季度：2026年第一季（截至2026年3月31日）

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 FORM 10-Q 
 

(Mark One)

 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 

 For the quarterly period ended March 31, 2026 

 

or

 

 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 

For the transition period from                to                

 
 Commission File Number: 001-42135 
 
 LIONHEART HOLDINGS 
(Exact name of registrant as specified in its charter)
 

 Cayman Islands 98-1778167 

(State or other jurisdiction of

incorporation or organization)
 
(I.R.S. Employer

Identification No.)

 

 200 W Cypress Creek Road, Suite 500, 
 Fort Lauderdale, Florida 33309 

(Address of principal executive offices)
 
(Zip Code)

 
 (305) 573-3900 
(Registrant’s telephone number, including
area code)
 
Not Applicable
(Former name, former address and former fiscal
year, 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 CUBWU The Nasdaq Stock Market LLC 

 
 
 
 
 

 Class A Ordinary Shares, par value $0.0001 per share CUB The Nasdaq Stock Market LLC 

 
 
 
 
 

 Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 CUBWW The Nasdaq Stock Market LLC 

 
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ 
 
 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ 
 
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 

Large accelerated filer ☐
Accelerated filer ☐ 

 Non-accelerated filer ☒ Smaller reporting company ☒  

  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. ☐ 
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐ 
 
 As of May 14, 2026, there were 23,000,000 Class A Ordinary Shares, par value $0.0001 per share, and 7,666,667 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding. 
 

 

 

 

 
LIONHEART HOLDINGS
 
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH
31, 2026
 
TABLE OF CONTENTS
 

 
 
Page

PART I – FINANCIAL INFORMATION
1

 
 
 

Item 1.
Financial Statements.
1

 
 
 

 
Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025
1

 
 
 

 
Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)
2

 
 
 

 
Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026 and 2025 (Unaudited)
3

 
 
 

 
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)
4

 
 
 

 
Notes to Condensed Financial Statements (Unaudited)
5

 
 
 

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
18

 
 
 

Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
23

 
 
 

Item 4.
Controls and Procedures.
23

 
 
 

PART II – OTHER INFORMATION
24

 
 
 

Item 1.
Legal Proceedings.
24

 
 
 

Item 1A.
Risk Factors.
24

 
 
 

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
24

 
 
 

Item 3.
Defaults Upon Senior Securities.
24

 
 
 

Item 4.
Mine Safety Disclosures.
24

 
 
 

Item 5.
Other Information.
24

 
 
 

Item 6.
Exhibits.
25

 
 
 

SIGNATURES
26

 

i

 

 
Unless otherwise stated in this Report
(as defined below), or the context otherwise requires, references to:
 

●
“2025 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC (as defined below) on March 25, 2026;

 

●“2024 Annual Report” are to our Annual
Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC (as defined below) on March 21, 2025;
 

 
●
“Administrative Services Agreement” are to the Administrative Services Agreement, dated June 17, 2024, which we entered into with an affiliate of our Sponsor (as defined below);

 

 
●
“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently in effect;

 

 
●
“ASC” are to the FASB (as defined below) Accounting Standards Codification;

  

 
●
“ASU” are to the FASB Accounting Standards Update;

  

 
●
“ASU 2024-03” are to FASB ASU Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”;

 

 
●
“Board of Directors” or “Board” are to our board of directors;

 

 
●
“Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

 

 
●
“Cantor” are to Cantor Fitzgerald & Co., the representative of the Underwriters (as defined below);

 

 
●
“Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together;

 

 
●
“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;

 

 
●
“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;

 

 
●
“CODM” are to the chief operating decision maker;

 

 
●
“Combination Period” are to the (i) 24-month period, from the closing of the Initial Public Offering (as defined below) to June 20, 2026 (or such earlier date as determined by the Board), that we have to consummate an initial Business Combination, or (ii) such other period in which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules;

 

 
●
“Company,” “our,” “we,” or “us” are to Lionheart Holdings, a Cayman Islands exempted company;

 

ii

 

 

 
●
“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account (as defined below) and warrant agent of our Warrants (as defined below);

 

 
●
“Deferred Fee” are to the additional $9,800,000 fee to which the Underwriters (as defined below) are entitled that is payable only upon our completion of the initial Business Combination and shall not be paid from the accrued interest in the Trust Account;

 

 
●
“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

 

 
●
“FASB” are to the Financial Accounting Standards Board;

 

 
●
“Founder Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below);

 

 
●
“GAAP” are to the accounting principles generally accepted in the United States of America;

 

 
●
“Initial Public Offering” or “IPO” are to the initial public offering that we consummated on June 20, 2024;

 

 
●
“Investment Company Act” are to the Investment Company Act of 1940, as amended;

 

 
●
“IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on March 8, 2024;

 

 
●
“IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on May 28, 2024, as amended, and declared effective on June 17, 2024 (File No. 333-279751 );

 

 
●
“Lionheart Capital” are to Lionheart Capital LLC, a Miami-based investment firm and an affiliate of our Sponsor;

 

 
●
“Letter Agreement” are to the Letter Agreement, dated June 17, 2024, which we entered into with our Sponsor and our directors and officers;

  

 
●
“Management” or our “Management Team” are to our executive officers and non-independent directors;

 

 
●
“Nasdaq” are to The Nasdaq Stock Market LLC;

 

 
●
“Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement;

 

 
●
“Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report;

  

 
●
“Option Units” are to the 3,000,000 Units (as defined below) that were purchased by the Underwriters pursuant to the full exercise of the Over-Allotment Option (as defined below);

 

 
●
“Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together;

 

 
●
“Over-Allotment Option” are to the 45-day option that the Underwriters had to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any, which was fully exercised pursuant to the Underwriting Agreement (as defined below), which was fully exercised;

  

iii

 

 

 
●
“Private Placement” are to the private placement of Private Placement Warrants (as defined below) that occurred simultaneously with the closing of our Initial Public Offering pursuant to the Private Placement Warrants Purchase Agreements;

 

 
●
“Private Placement Warrants” are to the warrants issued to our Sponsor and Cantor in the Private Placement;

 

 
●
“Private Placement Warrants Purchase Agreements” are to the (i) Private Placement Warrants Purchase Agreement, dated June 17, 2024, which we entered into with our Sponsor and (ii) the Private Placement Warrants Purchase Agreement, dated June 17, 2024, which we entered into with Cantor, together;

  

 
●
“Public Shareholders” are to the holders of our Public Shares, including our Sponsor and our Management Team to the extent the members of our Sponsor and our Management Team purchase Public Shares, provided that each member of our Sponsor’s and Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares;

 

 
●
“Public Shares” are to the Class A Ordinary Shares sold as part of the Units in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market);

 

 
●
“Public Warrants” are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market);

 

 
●
“Registration Rights Agreement” are to the Registration Rights Agreement, dated June 17, 2024, which we entered into with the Sponsor and the other holders party thereto;

 

 
●
“Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026;

 

 
●
“SEC” are to the U.S. Securities and Exchange Commission;

 

 
●
“Securities Act” are to the Securities Act of 1933, as amended;

 

 
●
“SPAC” are to a special purpose acquisition company;

 

 
●
“Sponsor” are to Lionheart Sponsor, LLC, a Florida limited liability company;

 

 
●
“Trust Account” are to the U.S.-based trust account in which an amount of $230,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement was placed following the closing of the Initial Public Offering;

 

 
●
“Underwriters” are to the several underwriters of the Initial Public Offering;

 

 
●
“Underwriting Agreement” are to the Underwriting Agreement, dated June 17, 2024, which we entered into with Cantor, as representative of the Underwriters;

 

 
●
“Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-half of one Public Warrant;

 

 
●
“Warrants” are to the Private Placement Warrants and the Public Warrants, together;

  

 
●
“Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us.

 

iv

 

 
PART I – FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
LIONHEART HOLDINGS

CONDENSED BALANCE SHEETS
 

  
March
31,

2026
  
December 31, 2025 

  
(Unaudited)  
  

Assets: 
   
  

Current assets 
   
  

 Cash $117,675  $230,540  

 Prepaid expenses  4,563   5,000  

 Prepaid insurance  32,813   65,625  

 Total current assets  155,051   301,165  

 Cash and marketable securities held in Trust Account  248,336,123   246,161,982  

 Total Assets $248,491,174  $246,463,147  

  
    
   

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: 
    
   

Current liabilities 
    
   

 Accrued expenses $127,780  $59,093  

 Total current liabilities  127,780   59,093  

 Deferred legal fees  275,000   250,000  

 Deferred fee payable  9,800,000   9,800,000  

 Total Liabilities  10,202,780   10,109,093  

  
    
   

 Commitments and Contingencies (Note 6)         

 Class A Ordinary Shares subject to possible redemption, 23,000,000 shares at redemption value of $10.79 and $10.70 per share as of March 31, 2026 and December 31, 2025, respectively.  248,336,123   246,161,982  

  
    
   

Shareholders’ Deficit 
    
   

 Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of March 31, 2026 and December 31, 2025  —   —  

 Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025  —   —  

 Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 7,666,667 shares issued and outstanding as of March 31, 2026 and December 31, 2025  767   767  

 Additional paid-in capital  —   —  

 Accumulated deficit  (10,048,496)  (9,808,695) 

 Total Shareholders’ Deficit  (10,047,729)  (9,807,928) 

 Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $248,491,174  $246,463,147  

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

1

 

 
LIONHEART HOLDINGS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
 

  
For the
 Three Months Ended
 March 31,
  
For the
 Three Months Ended
 March 31,
 

  
2026  
2025 

 Operating and formation costs $239,801  $248,561  

 Loss from operations  (239,801)  (248,561) 

  
    
   

Other income: 
    
   

 Interest earned on cash and marketable securities held in Trust Account  2,174,141   2,447,259  

 Total other income  2,174,141   2,447,259  

  
    
   

 Net income $1,934,340  $2,198,698  

  
    
   

 Weighted average shares outstanding of Class A Ordinary Shares  23,000,000   23,000,000  

  
    
   

 Basic and diluted net income per Ordinary Share, Class A Ordinary Shares $0.06  $0.07  

  
    
   

 Weighted average shares outstanding of Class B Ordinary Shares  7,666,667   7,666,667  

  
    
   

 Basic and diluted net income per Ordinary Share, Class B Ordinary Shares $0.06  $0.07  

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

2

 

 
LIONHEART HOLDINGS

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN
SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026
 

  
Class
A

Ordinary Shares
  
Class
B

Ordinary Shares
  
Additional

Paid-in
  
Accumulated  
Total

Shareholders’
 

  
Shares  
Amount  
Shares  
Amount  
Capital  
Deficit  
Deficit 

 Balance – December 31, 2025  —  $—   7,666,667  $767  $—  $(9,808,695) $(9,807,928) 

  
    
    
    
    
    
    
   

 Accretion of Class A Ordinary Share subject to redemption to redemption amount  —   —   —   —   —   (2,174,141)  (2,174,141) 

  
    
    
    
    
    
    
   

 Net income  —   —   —   —   —   1,934,340   1,934,340  

  
    
    
    
    
    
    
   

 Balance – March 31, 2026  —  $—   7,666,667  $767  $—  $(10,048,496) $(10,047,729) 

 
FOR THE THREE MONTHS ENDED MARCH 31, 2025 
 

  
Class A
 Ordinary Shares  
Class B
 Ordinary Shares  
Additional
 Paid-in  
Accumulated  
Total
 Shareholders’ 

  
Shares  
Amount  
Shares  
Amount  
Capital  
Deficit  
Deficit 

 Balance – December 31, 2024  —  $—   7,666,667  $767  $—  $(8,934,091) $(8,933,324) 

  
    
    
    
    
    
    
   

 Accretion of Class A Ordinary Shares subject to redemption to redemption amount  —   —   —   —   —   (2,447,259)  (2,447,259) 

  
    
    
    
    
    
    
   

 Net income  —   —   —   —   —   2,198,698   2,198,698  

  
    
    
    
    
    
    
   

 Balance – March 31, 2025  —  $—   7,666,667  $767  $—  $(9,182,652) $(9,181,885) 

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

3

 

 
LIONHEART HOLDINGS

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
 

  
For the
 Three Months Ended
 March 31,
  
For the
 Three Months Ended
 March 31,
 

  
2026  
2025 

Cash Flows from Operating Activities: 
   
  

 Net income $1,934,340  $2,198,698  

Adjustments to reconcile net income to net cash used in operating activities: 
    
   

 Interest earned on cash and marketable securities held in Trust Account  (2,174,141)  (2,447,259) 

Changes in operating assets and liabilities: 
    
   

 Prepaid expenses  437   (58,429) 

 Prepaid insurance  32,812   —  

 Long-term prepaid insurance  —   6,562  

 Deferred legal fee payable  25,000   50,000  

 Accrued expenses  68,687   57,089  

 Net cash used in operating activities  (112,865)  (193,339) 

  
    
   

 Net Change in Cash  (112,865)  (193,339) 

 Cash – Beginning of period  230,540   891,017  

 Cash – End of period $117,675  $697,678  

  
    
   

Non-Cash investing and financing activities: 
    
   

 Offering costs included in accrued offering costs $—  $75,000  

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

4

 

 
LIONHEART HOLDINGS
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026
 

 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
 
Lionheart Holdings (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on February 21, 2024. 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 is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early-stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies. As of March 31, 2026, the Company had not entered into a definitive agreement with any specific Business Combination target.
 
The Company’s sponsor is Lionheart Sponsor, LLC (the “Sponsor”).
 
As of March 31, 2026, the Company had not commenced any operations. All activities for the period from February 21, 2024 (inception) through March 31, 2026 related to the Company’s formation, the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying and evaluating prospective acquisition candidates and activities in connection with the Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
 
 The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 28, 2024, as amended (File No. 333-279751), was declared effective on June 17, 2024 (the “IPO Registration Statement”). On June 20, 2024, the Company consummated the initial public offering of 23,000,000 units (the “Units”), which included the full exercise of the Over-Allotment Option (as defined in Note 6) in the amount of 3,000,000 units of the Company (“Option Units”), at $10.00 per Unit, which is discussed in Note 3 (the “Initial Public Offering”). Each Unit consists of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Units, the “Public Shares”) and one-half of one redeemable warrant of the Company (each, a “Public Warrant”). 
 
 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 6,000,000 warrants (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), the representative of the several underwriters of the Initial Public Offering (the “Underwriters”), at a price of $1.00 per Private Placement Warrant, or $6,000,000 in the aggregate, in a private placement that closed simultaneously with the Initial Public Offering (the “Private Placement”). Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants. Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share. 
 
 Transaction costs amounted to $14,462,875 consisting of $4,000,000 of cash underwriting fees, the Deferred Fee of up to $9,800,000, and $662,875 of other offering costs. 
 
The Company’s management (“Management”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less the Deferred Fee (as defined in Note 6) and taxes payable, if any).
 
 The 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 the Deferred Fee and taxes payable on the income earned on the Trust Account, if any) 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. 
 
 Upon the closing of the Initial Public Offering, Management placed an aggregate of $10.00 per Unit sold in the Initial Public Offering in a trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company (“Continental”), acting as trustee. The funds in the Trust Account were invested in U.S. Department of the Treasury (“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, that invest only in direct 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 Management’s ongoing assessment of all factors related to the 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. 
 

5

 

 
 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 Private Placement will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination by June 20, 2026, or by such earlier liquidation date as the Company’s board of directors may approve unless further extended by shareholder approval (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”) to modify (1) the substance or timing of the Company’s obligation to allow redemptions 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 Combination Period or (2) 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 holders of the Public Shares (the “Public Shareholders”). 
 
 The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the 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 Public 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, if any), divided by the number of then outstanding Public Shares, subject to certain limitations. The amount in the Trust Account was $10.79 per Public Share as of March 31, 2026 (before taxes payable, if any). 
 
The Ordinary Shares (as defined in Note 5) subject to redemption were recorded at a 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.” In such case, if the Company seeks shareholder approval, a majority of the issued and outstanding Ordinary Shares voted will be voted in favor of the Business Combination.
 
 The Company only has the duration of the Combination Period to complete the initial Business Combination. However, if the Company is unable to complete the Business Combination within the Combination Period, 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 (less taxes payable, if any, and less 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 the Letter Agreement, dated June 17, 2024, with the Company (the “Letter Agreement”), pursuant to which they have agreed to (i) waive their redemption rights with respect to the Founder Shares (as defined in Note 5) and Public Shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated Articles; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, 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 the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would not be voted in favor of approving the Business Combination).
 
 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 Public Share due to reductions in the value of the Trust Account assets, less taxes payable, if any, 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 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 its shareholders that the Sponsor would be able to satisfy those obligations. 
 

6

 

 
Liquidity, Capital Resources and Going Concern
 
 As of March 31, 2026 and December 31, 2025, the Company had $117,675 and $230,540 of cash, respectively, and working capital of $27,271 and $242,072, respectively. The Company uses the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. 
 
 In order to finance transaction costs in connection with a 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 a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. These warrants would be identical to the Private Placement Warrants. As of March 31, 2026 and December 31, 2025, no such Working Capital Loans were outstanding, respectively. 
 
In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until June 20, 2026, to consummate a Business Combination, unless the Company seeks shareholder approval to amend the Amended and Restated Articles to extend the date by which it must consummate our initial Business Combination. It is uncertain whether the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to consummate a Business Combination prior to June 20, 2026. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 20, 2026.
 
The Company will need to raise additional capital through loans or additional investments from the Sponsor or its officers, directors or their affiliates. The Sponsor and the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
  

 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
 
The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
 
The accompanying unaudited condensed financial statements should be read in conjunction with the (i) IPO Registration Statement and (ii) Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 25, 2026. The interim results for the three months ended March 31, 2026 and 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2026, or for any future periods.
 

7

 

 
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2022, as amended, 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 accompanying unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 accompanying unaudited condensed financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods.
 
Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ 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 has $117,675 and $230,540 in cash at March 31, 2026 and December 31, 2025, respectively, and does not have any cash equivalents as of March 31, 2026 and December 31, 2025. 
 
Marketable Securities Held in Trust Account
 
 The Company’s portfolio of investments is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the