Yorkville International Capital Corp. 完成2.3億美元IPO上市，提交經審計資產負債表

EX-99.1
2
tm2618436d1_ex99-1.htm
EXHIBIT 99.1

 

Exhibit 99.1

 

YORKVILLE INTERNATIONAL CAPITAL CORP.
INDEX TO FINANCIAL STATEMENT

 

 
  
  
 Page

 
 Financial
 Statement of Yorkville International Capital Corp.:
  
  

 
 Report
 of Independent Registered Public Accounting Firm (PCAOB ID: 100)
  
 F-2

 
 Balance
 Sheet as of June 17, 2026
  
 F-3

 
 Notes
 to Financial Statement
  
 F-4

 
 

 F-1

  

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 

To the Shareholders and Board of Directors of

Yorkville International Capital Corp.

 

Opinion on the Financial Statement

 

We have audited the accompanying balance sheet of Yorkville International
Capital Corp. (the “Company”) as of June 17, 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 June 17, 2026, in conformity with accounting principles generally accepted in the United States of America.

 

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) (the "PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 

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

 

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

 

We have served as the Company’s auditor since 2026.

 

/s/ Withum Smith+Brown, PC

 

New York, New York

June 24, 2026

 

 F-2

  

 

 

YORKVILLE INTERNATIONAL CAPITAL CORP.
BALANCE SHEET
JUNE 17, 2026

 

 
 Assets: 
    

 
 Current assets 
    

 
 Cash 
 $1,408,398 

 
 Prepaid expenses 
  50,000 

 
 Total current assets 
  1,458,398 

 
 Cash held in Trust Account 
  230,000,000 

 
 Total Assets 
 $231,458,398 

 
   
    

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

 
 Current liabilities 
    

 
 Accounts payable 
 $59,596 

 
 Accrued offering costs 
  292,319 

 
 Total current liabilities 
  351,915 

 
 Deferred underwriting commissions 
  9,200,000 

 
 Total Liabilities 
  9,551,915 

 
   
    

 
 Commitments and Contingencies (Note 7) 
    

 
 Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares issued and outstanding at redemption value of $10.00 per share 
  230,000,000 

 
   
    

 
 Shareholders’ Deficit 
    

 
 Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding 
  — 

 
 Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (excluding 23,000,000 shares subject to possible redemption) 
  — 

 
 Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 15,333,333 shares issued and outstanding 
  1,533 

 
 Additional paid-in capital 
  — 

 
 Accumulated deficit 
  (8,095,050)

 
 Total Shareholders’ Deficit 
  (8,093,517)

 
 Total Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit 
 $231,458,398 

 

 

The accompanying notes are an integral part of
this financial statement.

 

 F-3

  

 

 

YORKVILLE INTERNATIONAL CAPITAL CORP.
NOTES TO FINANCIAL STATEMENT
JUNE 17, 2026

 

Note 1 — Organization, Business
Operations and Going Concern

 

Yorkville International Capital Corp. (the “Company”)
is a special purpose acquisition company incorporated as a Cayman Islands exempted company on March 31, 2026. The Company was incorporated
for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses (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 June 17, 2026, the Company had
not yet commenced operations. All activity for the period from March 31, 2026 (inception) through June 17, 2026 relates to
the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The
Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.
The Company will generate 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 for the
Company’s Initial Public Offering was declared effective on June 15, 2026. On June 17, 2026, the Company consummated
the Initial Public Offering of 23,000,000 units at $10.00 per unit (the “Public Units”), inclusive of 3,000,000 Public
Units purchased by the underwriters as a result of the full exercise of the underwriters’ over-allotment option, generating
proceeds of $230,000,000 (Note 3). Each Public Unit consists of one Class A ordinary share (each, a “Public Share”)
and one-third of one redeemable warrant (each, a “Public Warrant”).

 

Simultaneously with the consummation of the Initial
Public Offering, the Company consummated the sale of an aggregate of 6,300,000 warrants to Yorkville International Capital Sponsor, LLC
(the “Sponsor”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”),
the representative of the underwriters, at a price of $1.00 per private placement warrant (the “Private Placement Warrants”),
generating proceeds of $6,300,000 (together the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”).
Of those 6,300,000 Private Placement Warrants, the Sponsor purchased 4,000,000 and the underwriters purchased 2,300,000 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 $14,326,960, consisting
of $4,600,000 cash underwriting fee, $9,200,000 of deferred underwriting fee, and $526,960 of other offering costs.

 

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 deferred underwriting discounts held and income 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.

 

Upon the closing of the Initial Public Offering,
an aggregate of $10.00 per Public Unit sold in the Initial Public Offering, or $230,000,000, was deposited into the Trust Account (the
 “Trust Account”) and 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 24 months from the closing of the Initial Public Offering or by
such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to
applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder
vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing
of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s
Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect
to any other material provisions relating to shareholder’s 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.

 

 F-4

  

 

 

The Company will provide the Company’s
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 an 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 (other than excise or similar taxes)), 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 Public
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.”

 

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 (less taxes payable (other than excise or similar taxes) and
up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will
constitute full and complete payment for the Public Shares and completely extinguish public shareholder’s 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. In addition, the Company is permitted to withdraw up to $400,000 per annum from the trust account to fund its
working capital requirements; provided, however, that such permitted withdrawals may only be made from interest and not from the principal
held in the Trust Account.

 

The Sponsor, officers and directors have entered
into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to
their founder shares 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 Company’s
amended and restated memorandum and articles of association; (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 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 the initial Business Combination within the Completion Window 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, 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)
in favor of the initial Business Combination.

 

The Company’s 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 (other than excise or similar
taxes), 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 and Capital Resources

 

As of June 17, 2026, the Company has $1,408,398
of cash and working capital of $1,106,483. Further, the Company has incurred and expects to continue to incur significant costs in pursuit
of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance
with ASC 205-40, “Presentation of Financial Statements — Going Concern”, as of June 17, 2026, the Company has
sufficient liquidity to meet its working capital needs until a minimum of one year from the date of issuance of this financial statement.
The Company cannot assure that its plans to raise capital or consummate an initial Business Combination will be successful.

 

 F-5

  

 

 

Risks and Uncertainties

 

The United States and global markets are experiencing
volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation
of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”)
deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries
have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the
removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.
Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine
and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the
Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States,
the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns
that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly
unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets,
as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could
adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

 

Any of the above mentioned factors, or any other
negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,
the Israel-Hamas conflict and subsequent sanctions or related actions, and tariff on imports from foreign countries could adversely
affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate
an initial Business Combination.

 

Note 2 — Significant Accounting
Policies

 

Basis of Presentation

 

The accompanying financial statement is presented
in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to
the rules and regulations of the United States Securities and Exchange Commission (the “SEC”).

 

Emerging Growth Company

 

The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended, or 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 of 2002,
reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the
requirements of holding a non-binding 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies
but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means
that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an
emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This
may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.

 

 F-6

  

 

 

Use of Estimates

 

The preparation of financial statements in conformity
with GAAP requires the Company’s 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.

 

Making estimates requires management to exercise
significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,408,398 in cash and
no cash equivalents as of June 17, 2026.

 

Cash Held in Trust Account

 

As of June 17, 2026, the assets held in
the Trust Account, amounting to $230,000,000, were held in cash.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company
is not exposed to significant risks on such account.

 

Offering Costs

 

The Company complies with the requirements of
the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”)
Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration
fees that are directly 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 Public Shares were charged to temporary equity and offering costs allocated to the Public
and Private Placement Warrants were charged to shareholders’ deficit as Public 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 the Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) 820, “Fair Value Measurement,” approximates the carrying amounts represented in
the balance sheet, primarily due to their short-term nature, except for the warrants.

 

The Company applies ASC 820, which establishes
a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as
an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal
or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established
in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring
fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed
based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions
based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or
liability and are to be developed based on the best information available in the circumstances.

 

·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.

 

 F-7

  

 

 

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.

 

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.

 

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 June 17, 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 an exempted Cayman
Islands 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.

 

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 June 17, 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 June 17, 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 
 $230,000,000 

 
 Less: 
    

 
 Proceeds allocated to Public Warrants 
  (3,658,051)

 
 Offering costs allocated to Class A ordinary shares subject to possible redemption 
  (14,099,096)

 
 Plus: 
    

 
 Accretion of Public Shares subject to possible redemption 
  17,757,147 

 
 Class A ordinary shares subject to possible redemption at June 17, 2026 
 $230,000,000 

 

 

 F-8

  

 

 

Warrant Instruments

 

The Company accounts for the Public Warrants
and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the
guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated the classification
of the warrant instruments and accounted for the Warrants under equity treatment at their relative fair values. There are 7,666,666 Public
Warrants and 6,300,000 Private Placement Warrants outstanding as of June 17, 2026.

 

Share-Based Compensation

 

The Company accounts for share awards in accordance
with FASB ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their
“fair value.” Fair value is measured on the grant date and is equal to the underlying value of the share. Costs equal to these
fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period
of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting
a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative
adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously
recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.

 

Recent Accounting Standards

 

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 March 31, 2026,
the date of its incorporation.

 

In December 2023, the FASB issued ASU 2023-09, “Income
Taxes (Topic 740): Improvements to Income Tax Disclosure” (“ASU 2023-09”), which enhances the
transparency and usefulness of income tax disclosures. ASU 2023-09 will be effective for fiscal years beginning after December 15,
2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company
adopted ASU 2023-09 on March 31, 2026, the date of its incorporation. Adoption of the ASU did not impact the Company’s
financial position, results of operations or cash flows.

 

Note 3 — Initial Public Offering

 

Pursuant to the Initial Public Offering on June 17,
2026, the Company sold 23,000,000 Public Units at $10.00 per unit, inclusive 3,000,000 Public Units purchased by the underwriters as
a result of the full exercise of the underwriters’ over-allotment option, generating proceeds of $230,000,000.

 

Each Public Unit consists of one Class A
ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole warrant will entitle the holder to
purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable
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.

 

 F-9

  

 

 

Note 4 — Private Placement

 

Simultaneously with the closing of the Initial
Public Offering, the Sponsor and CCM, the representative of the underwriters, purchased an aggregate of 6,300,000 Private Placement
Warrants at a price of $1.00 per Private Placement Warrant, for $6,300,000 in the aggregate. Each Private Placement Warrant is exercisable
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Of those 6,300,000 Private Placement
Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and CCM has purchased 2,300,000 Private Placement Warrants.

 

The proceeds from the sale of the Private Placement
Warrants will be added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete
a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust
Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement
Warrants will expire worthless. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of
the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of an Initial
Business Combination, subject to certain exceptions.

 

The Private Placement Warrants are identical
to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, CCM, 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 CCM and/or its designees, will not be exercisable more than five years from the commencement of sales
in this offering in accordance with FINRA Rule 5110(g)(8).

 

The Sponsor and the Company’s officers
and directors entered into a letter agreement with the Company, pursuant to which they agree to (i) waive their redemption rights
with respect to their founder shares and any public shares held by them in connection with the completion of the initial Business Combination
or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the
Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption
rights with respect to their founder shares and any public shares held by them in connection with a shareholder vote to approve an amendment
to the Company’s 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 if the Company fails to complete the 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 the initial Business Combination within the Completion Window
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 Proposed Public Offering (including in open market and privately-negotiated transactions) in favor
of the initial Business Combination.

 

Note 5 — Segment Information

 

ASC Topic 280, “Segment Reporting”, establishes
standards for companies to report, in their financial statements, information about operating segments, products, services, geographic
areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which
it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by
the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

 

The Company’s CODM has been identified
as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources
and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.

 

 F-10

  

 

 

The CODM assesses performance for the single
segment and decides how to allocate resources based on liquidity metrics reported on the balance sheet as total assets. When evaluating
the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics including
total assets, which include the following:

 

 
   
 June 17, 2026 

 
 Cash 
 $1,408,398 

 
 Cash Held in Trust Account 
 $230,000,000 

 

 

The CODM reviews cash held in Trust Account to
measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining
compliance with the Trust Agreement.

 

Note 6 — Related Party Transactions

 

Founder Shares

 

On April 2, 2026, the Company issued an
aggregate 15,333,333 Class B ordinary shares, $0.0001 par value (the “Founder Shares”), in exchange for a $25,000 payment
(approximately $0.002 per share) from the Sponsor to cover certain expenses on behalf of the Company.

 

In conjunction with the closing of the Initial
Public Offering, the Sponsor granted membership interests to each of three independent directors of the Company and the Chief Executive
Officer (“CEO”). The membership interests received in the Sponsor correspond to an aggregate of 450,000 Founder Shares, to
be distributed to the directors and CEO upon consummation of a Business Combination. Each Founder Share will automatically convert to
one Class A ordinary share concurrently with or immediately following the consummation of a Business Combination. The Sponsor will
retain all voting and dispositive power over all Founder Shares until the consummation of the Business Combination, after which the Sponsor
will distribute to each holder of the membership interests its share of the Founder Shares, subject to applicable lock-up restrictions.

 

The sale of the membership interests to the Company’s
directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718,
stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the
450,000 shares granted to the Company’s directors was $450,000 or $1.00 per share. The fair value of the Class B ordinary shares
was determined by applying a discount for lack of marketability (“DLOM”) to the underlying asset price, adjusted for downside
protection. The following table presents the quantitative information regarding market assumptions used in the valuation of the Class
B ordinary shares:

 

 
   
 June 17, 2026 

 
 Underlying asset price 
 $1.20 

 
 Exercise price 
 $1.20 

 
 Estimated volatility 
  35.00%

 
 Risk-free rate 
  4.13%

 
 Time to expiration 
  2.50 

 
 Indicated cost of put option (downside protection) 
  0.194 

 

 

The Founder Shares were granted subject to a
performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized
only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of
June 17, 2026, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation
expense has been recognized related to these 450,000 Founder Shares. Stock-based compensation would be recognized at the date a Business
Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares
multiplied by the grant date fair value per share (unless subsequently modified).

 

The founder shares are designated as Class B
ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units sold in
this offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder
shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to
registration rights; (iii) the Sponsor and the Company’s officers and directors entered into a letter agreement with us, pursuant
to which they agree to (A) waive their redemption rights with respect to their founder shares, private placement shares and any
public shares held by them in connection with the completion of the initial Business Combination, (B) waive their redemption rights
with respect to their founder shares, private placement shares and any public shares held by them in connection with a shareholder vote
to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing
of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of the public shares if we
have 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, (C) waive their rights to liquidating distributions
from the trust account with respect to their founder shares or private placement shares if we fail to complete the 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 the initial Business Combination within such time period and to liquidating
distributions from assets outside the trust account and (D) vote any founder shares and private placement shares held by them and
any public shares purchased during or after this 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, (iv) the founder shares are automatically
convertible into Class A ordinary shares in connection with the consummation of the initial Business Combination or earlier at the
option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Company amended and restated memorandum
and articles of association, and (v) prior to the closing of the initial Business Combination, only holders of the Class B
ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction outside
the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents,
in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

 

 F-11

  

 

 

The Sponsor has agreed not to transfer, assign
or sell any of its Founder Shares until the earlier to occur of (A) six months after the completion of the initial Business
Combination or (B) subsequent to the initial Business Combination (x) if the last reported sale 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 (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other
similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities
or other property.

 

Promissory Note — Related
Party

 

The Company and the Sponsor entered into a loan
agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public
Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note is non-interest bearing, unsecured and
due at the earlier of December 31, 2026 or the date on which the Company consummates the Initial Public Offering. As of June 17,
2026, the Company borrowed $191,602 under the Note. In connection with the consummation of the Initial Public Offering and private placement
on June 17, 2026, $191,602 of proceeds were used to repay the Note in full. Borrowings under the note are no long