GSR V Acquisition Corp. 首季淨虧損5.7萬美元，5月IPO集資2.3億美元

gsrvu-20260331
 
 
 
 
 
 
 00-0000000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 1
 Q1
 0002111762
 --12-31
 false
 
 
 
 
 http://fasb.org/srt/2026#ChiefExecutiveOfficerMember
 
 
 
 
 
 
 
 0002111762
 
 
 2026-01-01
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:SubsequentEventMember
 us-gaap:RelatedPartyMember
 
 
 
 2026-05-15
 
 
 
 
 0002111762
 
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-15
 
 
 
 
 0002111762
 
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-15
 2026-05-15
 
 
 
 
 0002111762
 
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-12
 2026-05-12
 
 
 
 
 0002111762
 
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-12
 
 
 
 
 0002111762
 
 us-gaap:SubsequentEventMember
 gsrvu:FounderShareMember
 
 
 
 2026-05-12
 2026-05-12
 
 
 
 
 0002111762
 
 us-gaap:PrivatePlacementMember
 
 
 
 2026-01-01
 2026-03-31
 
 
 
 
 0002111762
 
 
 2026-05-15
 
 
 
 
 0002111762
 
 us-gaap:PrivatePlacementMember
 
 
 
 2026-05-15
 
 
 
 
 0002111762
 
 
 2026-05-15
 2026-05-15
 
 
 
 
 0002111762
 
 us-gaap:SubsequentEventMember
 us-gaap:IPOMember
 
 
 
 2026-05-15
 2026-05-15
 
 
 
 
 0002111762
 
 us-gaap:IPOMember
 
 
 
 2026-05-15
 2026-05-15
 
 
 
 
 0002111762
 
 us-gaap:SubsequentEventMember
 us-gaap:CommonClassBMember
 us-gaap:IPOMember
 
 
 
 2026-04-27
 
 
 
 
 0002111762
 
 us-gaap:IPOMember
 
 
 
 2026-01-01
 2026-03-31
 
 
 
 
 0002111762
 
 
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:IPOMember
 
 
 
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:PrivatePlacementMember
 
 
 
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:PrivatePlacementMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-15
 
 
 
 
 0002111762
 
 gsrvu:PublicRightsMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-15
 
 
 
 
 0002111762
 
 us-gaap:CommonClassBMember
 gsrvu:AGSNominees1LimitedMember
 
 
 
 2025-07-23
 
 
 
 
 0002111762
 
 us-gaap:CommonClassBMember
 gsrvu:SponserMember
 
 
 
 2025-07-23
 
 
 
 
 0002111762
 
 us-gaap:CommonClassBMember
 
 
 
 2025-12-31
 
 
 
 
 0002111762
 
 us-gaap:CommonClassBMember
 
 
 
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:CommonClassAMember
 
 
 
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:IPOMember
 gsrvu:UnderwritingAgreementRelatedPartyMember
 
 
 
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:OverAllotmentOptionMember
 gsrvu:UnderwritingAgreementRelatedPartyMember
 
 
 
 2026-05-15
 
 
 
 
 0002111762
 
 us-gaap:OverAllotmentOptionMember
 gsrvu:UnderwritingAgreementRelatedPartyMember
 
 
 
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:OverAllotmentOptionMember
 
 
 
 2026-01-01
 2026-03-31
 
 
 
 
 0002111762
 
 gsrvu:WorkingCapitalLoansMember
 
 
 
 2026-03-31
 
 
 
 
 0002111762
 
 gsrvu:WorkingCapitalLoansMember
 
 
 
 2026-01-01
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:RelatedPartyMember
 
 
 
 2026-03-31
 
 
 
 
 0002111762
 
 gsrvu:SponsorMember
 us-gaap:AdministrativeServiceMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-15
 2026-05-15
 
 
 
 
 0002111762
 
 gsrvu:FounderShareMember
 
 
 
 2026-03-31
 
 
 
 
 0002111762
 
 gsrvu:FounderShareMember
 
 
 
 2026-01-01
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:RelatedPartyMember
 gsrvu:FounderShareMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-12
 
 
 
 
 0002111762
 
 gsrvu:FounderShareMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-12
 
 
 
 
 0002111762
 
 gsrvu:FounderShareMember
 us-gaap:SubsequentEventMember
 gsrvu:DirectorThreeMember
 
 
 
 2026-05-12
 2026-05-12
 
 
 
 
 0002111762
 
 gsrvu:FounderShareMember
 us-gaap:SubsequentEventMember
 gsrvu:DirectorTwoMember
 
 
 
 2026-05-12
 2026-05-12
 
 
 
 
 0002111762
 
 gsrvu:FounderShareMember
 us-gaap:SubsequentEventMember
 srt:DirectorMember
 
 
 
 2026-05-12
 2026-05-12
 
 
 
 
 0002111762
 
 gsrvu:SponsorMember
 gsrvu:FounderShareMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-12
 2026-05-12
 
 
 
 
 0002111762
 
 gsrvu:FounderShareMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-04-27
 
 
 
 
 0002111762
 
 us-gaap:CommonClassBMember
 gsrvu:SponsorMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-04-27
 
 
 
 
 0002111762
 
 us-gaap:CommonClassBMember
 gsrvu:SponsorMember
 gsrvu:FounderShareMember
 
 
 
 2025-04-25
 
 
 
 
 0002111762
 
 gsrvu:SponsorMember
 
 
 
 2025-09-15
 2025-09-15
 
 
 
 
 0002111762
 
 gsrvu:PrivatePlacementRightMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-15
 
 
 
 
 0002111762
 
 us-gaap:PrivatePlacementMember
 us-gaap:CommonClassAMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-15
 
 
 
 
 0002111762
 
 us-gaap:PrivatePlacementMember
 gsrvu:SponsorMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-15
 
 
 
 
 0002111762
 
 gsrvu:PrivatePlacementRightMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-15
 2026-05-15
 
 
 
 
 0002111762
 
 us-gaap:PrivatePlacementMember
 gsrvu:TrustAccountMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-15
 2026-05-15
 
 
 
 
 0002111762
 
 us-gaap:PrivatePlacementMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-15
 2026-05-15
 
 
 
 
 0002111762
 
 us-gaap:OverAllotmentOptionMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-15
 
 
 
 
 0002111762
 
 gsrvu:PublicUnitsMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-15
 
 
 
 
 0002111762
 
 us-gaap:IPOMember
 us-gaap:SubsequentEventMember
 gsrvu:PublicRightsMember
 
 
 
 2026-05-15
 
 
 
 
 0002111762
 
 gsrvu:TrustAccountMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-15
 2026-05-15
 
 
 
 
 0002111762
 
 us-gaap:OverAllotmentOptionMember
 us-gaap:CommonClassAMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-15
 2026-05-15
 
 
 
 
 0002111762
 
 us-gaap:IPOMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-15
 
 
 
 
 0002111762
 
 
 2025-12-31
 
 
 
 
 0002111762
 
 gsrvu:PublicUnitsMember
 
 
 
 2026-01-01
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember
 
 
 
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:CommonClassAMember
 us-gaap:SubsequentEventMember
 
 
 
 2026-05-15
 2026-05-15
 
 
 
 
 0002111762
 
 us-gaap:RetainedEarningsMember
 
 
 
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:AdditionalPaidInCapitalMember
 
 
 
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:CommonStockMember
 us-gaap:CommonClassBMember
 
 
 
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:RetainedEarningsMember
 
 
 
 2026-01-01
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:RetainedEarningsMember
 
 
 
 2025-12-31
 
 
 
 
 0002111762
 
 us-gaap:AdditionalPaidInCapitalMember
 
 
 
 2025-12-31
 
 
 
 
 0002111762
 
 us-gaap:CommonStockMember
 us-gaap:CommonClassBMember
 
 
 
 2025-12-31
 
 
 
 
 0002111762
 
 us-gaap:CommonClassBMember
 
 
 
 2026-01-01
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:CommonClassAMember
 
 
 
 2025-12-31
 
 
 
 
 0002111762
 
 us-gaap:CommonClassBMember
 
 
 
 2026-06-26
 
 
 
 
 0002111762
 
 us-gaap:CommonClassAMember
 
 
 
 2026-06-26
 
 
 
 
 0002111762
 
 gsrvu:RightsEachWholeRightEntitlingTheHolderToReceiveOneClassAOrdinaryShareMember
 
 
 
 2026-01-01
 2026-03-31
 
 
 
 
 0002111762
 
 gsrvu:ClassAOrdinaryShareParValue00001PerShareMember
 
 
 
 2026-01-01
 2026-03-31
 
 
 
 
 0002111762
 
 gsrvu:UnitsEachConsistingOfOneClassAOrdinaryShareAndOneSeventhOfOneRightMember
 
 
 
 2026-01-01
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:RelatedPartyMember
 
 
 
 2025-12-31
 
 
 
 
 0002111762
 
 us-gaap:CommonStockMember
 us-gaap:CommonClassAMember
 
 
 
 2025-12-31
 
 
 
 
 0002111762
 
 us-gaap:CommonStockMember
 us-gaap:CommonClassAMember
 
 
 
 2026-01-01
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:CommonStockMember
 us-gaap:CommonClassBMember
 
 
 
 2026-01-01
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:AdditionalPaidInCapitalMember
 
 
 
 2026-01-01
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:CommonStockMember
 us-gaap:CommonClassAMember
 
 
 
 2026-03-31
 
 
 
 
 0002111762
 
 
 2025-01-01
 2025-12-31
 
 
 
 
 0002111762
 
 us-gaap:PrivatePlacementMember
 us-gaap:CommonClassBMember
 
 
 
 2026-03-31
 
 
 
 
 0002111762
 
 us-gaap:PrivatePlacementMember
 us-gaap:CommonClassBMember
 
 
 
 2025-12-31
 
 
 
 iso4217:USD
 
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 xbrli:shares
 
 
 xbrli:pure
 
 
 gsrvu:Segments
 
 
 
 
 
 
 

 

 
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 
 
 FORM 10-Q 
 
 ☒ 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 ________
 
 GSR V Acquisition Corp. 
(Exact name of registrant as specified in its
charter)
 

 Cayman Islands 001-43290 N/A 

(State or other jurisdiction 

of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer 

Identification No.)

 

 5900 Balcones Drive, Suite 100
 Austin, TX 78731 78731 

(Address of Principal Executive Offices)
 
(Zip Code)

 
 (914-369-4400) 
(Registrant’s telephone number, including
area code)
 
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-seventh of one right GSRVU The Nasdaq Stock Market LLC 

 Class A ordinary share, par value $0.0001 per share GSRV The Nasdaq Stock Market LLC 

 Rights, each whole right entitling the holder to receive one Class A ordinary share GSRVR 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 Act). Yes ☒ No ☐ 
 
 There were 23,671,000 Class A ordinary shares, par value $0.0001 per share, and 6,750,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding as of June 26, 2026. 
 
 

 
 

 
GSR V ACQUISITION CORP.
 
INDEX TO FORM 10-Q
 

 
 
 
Page
 # 

PART I - FINANCIAL INFORMATION
 
1

Item 1.Financial
 Statements
 
1

Item 2.
Management’s
 Discussion and Analysis of Financial Condition and Results of Operations
 
16

Item 3.
Quantitative
 and Qualitative Disclosures About Market Risk
 
21

Item 4.
Controls
 and Procedures
 
21

 
 
 
 

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 Disclosure
 
22

Item 5.
Other
 Information
 
22

Item 6.
Exhibits
 
23

 
 
 
 

PART III - SIGNATURES
 
24

 

i

 

 
PART I - FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
GSR V
ACQUISITION CORP.

INDEX TO UNAUDITED CONDENSED interim FINANCIAL STATEMENTS
 

 
Page

Condensed Interim Financial Statements (Unaudited):
 

Condensed Interim Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025
2

Condensed Interim Statement of Operations for the Three Months Ended March 31, 2026 (Unaudited)
3

Condensed Interim Statement of Changes in Shareholder’s (Deficit) Equity for the Three Months Ended March 31, 2026 (Unaudited)
4

Condensed Interim Statement of Cash Flows for the Three Months Ended March 31, 2026 (Unaudited)
5

Notes to Condensed Interim Financial Statements (Unaudited)
6

 
1

 

 

GSR V ACQUISITION CORP.

CONDENSED INTERIM BALANCE SHEETS
 

  
March 31,

 2026  
December 31, 

2025 

  
(Unaudited)  
   

ASSETS 
   
   

Current Assets 
   
   

 Prepaid expenses$958  $4,018  

 Total Current assets 958   4,018  

  
   
   

Non-Current Assets 
   
   

 Deferred offering costs 74,958   530  

 Total Assets$75,916  $4,548  

  
   
   

LIABILITIES AND SHAREHOLDER’S (DEFICIT) EQUITY 
   
   

Current Liabilities 
   
   

 Accounts payable and accrued expenses$113,583  $530  

 Due to related party 15,000   -  

 Total Current Liabilities 128,583   530  

  
   
   

Shareholder’s Deficit (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; 20,000,000 shares authorized; 6,750,000 shares issued and outstanding(1) 675   675  

 Additional paid-in capital 24,325   24,325  

 Accumulated deficit (77,667)  (20,982) 

 Total Shareholder’s (Deficit) Equity (52,667)  4,018  

 TOTAL LIABILITIES AND SHAREHOLDER’S (DEFICIT) EQUITY$75,916  $4,548  

 
 (1) Retroactively effected for the stock split on April 27, 2026 (see Note 5). 
  
The accompanying notes are an integral part of
these unaudited condensed interim financial statements.
 
2

 

 
GSR V ACQUISITION CORP.

CONDENSED INTERIM STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(Unaudited)
 

 General and administrative expenses $56,685  

 Net loss $(56,685) 

 Weighted average Class B ordinary shares outstanding, basic and diluted(1)  6,750,000  

 Basic and diluted net loss per Class B ordinary share $(0.01) 

 
 (1) Retroactively effected for the stock split on April 27, 2026 (see Note 5). 
  
The accompanying notes are an integral part of
these unaudited condensed interim financial statements.
 
3

 

 
GSR V ACQUISITION CORP.

CONDENSED INTERIM STATEMENT OF CHANGES IN SHAREHOLDER’S
(DEFICIT) EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(Unaudited)
 

  
Class A
 Ordinary Shares  
Class B 
 Ordinary Shares(1)  
Additional

 Paid-in  
Accumulated  
Total

 Shareholder’s

 Equity 

  
Shares  
Amount  
Shares  
Amount  
Capital  
Deficit  
(Deficit) 

 Balance - January 1, 2026     -  $     -   6,750,000  $675  $24,325  $(20,982) $4,018  

 Net loss  -   -   -   -   -   (56,685)  (56,685) 

 Balance - March 31, 2026  -  $-   6,750,000  $675  $24,325  $(77,667) $(52,667) 

 
 (1) Retroactively effected for the stock split on April 27, 2026 (see Note 5). 
  
The accompanying notes are an integral part of
these unaudited condensed interim financial statements.
 
4

 

 
GSR V ACQUISITION CORP.

CONDENSED INTERIM STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(Unaudited)
 

Cash flows from Operating Activities: 
  

 Net loss $(56,685) 

Adjustment to reconcile net loss to net cash used in operating activities: 
   

 Prepaid expenses  3,060  

 Accounts payable and accrued expenses  38,625  

 Net cash used in operating activities  (15,000) 

  
   

Cash flows from Financing Activities: 
   

 Expenses paid by sponsor  15,000  

 Net cash provided by financing activities  15,000  

  
   

 Net change in cash $-  

 Cash - Beginning of period  -  

 Cash - End of period $-  

  
   

Supplemental Disclosures of Noncash Financing Activities 
   

 Deferred offering costs included in accounts payable and accrued expenses $74,428  

 
The accompanying notes are an integral part of
these unaudited condensed interim financial statements.
 
5

 

 
GSR V ACQUISITION CORP.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
MARCH 31, 2026
(Unaudited)
 

 NOTE 1: DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
 
GSR V Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 23, 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 or entities that the Company has not yet identified (“Business Combination”).
 
As of March 31, 2026, the Company had not yet commenced operations. All activity for the period from July 23, 2025 (inception) through March 31, 2026 relates to the Company’s formation and the Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and Private Placement (defined below) held in the Trust Account (as defined below). 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 May 13, 2026. On May 15, 2026, the Company consummated the Initial Public Offering of 23,000,000 units including 3,000,000 additional public units as the underwriters’ over-allotment option was exercised in full (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $230,000,000 (see Note 3). 
 
 Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 671,000 units including 52,500 additional private placement units as the underwriters’ over-allotment option was exercised in full (the “Private Placement Units”) to GSR V Sponsor LLC (the “Sponsor”) and the underwriters, at a price of $10.00 per Private Placement Unit, generating total proceeds of $6,710,000 (see Note 4). 
 
 Transaction costs amounted to $13,882,301, consisting of $4,025,000 of cash underwriting fees, $9,200,000 of deferred underwriting commissions which will be paid on the consummation of the initial Business Combination, and $657,301 of other offering costs, which includes $280,000 of additional fees paid to the parent of the lead underwriter. The lead underwriter and its parent are related parties (see Note 6). 
 
 Upon the closing of the Initial Public Offering and the Private Placement, $230,000,000 ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”) with Odyssey Transfer and Trust Company acting as trustee and invested only in in either (i) U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act, (ii) as uninvested cash, or (iii) an interest or non-interest bearing bank demand deposit account or other accounts at a bank. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of an initial Business Combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of the obligation to offer redemption rights in connection with any proposed initial Business Combination or certain amendments to the amended and restated memorandum and articles of association prior thereto or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the completion window; or (B) with respect to any other material provision relating to shareholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within the completion window, from the closing of Initial Public Offering, return of the funds held in the Trust Account to public shareholders as part of redemption of the Public Shares. 
 
6

 

 
 The Nasdaq listing rules require that the initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (net of permitted withdrawals and excluding the deferred underwriting commissions). Management may, however, structure an initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but will only complete such Business Combination if the post-transaction 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”). 
 
The Company is required to provide its public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, the initial Business Combination, all or a portion of their Public Shares upon the completion of the initial Business Combination either (1) in connection with a general meeting called to approve the Business Combination or (2) by means of a tender offer.
 
All of the Class A ordinary shares sold as part of the units in this offering contain a redemption feature which allows for the redemption of such Public Shares in connection with liquidation, if there is a shareholder vote or tender offer in connection with initial Business Combination and in connection with certain amendments to second amended and restated memorandum and articles of association. In accordance with SEC guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the Public Shares were presented as temporary equity, outside of the shareholder’s deficit section of the Company’s balance sheet, upon the closing of this offering. Given that the Class A ordinary shares sold as part of the units in the offering were issued with other freestanding instruments, the initial carrying value of Class A ordinary shares classified as temporary equity were the allocated proceeds determined in accordance with ASC 470-20. The resulting discount to the initial carrying value of temporary equity was accreted upon the closing of this offering such that the carrying value was equal the redemption value on such date. The accretion or remeasurement is recognized as a reduction to retained earnings, or in the absence of retained earnings, additional paid-in capital. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
 
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 transaction. In addition, initial shareholders, directors and officers have entered into a letter agreement, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares (as defined below) and Public Shares held by them in connection with the completion of a Business Combination.
 
 Notwithstanding the foregoing redemption rights, the Company’s amended and restated memorandum and articles of association 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 Exchange Act), is restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without the prior consent of the Company. 
 
If the Company is unable to complete an initial Business Combination within the 18 or 21-month period after the closing of the Initial Public Offering (the “Completion Window”), it may seek an amendment to amended and restated memorandum and articles of association to extend the period of time to complete an initial Business Combination beyond 21 months. The Company’s amended and restated memorandum and articles of association requires at least a special resolution of shareholders as a matter of Cayman Islands law, meaning that such an amendment be approved by at least two-thirds of ordinary shares who, being entitled to do so, attend and vote (either in person or by proxy) at a general meeting of the company. If the Company seeks shareholder approval to extend beyond the 21-month period in which to complete an initial Business Combination to a later date, the Company is required to offer public shareholders the right to have their public ordinary shares redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, including interest (less permitted withdrawals and up to $100,000 of interest to pay dissolution expenses). There are no limitations to the number of times that the Company may seek shareholder approval or that shareholders may approve to extend beyond the 21-month period in which to complete a Business Combination at a later date. If the initial Business Combination is not completed within the Completion Window, the membership interests of the Sponsor become worthless.
 
7

 

 
Going Concern Consideration
 
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that mandatory liquidation, should we not complete a Business Combination and an extension of our deadline to do so not be approved by the shareholders of the Company, and potential subsequent dissolution and the liquidity issue raise substantial doubt about the Company’s ability to continue as a going concern if it does not complete a Business Combination.
 
 As of March 31, 2026, the Company had no cash and a working capital deficit of $127,625. However, on May 15, 2026, subsequent to the balance sheet date and prior to issuance of the unaudited condensed interim financial statements, the Company consummated its Initial Public Offering, including the full exercise of the underwriters’ over-allotment option, and the related Private Placement. Following the Initial Public Offering, the Company had $2,245,000 in its operating bank account and a working capital surplus of $1,912,388. The Company has incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination. Such costs will be incurred prior to generating any operating revenues. These factors also raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed interim financial statements are issued. 
 
Management plans to complete a Business Combination before the mandatory liquidation date and anticipates that the Company will have sufficient liquidity to fund its operations until then. However, there can be no assurance that we will be able to consummate a Business Combination within the Completion Window or that liquidity will be sufficient to fund operations. The unaudited condensed interim financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
 
Risks and Uncertainties
 
Management continues to evaluate the impact of significant global events such as the Russia/Ukraine and Israel/Palestine conflicts and military conflicts between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities, on the industry and has concluded that while it is reasonably possible that these could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed interim financial statements. The unaudited condensed interim 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 interim financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“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. As such, the information included in these unaudited condensed interim financial statements should be read in conjunction with the Company’s latest audited financial statement as of May 15, 2026 and initial audited financial statements for the period from July 23, 2025 (inception) through February 28, 2026 filed with the SEC on Form 8-K and Form S-1, respectively. In the opinion of the Company’s management, these unaudited condensed interim financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of March 31, 2026, and the Company’s results of operations and cash flows for the period presented. The results of operations included in the unaudited condensed interim financial statements are not necessarily indicative of the results to be expected for the full year ending December 31, 2026.
 
8

 

 
Emerging Growth Company Status
 
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, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
 
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 a 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 interim 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 unaudited condensed interim 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 interim 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 no cash or cash equivalents as of March 31, 2026 or December 31, 2025. 
 
Fair Value Measurements
 
Fair value is defined as the price that would be received for sale of an asset or paid for 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.
 
9

 

 
Deferred Offering Costs
 
 Deferred offering costs consist of legal, administrative, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs were allocated to the Public Rights and Private Placement Units issued in the Initial Public Offering on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. As of March 31, 2026 and December 31, 2025, the Company had deferred offering costs of $74,958 and $530, respectively. 
 
Net Loss Per Ordinary Share
 
 The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. As of March 31, 2026 and December 31, 2025, 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, the diluted loss per ordinary share is the same as the basic loss per ordinary share for the period presented. 
 
Income Taxes
 
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the unaudited condensed interim 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 only major tax jurisdiction. 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 or 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 Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed interim financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
 
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, if there is a shareholder vote in connection with certain amendments to the Company’s post-offering amended and restated memorandum and articles of association, 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 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 will recognize the accretion from initial book value to redemption amount 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, upon completion of Initial Public Offering, Class A ordinary shares subject to possible redemption will be presented at redemption value as temporary equity, outside of the shareholder’s (deficit) equity section of the Company’s balance sheets.
 
10

 

 
Rights
 
The Company will account for the Public Rights and Private Placement Rights (as defined in Notes 3 and 4) issued in connection with the Initial Public Offering and the Private Placement, in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and will classify the Rights under equity treatment at their assigned values. There were no Public Rights or Private Placement Rights outstanding as of March 31, 2026 or December 31, 2025.
 
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 interim financial statements.
  

 NOTE 3: INITIAL PUBLIC OFFERING
 
 Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units (including underwriters’ over-allotment exercise of 3,000,000 Units) at a purchase price of $10.00 per Unit, generating gross proceeds of $230,000,000 to the Company, of which $224,600,000 was placed in the Trust Account. Each Unit consists of one Class A ordinary share and one-seventh (1/7th) of one public right (“Public Right”). Each whole right represents the right to receive one Class A ordinary share upon the consummation of an initial Business Combination. No fractional rights will be issued upon separation of the Units and only whole rights will trade. The underwriters have exercised their over-allotment option on consummation of the Initial Public offering to purchase 3,000,000 additional Units to cover over-allotments. 
  

 NOTE 4: PRIVATE PLACEMENT
 
 Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the Private Placement of 671,000 units (including underwriters’ over-allotment exercise of 52,500 units) to the Sponsor and the underwriters at a price of $10.00 per Private Placement Unit, generating total proceeds of $6,710,000, of which $5,400,000 was placed in the Trust Account, $1,301,301 was used to pay certain costs, and the balance of $8,699 is receivable from the Sponsor. Each Private Placement Unit entitles the holder thereof to one Class A ordinary share and one-seventh (1/7th) of one private right (“Private Placement Right”) to receive one Class A ordinary share upon the consummation of an initial Business Combination. 
 
The Private Placement Units have terms and provisions that are identical to the Units sold as part of the Initial Public Offering. The Private Placement Units (including any Private Placement Shares, any Private Placement Rights and any Class A ordinary shares underlying the Private Placement Rights) are not transferable, assignable or saleable until 30 days after the completion of an initial Business Combination except pursuant to limited exceptions.
  

 NOTE 5: RELATED PARTY TRANSACTIONS
 
Founder Shares
 
 On September 15, 2025, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 6,500,000 Class B ordinary shares of the Company (“Founder Shares”), which were issued on August 20, 2025. On April 27, 2026, the Company authorized a stock split in a 1.03-for-one ratio, resulting in the Sponsor holding 6,750,000 Class B ordinary shares. The Founder Shares represent 22.2% of the Company’s issued and outstanding ordinary shares upon the consummation of the Initial Public Offering and the Private Placement as the over-allotment option was exercised in full by the underwriters. 
 
 On May 12, 2026, the Sponsor transferred 60,000 Founder Shares to the three independent directors (20,000 Founder Shares per director) of the Company, at a price of $0.0037037 per share. Each buyer paid $74.07 for an aggregate purchase price of $222.21 in consideration of the assignment of shares. If the director ceases to be a director of the Company for any reason before the consummation of the Business Combination, at the Sponsor’s election, it will either repurchase the shares at the purchase price or forfeit the shares back to the Company for no consideration. The Founder Shares will automatically convert into shares of Class A ordinary shares at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s certificate of incorporation. 
 
11

 

 
 The sale of the Founder Shares to the Company’s directors by the Sponsor 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 60,000 shares granted to the Company’s directors was $5.00 per share or $300,000 in the aggregate. 
 
The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. 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 Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.
 
Administrative Services Agreement
 
 Commencing on May 15, 2026, the Company entered into an agreement to pay the Sponsor a total of up to $55,556 per month for office space and administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. 
 
Due to Related Party
 
 The Sponsor pays certain costs on behalf of the Company, with such amounts reflected as due to related party. These amounts are due on demand and non-interest bearing. During the period from January 1, 2026 through March 31, 2026, the Sponsor paid certain costs totaling $15,000 on behalf of the Company. As of March 31, 2026 and December 31, 2025, the amount due to the related party was $15,000 and $0, respectively. 
 
Working Capital Loans
 
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
 
 The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at a price of $10.00 per unit. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2026 and December 31, 2025, the Company had no outstanding Working Capital Loans. 
  

 NOTE 6: COMMITMENTS AND CONTINGENCIES
 
Registration Rights
 
The holders of (i) the Founder Shares (including the underlying Class A ordinary shares issuable upon the conversion of the Founder Shares) and (ii) Private Placement Units, including any Private Placement Units that may be issued upon conversion of working capital loans (including any private placement shares, private placement rights and any Class A ordinary shares underlying the private placement rights) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). With the exception of the Sponsor and the Private Placement Units it purchases in connection with the Initial Public Offering, the holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, and as excepted above, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
 
12

 

 
Underwriting Agreement – Related Party
 
 The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On May 15, 2026, the underwriters exercised their over-allotment option in full to purchase 3,000,000 additional Units at the Initial Public Offering price, less the underwriting discounts and commissions. 
 
SPAC Advisory Partners LLC db