Iron Dome Acquisition I Corp. 提交10-Q季度報告 披露IPO後信託資金達1.58億美元

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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 quarter ended March 31, 2026 
 
 ☐ 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: 001-43168 
 
 Iron Dome Acquisition I Corp. 
(Exact Name of Registrant as Specified in Its
Charter)
 

 Cayman Islands
 N/A 

(State or other jurisdiction
 of 

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

 Identification No.)

 

 244 Fifth Avenue, Suite #1814
 New York, New York 10001
 10001 

(Address of principal executive
 offices)
 
(Zip Code)

 
 (410) 671-5481 
(Issuer’s telephone number)
 
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, $0.0001 par value, and one-half of one redeemable warrant IDACU The Nasdaq Stock Market LLC 

 Class A ordinary shares included as part of the units IDAC The Nasdaq Stock Market LLC 

 Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 IDACW 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 June 26, 2026, there were 15,900,000 Class A ordinary shares, $0.0001 par value and 5,816,667 Class B ordinary shares, $0.0001 par value, issued and outstanding. 
 

 

 

 

 

 
Iron
Dome Acquisition I Corp.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026
 
TABLE OF CONTENTS
 

 
Page

Part
 I. Financial Information
1

Item
 1. Interim Financial Statements
1

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

Unaudited
 Condensed Statement of Operations for the three months ended March 31, 2026
2

Unaudited
 Statement of Changes in Shareholders’ Equity for the three months ended March 31, 2026
3

Unaudited
 Condensed Statement of Cash Flows for the three months ended March 31, 2026
4

Notes
 to Unaudited Condensed Financial Statements
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
20

Item
 4. Controls and Procedures
20

Part
 II. Other Information
22

Item
 1. Legal Proceedings
22

Item
 1A. Risk Factors
22

Item
 2. Unregistered Sales of Equity Securities and Use of Proceeds
22

Item
 3. Defaults Upon Senior Securities
22

Item
 4. Mine Safety Disclosures
22

Item
 5. Other Information
22

Item
 6. Exhibits
22

Signatures
23

 
i

 

 
PART I - FINANCIAL INFORMATION
 

Item 1.
Interim Financial Statements.

 

IRON DOME ACQUISITION I
CORP.

CONDENSED BALANCE SHEETS
 

  
March 31, 
 2026 (unaudited)  
December 31, 
 2025 

ASSETS 
   
  

Current Assets: 
   
  

 Prepaid expenses $—  $—  

 Total Current Assets  —   —  

 Deferred offering costs  1,099,219   695,255  

 Total Assets $1,099,219  $695,255  

  
    
   

LIABILITIES AND SHAREHOLDER’S
 EQUITY 
    
   

Current Liabilities: 
    
   

 Accrued offering costs $561,962  $253,425  

 Related party payable  136,585   86,158  

 Total Current Liabilities  698,547   339,583  

  
    
   

Commitments and contingencies (Note 6) 
    
   

 Shareholder’s Equity:         

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

 Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, none issued and outstanding  —   —  

 Class B ordinary shares, $0.0001 par value, 15,000,000 shares authorized, 5,816,667 shares issued and outstanding(1)(2)  582   582  

 Additional paid-in capital  444,418   399,418  

 Accumulated deficit  (44,328)  (44,328) 

 Total Shareholder’s Equity  400,672   355,672  

 Total Liabilities and Shareholder’s Equity $1,099,219  $695,255  

 
 

 (1) Includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 6). On May 19, 2026, the underwriter partially exercised the over-allotment option for 700,000 units. 
 (2) Shares and associated accounts have been retroactively restated to reflect the surrender for no consideration of 1,916,666 Class B ordinary shares by the Sponsor on May 7, 2026. 
  
The accompanying notes are an integral part of
these unaudited condensed financial statements.
 

1

 

 

IRON DOME ACQUISITION I
CORP.

UNAUDITED CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
 

 Formation and operating expenses $-  

 TOTAL EXPENSES  -  

 Net loss $-  

 Weighted average shares outstanding basic and diluted(1)(2)  5,066,667  

 Basic and diluted net loss per ordinary share $(0.00) 

 
 

 (1) Excludes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 6). On May 19, 2026, the underwriter partially exercised the over-allotment option for 700,000 units. 
 (2) Shares and associated accounts have been retroactively restated to reflect the surrender for no consideration of 1,916,666 Class B ordinary shares by the Sponsor on May 7, 2026. 
  
The accompanying notes are an integral part of
these unaudited condensed financial statements.
 
2

 

 

IRON DOME ACQUISITION I
CORP.

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY 
FOR THE THREE MONTHS ENDED MARCH 31, 2026
 

  
Class B 
 Ordinary Shares  
Additional 
 Paid-In  
Accumulated  
Shareholder’s 
 

  
Shares  
Amount  
Capital  
Deficit  
Equity 

 Balance, December 31, 2025  5,816,667  $582  $399,418  $(44,328) $355,672  

 Services provided by shareholder of the Sponsor  -   -   45,000   -   45,000  

 Balance, March 31, 2026  5,816,667  $582  $444,418  $(44,328) $400,672  

 
 

 (1) Includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 6). On May 19, 2026, the underwriter partially exercised the over-allotment option for 700,000 units. 
 (2) Shares and associated accounts have been retroactively restated to reflect the surrender for no consideration of 1,916,666 Class B ordinary shares by the Sponsor on May 7, 2026. 
  
The accompanying notes are an integral part of
these unaudited condensed financial statements.
 
3

 

 

IRON DOME ACQUISITION I
CORP.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS 
FOR THE THREE MONTHS ENDED MARCH 31, 2026
 

Cash Provided By Financing Activities
 
 
 

 Payment of offering costs $(50,427) 

 Advance from related party  50,427  

 Net Cash Provided by Financing Activities  -  

 
 
 
 
 

 Net change in cash  -  

 Cash at beginning of period  -  

 Cash at end of period $-   

Supplemental
 Schedule of Non-Cash Financing Activities:
 
 
 
 

 Services provided by related party included in deferred offering costs and Additional Paid-In Capital $45,000   

 Deferred offering costs included in accrued offering costs $308,537   

 
The accompanying notes are an integral part of
these unaudited condensed financial statements.
 
4

 

 
IRON DOME ACQUISITION I
CORP.

Notes to UNAUDITED Condensed Financial Statements
MARCH
31, 2026
 

 NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN
 
Iron Dome Acquisition I Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 5, 2025. The Company was incorporated for the purpose of effecting a merger, 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, however, it intends to focus its search on high potential businesses based in the United States. 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 commenced any operations. All activity for the period from September 5, 2025 (inception) through March 31, 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 an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
 
 On May 18, 2026, the Company consummated its Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the Class A ordinary shares (as defined below) included in the Units offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds to the Company of $150,000,000 (the “Public Proceeds”). 
 
 Simultaneously with the closing of the Initial Public Offering, the Company completed a private sale of 2,750,000 warrants (“Private Placement Warrants”) at $1.00 per Private Placement Warrant, to Iron Dome Acquisition I Parent LLC (the “Sponsor”) for an aggregate purchase price of $2,750,000. 
 
 Transaction costs amounted to $12,633,304, consisting of a $250,000 cash underwriting fee, $9,000,000 in deferred underwriting fees (including a 4,500,000 variable deferred underwriting fee and a $4,500,000 fixed advisory fee), $2,000,000 fair value of IPO Advisors’ 200,000 shares, and $1,383,304 of other offering costs. 
 
 On May 19, 2026, the underwriter partially exercised the over-allotment option for 700,000 units. The closing of the issuance and sale of additional units occurred on May 20, 2026, at a price of $10 per unit and generated total gross proceeds of $7,000,000. On May 20, 2026, an additional $7,035,000 consisting of the proceeds from the sale of the additional units and a portion of the proceeds from the private placement was placed in the Trust Account, resulting in a total of $157,785,000 held in the Trust Account. 
 
 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 the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions, if any, and Permitted Withdrawals on the interest income earned on the funds held in the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business 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, the Company deposited $10.05 per Unit sold in the Initial Public Offering, including a portion of the proceeds of the sale of the Private Placement Warrants, into a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. 
 

5

 

 
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (cont.)
 
 The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.05 per Public Share, plus any pro rata interest then in the Trust Account), net of taxes payable for the Company’s franchise and income taxes (“Permitted Withdrawals”). There will be no redemption rights upon the completion of a Business Combination with respect to the Private Placement Warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 
 
 If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires a resolution be passed by a majority of the holders of the Class A ordinary shares, par value $0.0001 (the “Class A ordinary shares”) and the Class B ordinary shares, par value $0.0001 (the “Class B ordinary shares,” and together with the Class A ordinary shares, the “ordinary shares”) as, being entitled to do so, vote in person or by proxy at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Articles”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination and waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed Business Combination. 
 
 Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. 
 
 The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholder’s rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment. 
 
 If the Company has not completed a Business Combination within 18 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding 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 and not previously released to pay the Permitted Withdrawals, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. 
 

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NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (cont.)
 
 The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). 
 
 In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 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 $10.05 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and we believe 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. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Company’s initial Business Combination and redemptions could be reduced to less than $10.05 per Public Share. In such event, the Company may not be able to complete its initial Business Combination, and the Public Shareholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. 
 
Going Concern Considerations
 
 As of March 31, 2026, the Company had cash of $0, working capital deficit of $698,547, and deferred offering costs of $1,099,219. 
 
Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, 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 provide the Company Working Capital Loans (as defined in Note 5).
 
Based on the foregoing, management believes that the Company will have sufficient capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the issuance date of these unaudited condensed financial statements. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
 

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NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (cont.)
 
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. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
  

 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
 
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US 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 unaudited condensed financial statements prepared in accordance with US 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 interim results for the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026, or for any future periods.
 
The information included in this Form 10-Q should be read in conjunction with information included in the Company’s Form 8-K filed with the SEC on May 22, 2026.
 
Emerging Growth Company
 
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 2002, 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.
 

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NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
 
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
 
Use of Estimates
 
The preparation of unaudited condensed 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period.
 
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 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 did not have any cash equivalents as of March 31, 2026 and December 31, 2025. 
 
Deferred Offering Costs
 
The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering” and Topic 5T — “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).”
 
 Deferred offering costs consist of costs incurred in connection with preparation for the Initial Public Offering, which include professional and registration fees incurred. Deferred offering costs, together with the underwriting discounts and commissions, will be allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. As of March 31, 2026 and December 31, 2025, the Company had deferred offering costs of $1,099,219 and $695,255, respectively. 
 

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NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
 
Income Taxes
 
 The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026 and December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 
 
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
 
Net Income (Loss) per Ordinary Share
 
 Net Income (Loss) per share is computed by dividing net Income (Loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 750,000 Class B ordinary shares held by the Sponsor that are subject to forfeiture depending on the extent to which the over-allotment option is exercised by the underwriter (see Note 6). At March 31, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted Income (Loss) per share is the same as basic Income (Loss) per share for the period presented. 
 
Fair Value of Financial Instruments
 
 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the unaudited condensed balance sheets, primarily due to their short-term nature. As of March 31, 2026 and December 31, 2025, there were no assets or liabilities that qualify as financial instruments. 
 
Fair Value Measurements
 
Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. 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. 
 
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
 

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NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
 
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 unaudited condensed 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 unaudited condensed 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 unaudited condensed balance sheet date.
 
Warrant Instruments
 
The Company accounts for the Public Warrants issued in connection with the Initial Public Offering and the Private Placement Warrants in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging.” Under ASC 815-40, the Public Warrants (as defined below) and the Private Placement Warrants meet the criteria for equity treatment and as such will be recorded in shareholder’s equity. If the Public Warrants and Private Placement Warrants no longer meet the criteria for equity treatment, they will be recorded as a liability and remeasured each period with changes recorded in the unaudited condensed statement of operations.
 
Related Parties
 
Parties, which can be a corporation or individual, are considered to be related if either the Company or the other party have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or significant influence.
 
Recent Accounting Standards
 
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
  

 NOTE 3 — INITIAL PUBLIC OFFERING
 
 Pursuant to the Initial Public Offering, the Company sold 15,700,000 Units (including 700,000 Units from the underwriter’s partial exercise of the over-allotment option) at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per full share, subject to adjustment (see Note 7). 
  

 NOTE 4 — PRIVATE PLACEMENT
 
 Simultaneously with the closing of the Initial Public Offering, the Company in a private placement sold 2,750,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant (the “Private Placement”). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the sale of the Private Placement Warrants was 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 salable until 30 days after the completion of an initial Business Combination, subject to certain exceptions. 
  

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 NOTE 5 — RELATED PARTIES
 
Founder Shares
 
 On September 26, 2025, the Sponsor received 7,666,667 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for a