these provisions could be to dissuade lawsuits against our officers and directors.

Nevada Revised Statutes Section 78.7502 provides that:

Nevada Revised Statutes Section 78.751 provides that:

The Company’s Articles of Incorporation provides that, to the fullest extent permitted by applicable law, none of our directors will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this provision will be prospective only and will not adversely affect any limitation, right or protection of a director of our company existing at the time of such repeal or modification.

Item 13. Financial Statements and Supplementary Data. 

We set forth below a list of our financial statements included in this Registration Statement on Form 10.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There are not and have not been any disagreements between the Registrant and its accountants on any matter of accounting principles, practices or financial statement disclosure.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements.

The financial statements included in this Registration Statement on Form 10 are listed in Item 13 and commence following the signature page.

(b) Exhibits.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Navesink Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Navesink Acquisition Corp. (the Company) as of August 31, 2026, and the related statement of operations, stockholders’ equity, and cash flows for the period from March 2, 2026 (inception) through August 31, 2026, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2026, and the results of its operations and its cash flows for the period from March 2, 2026 (inception) through August 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has not commenced revenue-generating operations and has limited liquidity. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to address these conditions are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Navesink Acquisition Corp.

BALANCE SHEET

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

Navesink Acquisition Corp.

STATEMENT OF OPERATIONS

For the period from March 2, 2026 (inception)

to August 31, 2026

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

Navesink Acquisition Corp.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the period from March 2, 2026 (inception)

to August 31, 2026

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

Navesink Acquisition Corp.

STATEMENT OF CASH FLOWS

For the period from March 2, 2026 (inception)

to August 31, 2026

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

Navesink Acquisition Corp.

Notes to Financial Statements

August 31, 2026

Note 1. Nature of Operations

Navesink Acquisition Corp. (the “Company”) was incorporated in the State of Nevada on March 2, 2026. The Company’s management has chosen August 31st 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 held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be 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 candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. The Company’s plan of operation for the remainder of the fiscal year and beyond such time shall be to continue its efforts to locate suitable acquisition candidates. As of the date of this filing, the Company has not identified any specific milestones to be achieved by any specific date.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investments with an original maturity of three months or less. There are no cash equivalents at the balance sheet date.

Income Taxes

The Company adopted ASC 740, “Income Taxes”, at its inception. Under ASC 740, 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 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 the tax benefits of uncertain tax positions only when the positions are “more likely than not” to be sustained assuming examination by tax authorities and determined to be attributed to the Company. The determination of attribution, if any, applies for each jurisdiction where the Company is subject to income taxes on the basis of laws and regulations of the jurisdiction. The application of laws and regulations is subject to legal and factual interpretation, judgement, and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings. Therefore, the actual liability of the various jurisdictions may be materially different from management’s estimate. As of August 31, 2026, the Company has no accrued interest or penalties related to uncertain tax positions.

Loss per Common Share

The Company adopted ASC 260, “Earnings per Share”, at its inception. Basic loss per share has been calculated by dividing the Company’s net loss available to common stockholders by the weighted average number of common shares outstanding during the period. The diluted earnings (loss) per share is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number of shares outstanding for the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity.

Emerging Growth Company

The Company is an “emerging growth company” and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.

Recently Issued Accounting Pronouncements

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. 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 is a blank check company and has not commenced operations or generated any revenue since inception. As of August 31, 2026, the Company has incurred losses from inception of $1,924, has working capital of $99, stockholders’ equity of $99, and cash flow used in operating activities of $(30). Due to the Company’s status as a blank check company without revenue-generating operations, combined with its limited liquidity, 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 loans or advances from, or investments by, the Company’s stockholders, management or other investors and, ultimately, through equity financing in connection with a reverse merger with an operating company. The Company has no commitments from any party to provide such financing, and there can be no assurance that such financing will be available on acceptable terms, or at all, or that the Company will identify a suitable target company or complete a reverse merger. Accordingly, management has concluded that its plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

Note 4. Capital Stock

Common Stock

As of August 31, 2026, the Company has 200,000,000 shares of common stock, par value of $0.0001, authorized and has issued 5,500,000 shares of its $0.0001 par value common stock for $550 to the Chief Executive Officer of the Company. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company.

On April 29, 2026, 4 shareholders purchased 1,367,500 shares each of the Company’s common stock directly from the Chief Executive Officer for $136.75 apiece, or a purchase price of $0.0001 per share.

Note 5. Income Taxes

Components of deferred tax assets are as follows:

As of August 31, 2026, the Company has approximately $404 in gross deferred tax assets resulting from net operating loss carry-forwards of $1,924, which may be carried forward indefinitely and used to offset up to 80% of taxable income in any future year, 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 difference between the tax provision at the statutory federal income tax rate on August 31, 2026 and the tax provisions attributable to loss before income taxes is as follows:

Note 6. Commitments and Related Party Transactions

Office Space

The Company utilizes the office space and equipment of its management at no cost.

Formation Costs Paid by Officers and Directors

During the period from March 2, 2026 (inception) to August 31, 2026, certain officers and directors of the Company paid formation and operating costs of $1,473 on behalf of the Company, consisting of legal, Nevada registered agent and New Jersey costs. In accordance with SEC Staff Accounting Bulletin Topic 5T, these costs have been recorded as operating expenses in the statement of operations with a corresponding credit to additional paid-in capital, and are presented as a non-cash financing activity in the statement of cash flows. The Company has no obligation to repay these amounts.

Notes Payable - Stockholders

On April 29, 2026, the Company issued promissory notes (the “Notes”) to four stockholders of the Company pursuant to which the Company agreed to repay the sum of any and all amounts advanced to the Company, on such date that the Company’s common stock is listed for trading on a nationally recognized exchange in the United States (“Maturity Date”). The Notes bear interest at a rate of five percent (5%) per annum, payable on the Maturity Date of the Notes. As of August 31, 2026, the amount due under the Notes was $25,000, consisting of four $6,250 Notes held by David Landskowsky, Eric Rubenstein and Vincent LaBarbara, each a director of the Company, and Lucosky Brookman LLP, legal counsel to the Company. Each noteholder beneficially owns 24.9% of the Company’s outstanding common stock, and together the noteholders beneficially own approximately 99.5% of the Company’s outstanding common stock. Accordingly, each noteholder is a related party of the Company.

Note 7. Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

ATTACHMENTS / EXHIBITS

ARTICLES OF INCORPORATION

AMENDED AND RESTATED BY-LAWS

FORM OF PROMISSORY NOTE