Form 8-K
8-K — Blue Water Acquisition Corp. IV
Accession: 0001493152-26-013223
Filed: 2026-03-27
Period: 2026-03-23
CIK: 0002082847
SIC: 6770 (BLANK CHECKS)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-99.1 (ex99-1.htm)
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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
March
23, 2026
Date
of Report (Date of earliest event reported)
Blue
Water Acquisition Corp. IV
(Exact
Name of Registrant as Specified in its Charter)
Cayman
Islands
001-43204
00-0000000N/A
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(I.R.S.
Employer
Identification
No.)
15
E. Putnam Avenue
Suite
363
Greenwich,
CT
06830
(Address
of Principal Executive Offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (203) 489-2110
N/A
(Former
name or former address, if changed since last report)
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
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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
BWIV.U
New
York Stock Exchange
Class
A ordinary shares, par value $0.0001 per share
BWIV
New
York Stock Exchange
Warrants,
each whole warrant exercisable for one Class A ordinary share
BWIV.WS
New
York Stock Exchange
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
As
previously disclosed, on March 23, 2026 Blue Water Acquisition Corp. IV (the “Company”) consummated its initial public offering
(“IPO”), which consisted of 13,000,000 units (the “Units”), including 500,000
Units issued pursuant to the partial exercise by the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary
share, $0.0001 par value (“Class A Ordinary Share”) and one-half of one redeemable warrant of the Company, with each whole
warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). The Units were
sold at an offering price of $10.00 per Unit, generating gross proceeds of $130,000,000.
Simultaneously
with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of an aggregate of 425,000
units (the “Private Units”) to the Sponsor and BTIG, at a price of $10.00 per Private Unit, generating total proceeds of
$4,250,000. Each Private Unit consists of one Class A Ordinary Share and one-half of one redeemable warrant, with each whole warrant
entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). Of those 425,000 Private
Units, the Sponsor purchased 275,000 Private Units and BTIG purchased 150,000 Private Units.
As
of March 23, 2026, a total of $130,000,000 of the net proceeds from the IPO and the Private Placement, which amount included $4,550,000
in deferred underwriting commissions, was deposited in a trust account established for the benefit of the Company’s public shareholders.
An audited balance sheet as of March 23, 2026, reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement,
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
Audited Balance Sheet as of March 23, 2026
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
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.
Dated:
March 27, 2026
Blue
Water Acquisition Corp. IV
By:
/s/
Joseph Hernandez
Name:
Joseph
Hernandez
Title:
Chief
Executive Officer
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 2
Exhibit
99.1
Blue
Water Acquisition Corp. IV
INDEX
TO FINANCIAL STATEMENT
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 149)
F-2
Balance
Sheet as of March 23, 2026
F-3
Notes
to the Financial Statement
F-4
F-1
Report
of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
of Blue Water Acquisition Corp. IV
Opinion on the Financial Statement
We have audited the accompanying balance sheet
of Blue Water Acquisition Corp. IV (the “Company”) as of March 23, 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 March 23, 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 statement has been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statement, the Company has
incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and has stated that substantial doubt
exists about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described
in Note 1. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
The 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) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with 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 and in accordance with auditing standards generally accepted in the United States of America. 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/
Elliott Davis, PLLC
We have served as the Company’s auditor since
2025.
Charlotte, North Carolina
March 27, 2026
F-2
Blue
Water Acquisition Corp. IV
BALANCE
SHEET
MARCH 23, 2026
Assets:
Current assets:
Due from related party
$ 1,276,971
Total current assets
1,276,971
Non-current assets:
Cash and marketable securities held in Trust Account
130,000,000
Total non-current assets
130,000,000
Total Assets
$ 131,276,971
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholder’s Deficit:
Current liabilities:
Accounts payable
$ 73,882
Accrued offering costs
239,203
Due to related party
9,000
Over-allotment option liability
106,000
Total current liabilities
428,085
Non-current liabilities:
Deferred underwriter fee payable
4,550,000
Total non-current liabilities
4,550,000
Total Liabilities
4,978,085
Commitments and Contingencies (Note 7)
Class A ordinary shares subject to possible redemption, $0.0001 par value; 13,000,000 shares issued and outstanding at redemption value of $10.00 per share
130,000,000
Shareholder’s Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
—
Class A ordinary shares, $0.0001 par value; 485,000,000 shares authorized; 425,000 shares issued or
outstanding (excluding 13,000,000 shares subject to possible redemption)
43
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 4,791,667 shares issued and outstanding(1)(2)
479
Additional paid-in capital
—
Share subscription receivable
—
Accumulated deficit
(3,701,636 )
Total Shareholder’s Deficit
(3,701,114 )
Total Liabilities, Class A Ordinary Shares Subject to Possible
Redemption, and Shareholder’s Deficit
$ 131,276,971
(1)
Includes
up to 458,333 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the
underwriters (Note 7).
(2)
On
March 23, 2026, the underwriters partially exercised the over-allotment option to purchase an additional 500,000 Units (Note 7).
Up to 1,375,000 Units remain available for purchase through the remaining over-allotment option.
The
accompanying notes are an integral part of the financial statement.
F-3
Blue
Water Acquisition Corp. IV
NOTES
TO THE FINANCIAL STATEMENT
MARCH
23, 2026
Note
1 — Organization and Business Operations
Blue
Water Acquisition Corp. IV (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on
August 1, 2025. 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 (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 March 23, 2026, the Company has not commenced any operations. All activity for the period from August 1, 2025 (inception) through
March 23, 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 (as defined below). The Company has selected December 31 as its fiscal year end.
On
March 23, 2026, the Company consummated the initial public offering (“Initial Public Offering”) of 13,000,000 units (the
“Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”),
which includes the partial exercise by the underwriters of their over-allotment option in the amount of 500,000 Units, at $10.00 per
Unit, generating gross proceeds of $130,000,000. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant
(each, a “Public Warrant”).
Simultaneously with the closing of the
Initial Public Offering, the Company consummated the sale of 425,000 units (the “Private Placement Units” and, with respect
to the Class A ordinary shares included in the Private Placement Units being offered, the “Private Placement Shares”) at
a price of $10.00 per Private Placement Unit, in a private placement to the Company’s sponsor, Blue Water Acquisition IV LLC (the
“Sponsor”) and BTIG, LLC, the representative of the underwriters in the Initial Public Offering, generating gross
proceeds of $4,250,000. Each Private Placement Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the
“Private Placement 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 $7,665,168, consisting of $2,600,000 of cash underwriting fee, $4,550,000 of deferred underwriting fee, and $515,168
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 Placement 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 discounts held and taxes
payable on the income earned on the Trust Account) at the time of the 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 on March 23, 2026, an amount of $130,000,000 ($10.00 per Unit) net proceeds from the sale
of the Units and the Private Placement Units, was placed in a trust account (the “Trust Account”), with Continental Stock
Transfer & Trust Company acting as trustee. The funds are initially be held in cash, including demand deposit accounts at
a bank, or 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 Placement 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
21 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, the initial Business Combination upon completion of the 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 (but without deduction for any excise or similar tax that may be due or payable)), divided by the number of then
outstanding Public Shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $10.00 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 its taxes (but without deduction for any excise or similar tax that may be due or payable) 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.
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 the initial Business Combination. Additionally, the Sponsor, officers
and directors agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares
and Private Placement Shares if the Company fails to complete its initial business combination within the prescribed time
frame, 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 prescribed time frame, the Private Placement Units (and the securities comprising
such units) will be worthless. Furthermore, the Sponsor, officers and directors agreed not to transfer, assign or sell any of
their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after
the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which
the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of its shareholders
having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, (1) if the
closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after the initial Business Combination or (2) if the Company consummates a transaction after the initial business combination
which results in its shareholders having the right to exchange their shares for cash, securities or other property, the founder
shares will be released from the lock-up. The Private Placement Units (including the securities comprising such units and the Class A
ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable until 30 days following the completion
of the initial Business Combination. Because each of the officers and directors will own ordinary shares or units directly or indirectly,
they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
the Company’s initial business combination.
F-5
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) $10.00 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 $10.00 per share due to reductions in the value of the trust assets, less taxes payable (but without
deduction for any excise or similar tax that may be due or 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 underwriters 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,
Capital Resources and Going Concern
As
of March 23, 2026, the Company had no cash and working capital of $848,886.
The
Company’s liquidity needs through March 23, 2026 had been satisfied through a payment from the Sponsor of $25,000 for Class B ordinary
shares, par value $0.0001 per share (“founder shares”) (see Note 6), the Initial Public Offering and the issuance of the
Private Placement Units. Additionally, the Company drew on an unsecured promissory note to pay certain offering costs.
The
Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company
lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from
the issuance date of the financial statement. Although no formal agreement exists, the Sponsor is committed to extend Working Capital
Loans as needed (defined in Note 6). The Company cannot assure that its plans to consummate an initial Business Combination will be successful.
These
factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date
this financial statement is issued. This financial statement does not include any adjustments that might result from the outcome of this
uncertainty.
Note
2 — Significant Accounting Policies
Basis
of Presentation
The
accompanying financial statement are 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”).
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 statement 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.
F-6
Use
of Estimates
The
preparation of financial statements 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 statements
and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
As of March 23, 2026, the Company had no cash and no cash equivalents.
Due
From Related Party
The
Company has $1,276,971 due from related party as a result of Company cash being held in a bank account held by the Sponsor as of March
23, 2026.
Cash
and Marketable Held in Trust Account
As
of March 23, 2026, the assets held in Trust Account, amounting to $130,000,000, were held in cash.
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.”
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 Units between
Class A ordinary shares and Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value
of the Warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares were charged to temporary
equity, and offering costs allocated to the Public Warrants and Private Placement Units were charged to shareholders’ deficit as
Public Warrants and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.
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 a liability, in an orderly transaction
between market participants at the measurement date. 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.
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-7
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 March 23, 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 for the period presented.
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 statement of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion
of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed
to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant
to ASC 480 as it was not fully exercised at the time of the Initial Public Offering.
Warrant
Instruments
The
Company will account for the Public Warrants and Private Placement Warrants to be issued in connection with the Initial Public Offering
and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly,
the Company evaluated and will classify the warrant instruments under equity treatment at their relative fair values. There are 6,500,000
Public Warrants and 212,500 Private Placement Warrants currently outstanding as of March 23, 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 March 23, 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 March 23, 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
$ 130,000,000
Less:
Proceeds allocated to public warrants
(1,723,026 )
Offering costs allocated to the over-allotment option liability
(106,000 )
Offering costs allocated to Class A ordinary shares subject to possible redemption
(7,452,700 )
Offering costs allocated to Public Warrants
(106,467 )
Plus:
Accretion of Class A ordinary shares subject to possible redemption
9,388,193
Class A ordinary shares subject to possible redemption at
March 23, 2026
$ 130,000,000
Recent
Accounting Pronouncements
In
November 2023, the FASB issued ASU 2023-07, “Segment reporting (Topic 280): Improvements to Reportable Segment Disclosures”
(“ASU 2023-07”). The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses
that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment
items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position
of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance
and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic
280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments
in this ASU and existing segment disclosures in Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and
interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07
on August 1, 2025, the date of its incorporation.
F-8
Note
3 — Initial Public Offering
Pursuant
to the Initial Public Offering on March 23, 2026, the Company sold 13,000,000 Units (including 500,000 Units as a result of the partial
exercise of the underwriters’ over-allotment option) at a purchase price of $10.00 per Unit. Each Unit that the Company is offering
has a price of $10.00 and consists of one Class A ordinary 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. Each Public Warrant
will become exercisable at the later of 12 months from the closing of the Initial Public Offering and 30 days after the completion of
the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon
redemption or liquidation.
Warrants
— As of March 23, 2026, 6,500,000 Public Warrants and 212,500 Private Placement Warrants are currently outstanding.
Each whole 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 Warrants cannot be exercised until the later of 12 months from the closing of the Initial Public Offering and 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 Warrant and will have no obligation
to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares
underlying the Warrants is then effective and a prospectus relating thereto is current. No Warrant will be exercisable and the Company
will not be obligated to issue a Class A ordinary share upon exercise of a Warrant unless the Class A ordinary share issuable upon such
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 Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to
a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless.
In no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective
for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely
for the Class A ordinary share underlying such Unit.
Under
the terms of the warrant agreement, the Company 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 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 Warrants until the expiration of the 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 Warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business
Combination, Warrant holders may, 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 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 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.
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 warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the
exercise price of the 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 warrants, as applicable.
F-9
Redemption
of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00: The Company may redeem the outstanding Warrants:
●
in
whole and not in part;
●
at
a price of $0.01 per 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 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 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 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.
Note
4 — Private Placement
Simultaneously with the closing of the
Initial Public Offering, the Sponsor and BTIG, LLC purchased an aggregate of 425,000 Private Placement Units (including an additional
10,000 Private Placement Units as a result of the partial exercise of underwriters’ over-allotment option), at a price of $10.00
per Private Placement Unit, or $4,250,000 in the aggregate, in a private placement. Of those 425,000 Private Placement Units, the Sponsor
purchased 275,000 Private Placement Units and BTIG, LLC purchased 150,000 Private Placement Units. Each Private Placement
Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole Private Placement Warrant entitles the
registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
The Private Placement Warrants will be
identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor and
BTIG, LLC, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable
upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders
until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect
to Private Placement Warrants held by BTIG, LLC and/or its designees, will not be exercisable more than five years from the commencement
of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).
The Sponsor, officers and directors have
entered into a letter agreement with the Company, pursuant to which they 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 Placement 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 Placement 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.
F-10
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, or group, in deciding how to allocate resources
and assess performance.
The
Company’s CODM has been identified as the Chief Financial 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 reviews the position of total assets available with the company to assess if the Company has sufficient resources available to discharge
its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. Additionally, the CODM regularly
reviews the amounts of cash and marketable securities held in the Trust Account to ensure sufficient capital is available to effect an
initial business combination.
March 23, 2026
Due from related party
$ 1,276,971
Cash and marketable securities held in Trust Account
130,000,000
Total Assets
$ 131,276,971
Note
6 — Related Party Transactions
Founder
Shares
On
August 1, 2025, the Company issued 4,791,667 founder shares to the Sponsor for $25,000, or $0.005 per share. Up to 625,000 of the founder
shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment
option is exercised. The Sponsor satisfied payment for the founder shares on November 14, 2025 through a vendor payment in lieu
of cash.
The
Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary
shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination
or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial
Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares
for cash, securities or other property. 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 (the “Lock-up”). Notwithstanding the foregoing, if
(1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results
in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares
will be released from the Lock-up.
Promissory
Note — Related Party
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 was non-interest bearing, unsecured and due at the earlier of (i) August 1, 2026, (ii) the closing of the Initial Public
Offering or (iii) the date which the Company determined not to proceed with the Initial Public Offering. Prior to the closing
of the Initial Public Offering on March 23, 2026, the Sponsor had paid $326,751 of expenses on behalf of the Company. The Company recorded
$300,000 to the Promissory Note and the remaining $26,751 as a related party payable. On March 23, 2026, the Company paid the
Sponsor $326,751 to settle the payments made by the Sponsor on behalf of the Company that were recorded to the Promissory Note
and related party payable. As such, there are no amounts outstanding under the Promissory Note following the closing of the Initial Public
Offering on March 23, 2026. The Promissory Note is no longer available for drawdown subsequent to the closing of the Initial Public Offering.
Due
From Related Party
The
Company has $1,276,971 due from related party as a result of Company cash being held in a bank account held by the Sponsor as of March
23, 2026.
Due To Related Party
As of March 23, 2026, the due to related party balance was $9,000. The balance is
a result of excess funds of $9,000 transferred into the Company’s operating bank account following the purchase of Private Placement
Units in the private placement.
F-11
Administrative
Services Agreement
Commencing on the effective date of the Initial
Public Offering, the Company entered into an agreement with an affiliate of the Sponsor to pay an aggregate of $10,000 per month
for office space, utilities, and secretarial and administrative support. Upon completion of the initial Business Combination or the liquidation,
the Company will cease paying the $10,000 per month fee. As of March 23, 2026, no amounts were recorded to the balance sheet under the
administrative services agreement.
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, loan the Company funds as may be required on a non-interest basis (the “Working Capital
Loans”). 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 $1,500,000 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 Placement 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 March 23, 2026, no such Working Capital Loans were outstanding.
Note
7 — Commitments and Contingencies
Risks
and Uncertainties
Various social and political circumstances
in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States
and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies
with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes
and global health epidemics), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and
worldwide. Specifically, the rising conflict between Russia and Ukraine, and the rising conflicts in the Middle East, and resulting market
volatility could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between
Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia.
In addition to the Russia-Ukraine conflict,
the U.S.-Israel-Iran conflict has had immediate and substantial effects on global trade, energy markets and financial markets. Disruptions
to critical maritime shipping routes have led major shipping companies and tanker operators to suspend or reroute operations, increasing
transit times and freight costs and causing widespread supply chain disruptions. Insurance coverage for certain high-risk areas has become
more costly or unavailable, and regional airspace closures have adversely affected commercial aviation. These developments have contributed
to volatility in global commodity prices, including oil, and have resulted in declines in global equity markets and increased demand
for safe-haven assets. The evolving conflict environment has also led to heightened sanctions enforcement and increased compliance risks
in financial markets.
Any of the above factors, including sanctions,
export controls, tariffs, trade wars and other geopolitical actions, could have a material adverse effect on the Company’s ability
to complete a Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.
The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Registration
Rights
The
holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii)
Private Placement Units (and the securities comprising such units and the Class A ordinary shares issuable upon exercise of the Private
Placement Warrants) which will be issued in a private placement simultaneously with the closing of the Initial Public Offering and (iii)
Private Placement Units (and the securities comprising such units and the Class A ordinary shares issuable upon exercise of the Private
Placement Warrants) that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company
to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior
to the consummation of an initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective
date of the Initial Public Offering.
The
holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such
securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to the completion of an initial Business Combination. Notwithstanding anything to the contrary, BTIG, LLC may only make
a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which
this prospectus forms a part. In addition, BTIG, LLC may participate in a “piggy-back” registration only during the seven-year
period beginning on the effective date of the registration statement of which this prospectus forms a part. The Company will bear the
expenses incurred in connection with the filing of any such registration statements.
F-12
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 1,875,000
Units to cover over-allotments. On March 23, 2026, the underwriters partially exercised the over-allotment option to purchase an additional
500,000 Units, generating additional gross proceeds of $5,000,000. 1,375,000 Units are available for purchase through exercise of the
remaining over-allotment option until expiration.
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 $2,600,000 in the aggregate, payable 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 Units sold of the Initial Public Offering held in the Trust Account, or $4,550,000 in the aggregate, payable
to BTIG, LLC to be deposited in the Trust Account and released to BTIG, LLC only upon the completion of an initial Business Combination.
Note
8 — Shareholder’s Equity
Preference
Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. At March
23, 2026, there were no preference shares issued or outstanding.
Class
A Ordinary Shares — The Company is authorized to issue a total of 485,000,000 Class A ordinary shares at par value of $0.0001
each. At March 23, 2026, there were 13,425,000 shares of Class A ordinary shares issued and outstanding, including 13,000,000
shares of Class A ordinary shares subject to possible redemption.
Class B Ordinary Shares —
The Company is authorized to issue a total of 10,000,000 Class B ordinary shares at par value of $0.0001 each. On August 1, 2025, the
Company issued 4,791,667 Class B ordinary shares to the Sponsor for $25,000, or approximately $0.005 per share. Up to 625,000
founder shares were subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. On
March 23, 2026, the underwriters partially exercised the over-allotment option to purchase an additional 500,000 Units. As such, there
were 4,791,667 Class B ordinary shares issued and outstanding, including 458,333 shares subject to forfeiture if the remaining over-allotment
option is not exercised by the underwriters in full.
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 sub-divisions, 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 Placement Units and the Class A ordinary shares underlying
the Private Placement 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 its initial business combination or to redeem 100% of its public shares
if the Company does not complete its 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-13
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 or stock exchange rules, an ordinary 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 assets and liabilities reflects management’s estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date.
The
following table presents information about the Company’s recurring fair value measurements as of March 23, 2026, and indicates the
fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Level
March 23,
2026
Assets:
Cash and marketable securities held in Trust Account
1
$ 130,000,000
Liabilities:
Over-allotment option liability
3
$ 106,000
The
fair value of cash and marketable securities held in Trust Account derived from observable inputs such as publicly available quoted prices.
The fair value of cash and marketable securities will be remeasured at each reporting period. As of March 23, 2026, the amounts are held
in cash.
The
fair value of the over-allotment option liability was determined using a Black-Scholes Simulation Model. The Company estimates the volatility
of its ordinary share based on historical volatility that matches the expected remaining life of the option. The risk-free interest rate
is based on the U.S. Constant Maturity Treasury rates on the grant date for a maturity similar to the expected remaining life of the
option. The expected life of the option is assumed to be equivalent to their remaining contractual term. The following table presents
the quantitative information regarding assumptions used in the valuation of the over-allotment option:
March 23,
2026
Unit Price
$ 10.00
Exercise price
$ 10.00
Term to expiration (years)
0.12
Risk-free rate
3.70 %
Estimated implied volatility
3.68 %
The
fair value of the Public Warrants was determined to be $1,830,986, or $0.29 per Public Warrant, as of March 23, 2026.
The Level 3 fair value of Public Warrants 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 assumptions used in the valuation of the Public Warrants:
March 23,
2026
Implied ordinary share price
$ 9.80
Exercise price
$ 11.50
Term to expiration (years)
7.00
Risk-free rate
4.15 %
Estimated implied volatility
1.96 %
Market adjustment
23.84 %
Note
10 — Subsequent Events
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the
financial statement was issued. Based upon this review, the Company did not identify any subsequent events that would
have required adjustment or disclosure in the financial statement.
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