Form 8-K
8-K — Southport Acquisition Corp. II
Accession: 0001185185-26-004666
Filed: 2026-10-08
Period: 2026-09-30
CIK: 0002148436
SIC: 6770 (BLANK CHECKS)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — southacq28k100526.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (southacq2ex99-1.htm)
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2026-09-30
2026-09-30
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 30, 2026
Southport Acquisition Corp. II
(Exact name of registrant as specified in its
charter)
Cayman Islands
001-43492
98-1961063
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
8 Bolling Place
Greenwich, CT 06830
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (917) 503-9722
Not Applicable
(Former name or former address, if changed since
last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
PORT.U
The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share
PORT
The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
PORT.W
The New York Stock Exchange
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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. ☐
Item 8.01. Other Events.
On October 2, 2026, Southport Acquisition Corp. II, a Cayman Islands exempted company (the
“Company”),
consummated its initial public offering (“IPO”) of 21,000,000 units (the “Units”), including 1,000,000
Units issued pursuant to the partial exercise by the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary
share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant
of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase
one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company
of $210,000,000.
Simultaneously with the closing
of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 770,000 units (the
“Private Placement Units”). 500,000 Private Placement Units were sold to Southport Acquisition Sponsor II LLC, the
Company’s sponsor, and 270,000 Private Placement Units were sold to Cohen & Company Capital Markets, a division of Cohen &
Company Securities, LLC, the representative of the underwriters in the IPO, in each case at a purchase price of $10.00 per Private Placement
Unit, generating gross proceeds to the Company of $7,700,000. Each Private Placement Unit consists of one Class A Ordinary Share and one-half
of one warrant.
A total of $212,100,000,
or $10.10 per Unit, comprised of the net proceeds from the IPO and the Private Placement, was placed in a U.S.-based trust account maintained
by Continental Stock Transfer & Trust Company, acting as trustee.
An audited balance sheet
as of October 2, 2026 reflecting the proceeds from the IPO and the Private Placement has been issued by the Company and
is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Balance Sheet as of October 2, 2026.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
1
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
SOUTHPORT ACQUISITION CORP. II
By:
/s/ Jeb Spencer
Name:
Jeb Spencer
Title:
Chief Executive Officer
Dated: October 8, 2026
2
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: southacq2ex99-1.htm · Sequence: 2
Exhibit 99.1
Southport
Acquisition Corp. II
INDEX TO FINANCIAL STATEMENT
Page
Financial Statement of Southport Acquisition Corp. II:
Report of Independent Registered Public Accounting Firm
F-2
Balance Sheet as of October 2, 2026
F-3
Notes to Financial Statement
F-4
F-1
Report
of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
Southport Acquisition Corp. II:
Opinion on the Financial Statements
We have audited the accompanying balance sheet
of Southport Acquisition Corp. II (the “Company”) as of October 2, 2026, and the related notes (collectively referred to as
the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial
position of the Company as of October 2, 2026, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
This financial statement is the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “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
statement is 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 statement, 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 statement.
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 statement. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor
since 2026.
New York, New York
October 8, 2026
F-2
Southport
Acquisition Corp. II
BALANCE SHEET
OCTOBER 2, 2026
Assets:
Current assets
Cash(1)
—
Total current assets
—
Non-current assets
Cash held in Trust Account
$ 211,430,000
Total non-current assets
211,430,000
Total Assets
$ 211,430,000
Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit:
Current liabilities
Accounts payable
$ 111,330
Accrued expenses
3,921
Accrued offering costs
286,417
Promissory note – related party
228,661
Total current liabilities
630,329
Non-current liabilities
Deferred underwriting commissions
8,400,000
Total non-current liabilities
8,400,000
Total Liabilities
9,030,329
Commitments and Contingencies (Note 7)
Class A ordinary shares subject to possible redemption, $0.0001 par value; 21,000,000 shares issued and outstanding at redemption value of $10.10 per share
212,100,000
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 770,000 shares issued and outstanding (excluding 21,000,000 shares subject to redemption)
77
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,666,667 shares issued and outstanding(2)
767
Share subscription receivable
(2,000,000 )
Additional paid-in capital
—
Accumulated deficit
(7,701,173 )
Total Shareholders’ Deficit
(9,700,329 )
Total Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit
$ 211,430,000
(1) As
of October 2, 2026, $1,330,000 of cash is due to the Company from the Sponsor from the net proceeds of the Initial Public Offering. See
Note 6.
(2) Includes
up to 1,000,000 shares subject to forfeiture to the extent the underwriters do not exercise their over-allotment option in full. The
underwriters partially exercised their over-allotment option and forfeited the remaining over-allotment option on October 2, 2026 (Note
6). As such, 666,667 Class B ordinary shares are subject to forfeiture, resulting in 7,000,000 shares issued and outstanding subsequent
to forfeiture.
The accompanying notes are an integral part of
the financial statement.
F-3
Southport
Acquisition Corp. II
Notes to Financial Statement
OCTOBER 2, 2026
Note 1 — Organization and Business Operations
Southport Acquisition Corp.
II (the “Company”) was incorporated as a Cayman Islands exempted company on July 8, 2026. The Company was incorporated for
the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any specific
Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or
indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.
As of October 2, 2026, the
Company had not commenced any operations. All activity for the period from July 8, 2026 (inception) through October 2, 2026 relates to
the Company’s formation and the Initial Public Offering (as defined below). The Company will not generate any operating revenues
until after the completion of its initial Business Combination, at the earliest. The Company may generate non-operating income in the
form of interest income on cash and cash equivalents and dividend income from marketable securities purchased from the proceeds derived
from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
On October 2, 2026, the Company
consummated the initial public offering (the “Initial Public Offering”) of 21,000,000 units (the “Public Units”)
generating gross proceeds of $210,000,000. Each Public Unit consists of one Class A ordinary share (the “Public Shares”) and
one-half of one redeemable warrant (the “Public Warrants”).
Simultaneously with the
closing of the Initial Public Offering, the Company consummated the sale of 770,000 units (the “Private Units” and, with
respect to the Class A ordinary shares included in the Private Units being offered, the “Private Shares”) at a price of
$10.00 per Private Unit, in a private placement to the Company’s sponsor, Southport Acquisition Sponsor II LLC (the
“Sponsor”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC
(“CCM”), the representative of the several underwriters in the Initial Public Offering (the “Underwriters”),
generating gross proceeds of $7,700,000, of which $2,000,000 has not yet been received and is recorded as a share subscription
receivable on the balance sheet within shareholders’ deficit (see Note 6). Each Private Unit consists of one Class A ordinary
share and one-half of one redeemable warrant (the “Private Warrants” and together with the Public Warrants, the
“Warrants”). Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per
share, subject to adjustment.
Transaction costs amounted
to $13,131,749, consisting of $4,200,000 of cash underwriting discounts and commission, up to $8,400,000 of deferred underwriting commissions
(based on the percentage of funds remaining in the Trust Account after redemptions of Public Shares in accordance with the Underwriting
Agreement between the Company and the Underwriters), and $531,749 of other offering costs.
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 Private
Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination
(less deferred underwriting commissions).
The Company’s Business
Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance
in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions held and taxes payable on the interest
earned on the Trust Account) at the time of signing an agreement to enter into a Business Combination. However, the Company will only
complete a Business Combination if the post-Business Combination 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”). There is no assurance that the
Company will be able to successfully effect a Business Combination.
F-4
Following the closing of
the Initial Public Offering, $10.10 per Public Unit sold in the Initial Public Offering, or an aggregate of $212,100,000, was placed in
a trust account (the “Trust Account”) and is initially invested only in U.S. government treasury obligations with a maturity
of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest
only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the
sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment
company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account,
the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential
status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold
the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned
on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public
Offering and the sale of the Private Units will not be released from the Trust Account until the earliest of (i) the completion of the
Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete
the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date
as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption
of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and
restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption
in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated
an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of
the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.
The Company will provide
the Company’s public shareholders with the opportunity to redeem all or a portion of their Public Shares, regardless of whether
they abstain, vote for, or vote against, an initial Business Combination upon completion of an initial Business Combination either (i)
in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of
a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial 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 shares
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business
days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less
taxes payable), divided by the number of Public Shares then outstanding, subject to the limitations. The amount in the Trust Account is
initially anticipated to be $10.10 per Public Share. The ordinary 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 Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
The Company will have only
the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its
initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible, but not more than ten
business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account (net of amounts withdrawn to pay taxes and up to
$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute
full and complete payment for the Public Shares and completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands
law to provide for claims of creditors and subject to the other requirements of applicable law.
F-5
The Sponsor, officers and
directors have entered into a letter agreement with the Company, pursuant to which they agreed to waive their redemption rights with respect
to any shares held by them in connection with the completion of an initial Business Combination. Additionally, the Sponsor, officers and
directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares (as
defined below) and Private Shares if the Company fails to complete an initial Business Combination within the Completion Window, although
they will be entitled to liquidating distributions from assets outside the Trust Account. If the Company does not complete the initial
Business Combination within the Completion Window, the Private Units (and the securities comprising such units) will be worthless. Furthermore,
the Sponsor, officers and directors have agreed not to transfer, assign or sell any of their respective Founder Shares and Private Units
until the date that is (i) in the case of the Founder Shares, the earlier of (A) six months after the date of the consummation of an initial
Business Combination or (B) subsequent to an initial Business Combination, the date on which consummation of a liquidation, merger, share
exchange or other similar transaction after an initial Business Combination which results in all of the shareholders having the right
to exchange their Class A ordinary shares for cash, securities or other property, and (ii) in the case of the Private Units or any securities
underlying the Private Units, until 30 days after the completion of an initial Business Combination. Any permitted transferees will be
subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares and
Private Units.
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) $10.10 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 $10.10 per share due to reductions in the value of the trust assets, less taxes payable, 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 Company’s indemnity of the
Underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended
(the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor
has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes
that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able
to satisfy those obligations.
Liquidity and Capital Resources
The Company’s liquidity
needs up to October 2, 2026 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $300,000.
As of October 2, 2026, the Company had no cash and a working capital deficit of $630,329. Additionally, the Company had $2,000,000
in share subscription receivable within equity in connection with the sale of the Private Units (see Note 6).
In order to finance transaction
costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).
If the Company completes the initial Business Combination, the Company will repay such loaned amounts. In the event that the initial Business
Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts,
including the repayment of loans from the Sponsor to pay for any amount deposited to pay for any extension of the time to complete the
initial Business Combination, but no proceeds from the Trust Account would be used for such repayment. Up to $2,500,000 of such loans
may be convertible into private placement equivalent units of the post Business Combination entity at a price of $10.00 per unit (“Working
Capital Units”), with each unit comprised of one Class A ordinary share (“Working Capital Share”) and one-half
of one redeemable warrant to purchase one Class A ordinary share at an exercise price of $11.50 per share (“Working Capital
Warrant”). As of October 2, 2026, no such Working Capital Loans were outstanding.
In connection with the Company’s
assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going
Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating
its business. However, if the 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, the Company may have insufficient funds available to operate
its business prior to the initial Business Combination. The Company has the Completion Window to complete the initial Business Combination.
Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from
the date of issuance of the financial statement.
Note 2 — Significant Accounting Policies
Basis of Presentation
The accompanying financial
statement is presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”)
and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”).
F-6
Emerging Growth Company Status
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”), and it 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 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 the financial
statement in conformity with U.S. 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 statement.
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 statement, 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 significantly
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 had no cash
and no cash equivalents as of October 2, 2026.
Cash Held in Trust Account
As of October 2, 2026, the
assets held in the Trust Account, amounting to $211,430,000 were held in cash.
Concentration of Credit Risk
Financial instruments that
potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,
may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could
have a significant adverse impact on the Company’s financial condition.
F-7
Offering Costs Associated with the Initial
Public Offering
The Company complies with
the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering
costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt
with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and
debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Public Units between the Public
Shares and Public Warrants, using the residual method by allocating Initial Public Offering proceeds first to the fair value of the Public
Warrants and then to the Public Shares. Offering costs allocated to the Public Shares are charged to temporary equity. Offering costs
allocated to the Public Warrants are charged to shareholders’ deficit, as the Public Warrants are accounted for as equity classified
financial instruments.
Fair Value of Financial Instruments
The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Fair value is defined as
the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants
at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair
value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level
1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable
inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs
other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments
in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable
inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived
from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Share-Based Compensation
The Company accounts for
share awards in accordance with FASB ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards
be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the
share. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are
expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards
vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that
vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s
initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and
the award is forfeited.
Income Taxes
The Company accounts for
income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and
reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and
tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to
reduce deferred tax assets to the amount expected to be realized.
F-8
ASC Topic 740 prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. The Company’s management determined that the Cayman Islands is the Company’s major
tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As
of October 2, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently
not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered
to be a Cayman Islands exempted company with no connection to any other taxable jurisdiction and is presently not subject to income taxes
or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero and
there was no accrued income taxes recorded to the balance sheet as of October 2, 2026.
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.
Warrant Instruments
The Company accounts
for the Public Warrants and Private Warrants 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
the classification of the warrant instruments and determined they are accounted for under equity treatment at their relative fair
values. There are 10,500,000 Public Warrants and 385,000 Private Warrants outstanding as of October 2, 2026.
Class A Ordinary Shares Subject to Possible
Redemption
The Public Shares contain
a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there
is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99,
the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely
within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying
value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial
Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of
redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly,
as of October 2, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside
of the shareholders’ deficit section of the Company’s balance sheet. As of October 2, 2026, the Class A ordinary shares subject
to possible redemption reflected in the balance sheet are reconciled in the following table:
Gross proceeds from Initial Public Offering
$ 210,000,000
Less:
Proceeds allocated to Public Warrants
(2,740,964 )
Offering costs allocated to Public Shares
(12,960,350 )
Plus:
Accretion of Class A ordinary shares subject to possible redemption
17,801,314
Class A ordinary shares subject to possible redemption at October 2, 2026
$ 212,100,000
F-9
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 statement.
Note 3 — Initial Public Offering
Pursuant to the Initial Public
Offering on October 2, 2026, the Company sold 21,000,000 Public Units at a purchase price of $10.00 per Public Unit, including 1,000,000
Public Units purchased by the Underwriters as a result of the partial exercise of the Underwriters’ over-allotment option, generating
proceeds of $210,000,000.
Each Public Unit that the
Company is offering has a price of $10.00 and consists of one Public Share and one-half of one redeemable Public Warrant. Each whole
Public Warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
Public Warrants —
As of October 2, 2026, 10,500,000 Public Warrants were outstanding. Each whole Public Warrant entitles the holder to purchase one
Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The Public Warrants cannot be exercised
until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after
the completion of the initial Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated
to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public
Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public
Warrants is then effective and a prospectus relating thereto is current. No Public Warrant will be exercisable and the Company will not
be obligated to issue a Class A ordinary share upon exercise of a Public Warrant unless the Class A ordinary share issuable upon such
Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the
registered holder of the Public Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied
with respect to a Public Warrant, the holder of such Public Warrant will not be entitled to exercise such Public Warrant and such Public
Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Public Warrant. In the
event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a Public Unit containing such
Public Warrant will have paid the full purchase price for the Public Unit solely for the Class A ordinary share underlying such Public
Unit.
Under the terms of the warrant
agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days after the closing of its Business
Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement
for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary
shares issuable upon exercise of the Public Warrants and thereafter will use its commercially reasonable efforts to cause the same to
become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus
relating to the Class A ordinary shares issuable upon exercise of the Public Warrants until the expiration of the Public Warrants in accordance
with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise
of the Public Warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination,
Public Warrant holders may, commencing on the 61st day until such time as there is an effective registration statement and
during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class
A ordinary shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy
the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option,
require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration
statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify
the shares under applicable blue sky laws to the extent an exemption is not available.
F-10
If the holders exercise their
Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A
ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Public
Warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the
Public Warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A
ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received
by the warrant agent or on which the notice of redemption is sent to the holders of Public Warrants, as applicable.
Redemption of Warrants
When the Price per Class A Ordinary Share Equals or Exceeds $18.00: The Company may redeem the outstanding Public Warrants:
● in whole and not in part;
● at a price of $0.01 per Public Warrant;
● upon a minimum of 30 days’
prior written notice of redemption (the “30-day redemption period”); and
● if, and only if, the closing price of the Class A ordinary shares equals
or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public
Warrant) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of the Company’s initial
Business Combination and ending three business days before the Company sends the notice of redemption to the Public Warrant holders.
Additionally, if the number
of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision
of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the
number of Class A ordinary shares issuable on exercise of each Public Warrant will be increased in proportion to such increase in the
outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase
Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary
shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any
other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the
quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i)
if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable
for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount
payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on
the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
In addition, if (x) the
Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the
closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share
(with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case
of any such issuance to its initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial
shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances and the Initial
Public Offering), and interest thereon, available for the funding of the initial Business Combination on the date of the consummation
of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of the Class A ordinary
shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business
Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted
(to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption
trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Note 4 — Private Placement
Simultaneously with the closing
of the Initial Public Offering, the Sponsor and CCM purchased an aggregate of 770,000 Private Units, or $7,700,000 in the aggregate. Of
those 770,000 Private Units, the Sponsor purchased 500,000 Private Units and CCM purchased 270,000 Private Units. Each Private Unit consists
of one Class A ordinary share and one-half of one redeemable Private Warrant. Each whole Private Warrant entitles the registered holder
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
F-11
The Private Warrants are
identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, or their permitted
transferees, the Private Warrants (including the Class A ordinary shares issuable upon exercise of these Private Warrants) (i) may
not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of
the initial Business Combination, and (ii) will be entitled to registration rights and (iii) with respect to Private Warrants
held by CCM and/or its designees, will not be exercisable more than five years from the commencement of sales in this offering in
accordance with FINRA Rule 5110(g)(8).
The Sponsor, officers and
directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights
with respect to any shares held by them in connection with the completion of the initial Business Combination; (ii) waive their redemption
rights with respect to any shares held by them in connection with a shareholder vote to approve an amendment to the amended and restated
memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in
connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial
Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with
respect to their Founder Shares and Private Shares if the Company fails to complete an initial Business Combination within the Completion
Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold
if the Company fails to complete an initial Business Combination within the prescribed time frame and to liquidating distributions from
assets outside the Trust Account; and (iv) vote any Founder Shares and Private Shares held by them and any Public Shares purchased during
or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from shares they may purchase
in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business
Combination transaction) in favor of the initial Business Combination.
Note 5 — Segment Information
ASC Topic 280, Segment Reporting,
establishes standards for companies to report, in their financial statements, information about operating segments, products, services,
geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities
from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated
by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess
performance.
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. Accordingly, management has determined that the Company only has one reportable
segment.
The CODM assesses performance
for the single segment and decides how to allocate resources based on liquidity metrics reported on the balance sheet as total assets.
When evaluating the Company’s performance and making key decisions regarding resource allocation and ability to effect its initial
Business Combination, the CODM reviews several key metrics including total assets, which include the following:
October 2,
2026
Cash held in Trust Account
$ 211,430,000
Total Assets
$ 211,430,000
F-12
Note 6 — Related Party Transactions
Founder Shares
On July 15, 2026, the Company
issued an aggregate of 7,666,667 Class B ordinary shares, $0.0001 par value (the “Founder Shares”), in exchange for a
$25,000 payment (approximately $0.003 per share) from the Sponsor to cover certain expenses on behalf of the Company. The Founder Shares
included an aggregate of up to 1,000,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the Underwriters’
over-allotment option was not exercised in full or in part. The Underwriters partially exercised their over-allotment option on October
2, 2026.
The Company’s officers
and directors have each received, for their services as an officer or director, an indirect interest in Founder Shares through membership
interests in the Sponsor. The membership interests received in the Sponsor correspond to an aggregate of 891,000 Founder Shares, to be
distributed to the officers and directors upon consummation of an initial Business Combination. Each Founder Share will automatically
convert to one Class A ordinary share concurrently with or immediately following the consummation of an initial Business Combination.
The Sponsor will retain all voting and dispositive power over all Founder Shares until the consummation of an initial Business Combination,
after which the Sponsor will distribute to each holder of the membership interests its share of the Founder Shares, subject to applicable
lock-up restrictions.
The grant of the membership
interests to the Company’s officers and directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation”
(“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon
the grant date. The fair value of the 891,000 Founder Shares granted to the Company’s officers and directors was $755,568, or approximately
$0.85 per share, on the grant date of October 2, 2026. The fair value of the Founder Shares was determined by applying a discount for
lack of marketability to the underlying stock price. The following table presents the quantitative information regarding market assumptions
used in the valuation of the Class B ordinary shares:
Underlying stock price
$ 0.97
Estimated volatility
30.00 %
Risk-free rate
4.78 %
Time to expiration (years)
2.50
Discount for lack of marketability
12.61 %
As used herein, unless the
context otherwise requires, “Founder Shares” shall be deemed to include the Public Shares issuable upon conversion thereof.
The Founder Shares are identical to the Public Shares included in the Public Units being sold in the Initial Public Offering except
that the Founder Shares automatically convert into Public Shares at the time of the initial Business Combination (with such conversion
taking place immediately prior to, simultaneously with, or immediately following the time of the initial Business Combination, as may
be determined by the directors of the Company) or earlier at the option of the holder and are subject to certain transfer restrictions,
as described in more detail below. The Sponsor has agreed to forfeit up to an aggregate of 1,000,000 Founder Shares to the extent that
the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent approximately
24.3% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor will not be entitled to redemption
rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the initial Business
Combination. If the initial Business Combination is not completed within 24 months from the closing of the Initial Public Offering,
the Sponsor will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares and
Private Shares held by it.
The Sponsor has agreed not
to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) six months after the completion of the
initial Business Combination or (B) subsequent to the Initial Business Combination, the date on which the Company consummates a transaction
which results in the shareholder having the right to exchange its shares for cash, securities, or other property subject to certain limited
exceptions.
Promissory Note — Related Party
On July 15, 2026, the Sponsor
agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering (the
“Promissory Note”). The Promissory Note is non-interest bearing, unsecured and due at the earlier of December 31, 2026, or
the date on which the Company consummates the Initial Public Offering. As of October 2, 2026, the Company had borrowed $228,661 under
the Promissory Note, which remains outstanding. Following the closing of the Company’s Initial Public Offering, the Promissory Note
is no longer available for drawn down and is due on demand.
F-13
Share Subscription Receivable
On October 2, 2026, in connection
with the sale of the Private Units, the Sponsor should have deposited $1,330,000 of net proceeds into the Company’s bank account.
Due to timing of funds and the bank account opening process, these funds were not deposited, and the Company has accounted for the amount
due as a share subscription receivable within equity. Additionally, $670,000 of proceeds from the sale of the Private Units was in transit
as of October 2, 2026. The $670,000 was received on October 5, 2026 (see Note 10).
Administrative Services Agreement
Commencing on the effective
date of the registration statement, the Company entered into an agreement with the Sponsor to pay an aggregate of $20,000 per month for
office space, utilities, secretarial and administrative support (the “Administrative Services Agreement”). Upon completion
of the initial Business Combination or the liquidation, the Company will cease paying the $20,000 per month fee. As of October 2, 2026,
the Company has incurred $1,290 of such fees and has paid $0, resulting in an outstanding balance of $1,290 which is recorded to accrued
expenses on the balance sheet.
Related Party Loans
In order to finance transaction
costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s
officers and directors may, but are not obligated to, lend the Company Working Capital Loans as may be required on a non-interest basis.
If the Company completes an initial Business Combination, the Company would repay such loaned amounts. In the event that the initial Business
Combination does not close, the Company may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from
the Trust Account would be used for such repayment. Up to $2,500,000 of such loans may be convertible into units of the post-business
combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Units. Except
as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
As of October 2, 2026, no such Working Capital Loans were outstanding.
Note 7 — Commitments and Contingencies
Risks and Uncertainties
The United States and global
markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict
and the recent escalation of the conflict in the Middle East and Southwest Asia involving the United States, Israel and Iran and others.
Recent hostilities between the United States, Israel and Iran and others have caused significant disruption in the normal flow of oil,
refined petroleum products and related commodities, with consequent price rises and associated economic volatility. In response to the
ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern
Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive
actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the
Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also
provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military
strikes in the Middle East and Southwest Asia, including but not limited to in Iran, and there have been retaliatory military responses,
increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the conflict involving
the United States, Israel and Iran and others in the Middle East and Southwest Asia and the resulting measures that have been taken, and
could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and
other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the
length and impact of the ongoing conflicts and geopolitical turmoil are highly unpredictable, they could lead to market disruptions, including
significant volatility in energy and other commodity prices, credit and capital markets, as well as supply chain interruptions, changes
in consumer or producer purchasing behavior, reduced availability of certain types of energy for use in the global economy and increased
cyber-attacks and potentially other attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global
economy and financial markets and lead to instability and lack of liquidity in capital markets. 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 conflict in the Middle East and Southwest Asia involving the United States, Israel and Iran and others, 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.
F-14
Registration Rights
The holders of the Founder
Shares, Private Units, and Working Capital Units that may be issued upon conversion of loans made by the Sponsor or one of its affiliates,
and their permitted transferees, have registration rights to require the Company to register a sale of any of the securities held by them
(in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares) pursuant to a registration
rights agreement signed on September 30, 2026. These holders are entitled to make up to three demands, excluding short form registration
demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders have “piggy-back”
registration rights to include such securities in other registration statements filed by the Company and rights to require the Company
to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement
provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective
until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of
any such registration statements.
Underwriting Agreement
The Company granted the Underwriters
a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Public Units to cover over-allotments,
if any. On October 2, 2026, the Underwriters partially exercised the over-allotment option to purchase an additional 1,000,000 Public
Units.
The Underwriters were paid
a cash underwriting discount and commission of $0.20 per Public Unit, or $4,200,000 in the aggregate at the closing of the Initial Public
Offering. Additionally, the underwriters are entitled to a contingent, deferred underwriting commission of $0.40 per Public Unit, or $8,400,000
in the aggregate, payable to the Underwriters based on the percentage of funds remaining in the Trust Account after redemptions of Public
Shares, for deferred underwriting commissions. The contingent, deferred underwriting commissions will become payable to the Underwriter
from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination.
F-15
Note 8 — Shareholders’ Deficit
Preference Shares — The Company
is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. At October 2, 2026, there were no preference
shares issued or outstanding.
Class A Ordinary Shares —
The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $0.0001 each. At October 2, 2026, there
were 770,000 Class A ordinary shares issued or outstanding, excluding 21,000,000 Class A ordinary shares subject to possible
redemption.
Class B Ordinary Shares —
The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 each. On July 15, 2026, the Company
issued 7,666,667 Class B ordinary shares to the Sponsor for $25,000, or approximately $0.003 per share. Such Founder Shares include
an aggregate of up to 1,000,000 shares subject to forfeiture if the over-allotment option is not exercised by the Underwriters,
so that the initial shareholders will collectively own 24.3% of the Company’s issued and outstanding ordinary shares after an Initial
Public Offering. The Underwriters partially exercised their over-allotment option on
October 2, 2026 (Note 6). There were 7,666,667 Class B ordinary shares issued and outstanding as of October 2, 2026.
The Founder Shares will automatically
convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights
or be entitled to liquidating distributions from the Trust Account if the Company fails to consummate an initial Business Combination)
concurrently with or immediately following the consummation of an initial Business Combination or earlier at the option of the holder
on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the
like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked
securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with
the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will
be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to
any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares
will equal, in the aggregate, 25% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of
the Initial Public Offering (including any Class A ordinary shares issued pursuant to the Underwriters’ over-allotment option and
excluding the Class A ordinary shares comprising part of the Private Units and the Class A ordinary shares underlying the Private Warrants
issued to the Sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with
the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller
in the initial Business Combination and any private placement-equivalent units issued to the Sponsor or any of its affiliates or to the
Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares
by public shareholders in connection with an initial Business Combination and any Class A ordinary shares redeemed by public shareholders
in connection with any amendment to the Company’s amended and restated memorandum and articles of association made prior to the
consummation of the initial Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with an initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete
an initial Business Combination within the completion window or (B) with respect to any other material provisions relating to the rights
of holders of Class A ordinary shares or pre-Business Combination activity; provided that such conversion of Founder Shares will never
occur on a less than one-for-one basis.
F-16
Holders of record of the
Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be
voted on by shareholders. Unless specified in the Company’s amended and restated memorandum and articles of association or as required
by the Companies Act (Revised) of the Cayman Islands or stock exchange rules, a special resolution under Cayman Islands law and the Company’s
amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast
by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting
of the Company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require
a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds
of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable
general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include
amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation
with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s
initial Business Combination, the holders of more than 50% of the Company’s ordinary shares voted for the appointment of directors
can elect all of the directors. Prior to the consummation of an initial Business Combination, only holders of the Company’s Class
B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing
the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the Company’s constitutional
documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction
outside the Cayman Islands). Holders of the Company’s Class A ordinary shares will not be entitled to vote on these matters during
such time. These provisions of the Company’s amended and restated memorandum and articles of association may only be amended if
approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the
consummation of an initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote
in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.
Note 9 — Fair Value Measurements
The fair value of the Company’s
financial instruments reflects management’s estimate of amounts that the Company would have paid in connection with the transfer
of assets in an orderly transaction between market participants at the measurement date.
F-17
Non-recurring Fair Value Measurements
The fair value of
Public Warrants of $2,740,964 (or approximately $0.27 per Public Warrant) was determined using Black-Scholes simulation Model. The
Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The
following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public
Warrants:
October 2,
2026
Implied Class A ordinary share price
$ 9.83
Exercise price
$ 11.50
Term to expiration (years)
7.00
Risk-free rate
5.04 %
Estimated implied volatility
2.70 %
Market adjustment
15.26 %
Note 10 — Subsequent Events
The Company evaluated subsequent
events and transactions that occurred after the balance sheet date through October 8, 2026, the date that the financial statement was
available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment
or disclosure in the financial statement, other than the events disclosed below.
On October 5, 2026, the Sponsor
received $670,000 of proceeds from the sale of the Private Units which was in transit as of October 2, 2026. The Sponsor deposited the
amount into the Trust Account, resulting in gross deposits of $212,100,000 (reflecting $10.10 per Public Share) generated from the Initial
Public Offering and private placement. As a result, the subscription share receivable was reduced by $670,000 to $1,330,000.
F-18
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