Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

Management's Discussion And Analysis Of Financial Condition And Results Of Operations

The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Special Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in this Annual Report on Form 10-K.

Overview

We are a blank check company incorporated in the Cayman Islands on November 13, 2025, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses. We intend to effectuate our business combination using cash derived from the proceeds of the initial public offering and the sale of the private placement units, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from November 13, 2025(inception) through December 31, 2025 were organizational activities and those necessary to prepare for the initial public offering, described below, and, after our initial public offering, identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. Subsequent to the initial public offering, we generate non-operating income in the form of interest income on cash held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the period from November 13, 2025 (inception) through December 31, 2025, we had a net loss of $99,715, which consists of general and administrative costs.

Liquidity and Capital Resources

Until the consummation of the IPO, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the sponsor and loans from the sponsor. As of December 31, 2025, we had no cash and working capital deficit of $425,990.

Subsequent to the period covered by this Report, on February 20, 2026, we consummated our IPO, which consisted of 23,000,000 units, including the exercise in full by the underwriters of an option to purchase up to 3,000,000 units at the offering price to cover over-allotments. The units were sold at a price of $10.00 per unit, generating gross proceeds to the company of $230,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 695,000 private placement units to the sponsor and BTIG, the representative of the underwriters, at $10.00 per unit, generating gross proceeds of $6,950,000.

Following the closing of the IPO, on February 20, 2026, an amount of $230,000,000 ($10.00 per unit) from the net proceeds of the sale of the units, and a portion of the proceeds of the sale of the private placement units, which amount includes $8,050,000 of the underwriters' deferred commission, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

We incurred $13,314,254, consisting of $4,600,000 of cash underwriting fee, $8,050,000 of deferred underwriting fee, and $664,254 of other offering costs.

For the period from November 13, 2025 (inception) through December 31, 2025, cash used in operating activities was $0. Net loss of $99,715 was affected by operating costs paid via promissory note related party of $60,840, formation costs paid by sponsor in exchange for issuance of Class B ordinary shares of $5,000 and changes in operating assets and liabilities used $33,875 of cash for operating activities.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less income taxes payable), to complete our business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that a business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of the working capital loans may be converted upon completion of a business combination into private units at a price of $10.00 per unit. The warrants would be identical to the private placement units.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than pay an aggregate of $25,000 per month for the services of the chief financial officer and chief operating officer, and for office space and administrative support.

The underwriters were paid a cash underwriting discount of 2.00% of the gross proceeds of the units offered in the initial public offering, or $4,600,000 upon the closing of the initial public offering.

Additionally, the underwriters are entitled to a deferred underwriting discount of 3.50% of the gross proceeds of the initial public offering held in the trust account, $8,050,000, payable to BTIG to be deposited in the trust account and released to BTIG only upon the completion of an initial business combination. The deferred underwriting commissions are payable as follows: (i) $0.20 per unit sold in the initial public offering is paid to BTIG in cash upon the closing of the initial business combination and (ii) $0.15 per unit sold in the initial public offering is payable to BTIG in cash, based on the funds remaining in the trust account after giving effect to public shares that are redeemed in connection with an initial business combination.

Critical Accounting Estimates

The preparation of the financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 materially differ from those estimates. As of December 31, 2025, we did not have any critical accounting estimates to be disclosed.

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 our financial statements.