Research Alliance Corp III 10-Q顯示IPO後資金充裕但未選定合併目標

10-Q

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 UNITED STATES 

 SECURITIES AND EXCHANGE COMMISSION 

 Washington, D.C. 20549 

  

  
 
 FORM 10-Q
 
  

  
 
 (MARK ONE) 

☒

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

 
 
 For the quarterly period ended March 31, 2026 

  

☐

 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: 001-43302
 
  

  
 
 Research Alliance Corporation III 

 (Exact name of registrant as specified in its charter) 

  

  
 
  

 

Cayman Islands

 
98-1918931

 

 (State or other jurisdiction of

 incorporation or organization)

 
 
 (I.R.S. Employer

 Identification No.)

 

 

600 Fifth Avenue, 23rd Floor

 
 

New York, NY

 
10020

 

(Address of principal executive offices)

 
(Zip Code)

 
 
 +1 (617) 778-2500 

 (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

 

Class A Ordinary Shares, par value $0.0001 per share
 
RACC
 
The Nasdaq Capital Market
 
 
 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 past 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 24, 2026, 7,775,000 Class A ordinary shares, par value $0.0001 per share, and 1,323,529 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding. 

  

  
  
 
 
 
 RESEARCH ALLIANCE CORPORATION III 

 FORM 10-Q
 
 FOR THE PERIOD ENDED MARCH 31, 2026 

 TABLE OF CONTENTS 

  

 

Part I.
 
Financial Information
  
 
3
  

Item 1.
 
Financial Statements (Unaudited)
  
 
3
  

 
Condensed Unaudited Balance Sheet as of March 31, 2026
  
 
3
  

 
Condensed Unaudited Statement of Operations for the Period from February 19, 2026 (Inception) through March 31, 2026
  
 
4
  

 
Condensed Unaudited Statement of Changes in Shareholders’ Deficit for the Period from February 19, 2026 (Inception) to March 31, 2026
  
 
5
  

 
Condensed Unaudited Statement of Cash Flows for the period from February 19, 2026 (Inception) to March 31, 2026
  
 
6
  

 
Notes to Condensed Unaudited Financial Statements
  
 
7
  

Item 2.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  
 
17
  

Item 3.
 
Quantitative and Qualitative Disclosures About Market Risk
  
 
19
  

Item 4.
 
Controls and Procedures
  
 
19
  

Part II
 
Other Information
  
 
20
  

Item 1.
 
Legal Proceedings
  
 
20
  

Item 1A.
 
Risk Factors
  
 
20
  

Item 2.
 
Unregistered Sales of Equity Securities and Use of Proceeds
  
 
20
  

Item 3.
 
Defaults upon Senior Securities
  
 
20
  

Item 4.
 
Mine Safety Disclosures
  
 
20
  

Item 5.
 
Other Information
  
 
20
  

Item 6.
 
Exhibits
  
 
21
  

Signatures
 

  

 
 
  

 2 

 
 
 
 
 
 PART I – FINANCIAL INFORMATION 

Item 1. Financial Statements 

RESEARCH ALLIANCE CORPORATION III 

CONDENSED BALANCE SHEET 

MARCH 31, 2026 

(unaudited) 

 

ASSETS

  

Cash

  
$
280,275
 

Other current assets

  
 
2,600
 

  
 

 

 

Total current assets

  
 
282,875
 

Deferred offering costs

  
 
450,042
 

  
 

 

 

Total Assets

  
$

732,917

 

  
 

 

 

LIABILITIES AND SHAREHOLDERS’ DEFICIT

  

Current liabilities:

  

Accrued offering costs

  
$
422,417
 

Accrued offering costs – related party

  
 
10,500
 

Accrued expenses

  
 
40,249
 

Promissory note – Sponsor

  
 
300,000
 

  
 

 

 

Total Current Liabilities

  
 

773,166

 

Commitments and Contingencies (Note 5)

  

Shareholders’ Deficit

  

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

  
 
— 
 

Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; none issued and outstanding

  
 
— 
 

Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 1,323,529 shares issued and outstanding

  
 
132
 

Additional paid-in-capital

  
 
24,868
 

Accumulated deficit

  
 
(65,249
) 

  
 

 

 

Total Shareholders’ Deficit

  
 

(40,249

) 

  
 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

  
$

732,917

 

  
 

 

 

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

 
 

3 

 
 
 RESEARCH ALLIANCE CORPORATION III 

 CONDENSED STATEMENT OF OPERATIONS 

 FOR THE PERIOD FROM FEBRUARY 19, 2026 (INCEPTION) THROUGH MARCH 31, 2026 

 (unaudited) 

 
  

 

 General, formation and administrative expenses

 
  
$
65,249
  

  
  

 
  

 
  

 Net loss

 
  
$
(65,249
)  

  
  

 
  

 
  

 Basic and diluted net loss per ordinary share

 
  
$
(0.06
)  

  
  

 
  

 
  

 Weighted average ordinary shares outstanding, basic and diluted

 
  
 
1,129,842
  

  
  

 
  

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

 
  

 4 

 
 
 
 
 
 
 
 
 

 RESEARCH ALLIANCE CORPORATION III 

 CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT 

 FOR THE PERIOD FROM FEBRUARY 19, 2026 (INCEPTION) THROUGH MARCH 31, 2026 

 (unaudited) 

 

 
  

 

 
  
 
 
  
 
 
  
Additional

 
  
 
 
 
Total

  

 
  
Class B Ordinary Shares

 
  
Paid-In

 
  
Accumulated

 
 
Shareholders’

  

 
  
Shares

 
  
Amount

 
  
Capital

 
  
Deficit

 
 
Deficit

  

 Balance as of February 19, 2026 (Inception)

 
  
 
— 
 
  
$
— 
 
  
$
— 
 
  
$
— 
 
 
$
— 
  

 Issuance of Class B ordinary shares to Sponsor

 
  
 
1,323,529
 
  
 
132
 
  
 
24,868
 
  
 
— 
 
 
 
25,000
  

 Net loss

 
  
 
— 
 
  
 
— 
 
  
 
— 
 
  
 
(65,249
) 
 
 
(65,249
)  

  
  

 
  

 
 
  
  

 
  

 
 
  
  

 
  

 
 
  
  

 
  

 
 
 
  

 
  

 
  

 Balance as of March 31, 2026

 
  
 
1,323,529
 
  
$
132
 
  
$
24,868
 
  
$
(65,249
) 
 
$
(40,249
)  

  
  

 
  

 
 
  
  

 
  

 
 
  
  

 
  

 
 
  
  

 
  

 
 
 
  

 
  

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

 
  

 5 

 
 
 
 
 
 
RESEARCH ALLIANCE CORPORATION III 

CONDENSED STATEMENT OF CASH FLOWS 

FOR THE PERIOD FROM FEBRUARY 19, 2026 (INCEPTION) THROUGH MARCH 31, 2026 

(unaudited) 

 
 

Cash Flows from Operating Activities:

  

Net loss

  
$
(65,249
) 

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

  

General and administrative expenses paid through issuance of Class B ordinary shares to Sponsor

  
 
25,000
 

Changes in operating assets and liabilities:

  

Other current assets

  
 
(2,600
) 

Accrued expenses

  
 
40,249
 

  
 

 

 

Net cash used in operating activities

  
$
(2,600
) 

  
 

 

 

CASH FLOW FROM FINANCING ACITIVITIES

  

Proceeds from promissory note – Sponsor

  
 
300,000
 

Payment of deferred offering costs

  
 
(17,125
) 

  
 

 

 

Net cash provided by financing activities

  
$
282,875
 

  
 

 

 

Net change in cash

  
 
280,275
 

Cash – beginning of the period

  
 
— 
 

  
 

 

 

Cash – end of the period

  
$
280,275
 

  
 

 

 

Supplemental disclosure of non-cash
 investing and financing activities:

  

Deferred offering costs included in accrued offering costs

  
$
422,417
 

Deferred offering costs included in accrued offering costs – related
 party

  
$
10,500
 

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

 
 

6 

 RESEARCH ALLIANCE CORPORATION III 

NOTES TO CONDENSED FINANCIAL STATEMENT 

(unaudited) 

Note 1 — Description of Organization and Business Operations 

Research Alliance Corporation III (the “Company”) is a newly organized blank check company incorporated as a Cayman Islands exempted company and formed 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 (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. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. 

As of March 31, 2026, the Company had not commenced any operations. All activity for the period from February 19, 2026 (inception) through March 31, 2026 relates to the Company’s formation and the Initial Public Offering. 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 cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. 
The Company’s sponsor is Research Alliance Holdings III, LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering (the “Initial Public Offering”) was declared effective on May 19, 2026. On May 21, 2026, the Company consummated its initial public offering of 7,500,000 shares of its Class A ordinary shares, par value $0.0001 per share (each, a “Public Share” and collectively, the “Public Shares”) at $10.00 per Public Share generating gross proceeds of $75,000,000 and incurring offering costs of approximately $3,727,251, inclusive of $2,250,000 in deferred underwriting commissions, $750,000 of upfront underwriting discounts and $727,251 of other offering costs. 

Simultaneously with the closing of the Initial Public Offering, the Company consummated 
the private placement (the “Private Placement”) of 275,000 Class A ordinary shares (the “Private Placement Shares”), generating gross proceeds of $2,750,000. 

Following the closing of the Initial Public Offering, an amount equal to $75,000,000 from the net proceeds of the sale of the Shares have been deposited in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and are held in cash or invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7
 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. 
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Company’s initial public offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction 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”). 

 

7 

The Company will provide the holders (the “Public Shareholders”) of Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. 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, solely in its discretion. 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 $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share
 amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5). 
Upon the public announcement of the initial Business Combination, if the Company elects to conduct redemptions pursuant to the tender offer rules, the Company and the Sponsor will terminate any plan established in accordance with Rule 10b5-1
 to purchase the Class A ordinary shares in the open market, in order to comply with Rule 14e-5
 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In the event the Company conducts redemptions pursuant to the tender offer rules, the offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a)
 under the Exchange Act, and the Company will not be permitted to complete the initial Business Combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares the Company is permitted to redeem. If public shareholders tender more shares than the Company has offered to purchase, the Company will withdraw the tender offer and not complete such initial Business Combination. 
Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association will 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), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares issued in the Initial Public Offering, without the prior consent of the Company. 

The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”) or (b) with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment 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 and not previously released to the Company to pay its income taxes, if any, divided by the number of the then-outstanding Public Shares. 
If the Company has not completed a Business Combination within 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 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 and not previously released to the Company to pay its taxes that were paid by the Company or are payable by the Company, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. 
The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails 

 

8 

 to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its right to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. 

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (excluding 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 have entered into a written letter of intent, confidentially or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Sponsor has not made reserves 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 Sponsor may not be able to satisfy those obligations. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. 

Management’s Plan and Liquidity 

The Company’s liquidity needs up to March 31, 2026 had been satisfied through the loan under an unsecured promissory note from the Sponsor 
of 
$300,000. On May 21, 2026, upon the consummation of the Initial Public Offering, the Company repaid the Sponsor the full amount of $300,000 loaned by the Company pursuant to the promissory note. As of March 31, 2026, the Company had cash of $280,275 and a working capital deficit of $490,291. 

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. 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. Up to $3,000,000 of such loans may be convertible into shares of the post-Business Combination entity at a price of $10.00 per share at the option of the lender. Such shares would be identical to the Private Placement Shares. 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. There have been no Working Capital Loans to date. 

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40,
 “Presentation of Financial Statements - Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has until the end of the Combination Period to complete the initial Business Combination. Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of this financial statement. 

  

 9 

 

 Note 2 — Basis of Presentation and Summary of Significant Accounting Policies 

 Basis of Presentation 

 
 The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (the “US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included. Interim results for the period February 19, 2026 (Inception) through March 31, 2026 are not necessarily indicative of results to be expected for the year. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus in connection with its Initial Public Offering as filed with the SEC on May 20, 2026. 

 
 Emerging Growth Company 

 The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 stockholder 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 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 comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 
 Use of Estimates 

 The preparation of financial statements in conformity with U.S. 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 statement and the reported amounts of expenses during the periods. Actual results could differ from those estimates. 

 Cash and Cash Equivalents 

 The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $280,275 and did not have any cash equivalents as of March 31, 2026. 

 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 Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. 

  

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 Marketable Securities Held in Trust Account 

 At March 31, 2026, prior to the closing of the Initial Public Offering, there were no assets held in the Trust Account. Subsequent to March 31, 2026, upon the closing of the Initial Public Offering on May 21, 2026, $75,000,000 was deposited in the Trust Account, to be held in cash or invested in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7
 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.
 Deferred Offering Costs 

 The Company complies with the requirements of the ASC 340-10-S99

 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20,
 “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company will apply this guidance and allocated all offering costs to Initial Public Offering proceeds as there are no other instruments issued in the Initial Public Offering. Offering costs allocated to the Public Class A ordinary shares will be charged to temporary equity. 

 Net Loss Per Ordinary Share 

 Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. 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 loss per ordinary share is the same as basic loss per ordinary share for the period presented. 

 Income Taxes 

 The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the 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 Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 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. 

  

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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. 

 Public 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 FASB ASC Topic 480-10-S99,

 the Company classifies 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 the shares will result in charges against additional paid-in
 capital (to the extent available) and accumulated deficit. 
 Share-based Compensation 

 The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its share-based compensation. It applies a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued by multiplying the marketable value per Founder Share (defined in Note 4) by the probability of successful closing of an initial Business Combination. Grants of share-based payment awards issued to non-employees
 for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. 
 Recent Accounting Pronouncements 

 The Company’s management does not believe that any recently issued accounting standards updates, if currently adopted
, would have a material effect on the accompanying financial statements. 
 Note 3 — Initial Public Offering 

 Pursuant to the Initial Public Offering on May 21, 2026, the Company sold 7,500,000 Public Shares at a price of $10.00 per Public Share, generating gross proceeds of $75,000,000. 

  

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 Note 4 — Related Party Transactions 

Founder Shares 

On February 25, 2026, the Sponsor purchased an aggregate of 1,014,706 Founder Shares for an aggregate purchase price of $25,000. In March 2026, the Sponsor transferred 30,000 Founder Shares to each of the Company’s independent directors. To maintain the ownership of the initial shareholders (and their permitted transferees), on an as-converted
 basis, at 15% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) upon the consummation of the Initial Public Offering, in May 2026, the Company effected a share capitalization for which an additional 290,563 Founder Shares were issued to the Sponsor and an additional 9,130 Founder Shares were issued to each of the Company’s independent directors. Following the share capitalization, the Sponsor holds 1,245,269 Founder Shares and the Company’s independent directors each hold 39,130 Founder Shares. The initial shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, 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. 
The Founder Shares issued to the Company’s two independent directors were made in exchange for an aggregate purchase price of $1,478. The transfer of the Founder Shares to the holders of such interests are in the scope of ASC 718. Under ASC 718, share-based compensation associated with equity classified awards is measured at fair value upon the assignment date. The total fair value of the 78,260 Founder Shares was $17 or $0.00021 per share. The Company established the initial fair value of the Founder Shares using a calculation prepared by a third party valuation team using Probability-Weighted Expected Return Method which takes into consideration the following market assumptions; (i) implied share price of $10.00, and (ii) likelihood of Business Combination of 21%. The Founder Shares were assigned subject to a performance condition (i.e., providing services through Business Combination). Share-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 shares that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the Founder Shares. As of March 31, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. 

Private Placement Shares 

Simultaneously with the closing of the Initial Public Offering the Sponsor purchased an aggregate of 275,000 Private Placement Shares at a price of $10.00 per Private Placement Share ($2,750,000 in the aggregate) in a private placement. Such Private Placement Shares are identical to the Public Shares, being Class A ordinary shares, sold in the Initial Public Offering. If the Company does not consummate an initial Business Combination within 24 months from the closing of the Initial Public Offering, any proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). Holders of the Private Placement Shares have entered into an agreement, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares held by them in connection with (i) the completion of the initial Business Combination and (ii) a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) that would modify the substance or timing of the obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares. The Private Placement Shares will not be transferable or salable until 30 days after the completion of the initial Business Combination. Certain proceeds from the Private Placement Shares have been deposited in the Trust Account. 

 

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Promissory Note 

On February 25, 2026, the Sponsor loaned the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest
 bearing and payable on the earlier of December 31, 2026 or the completion of the Initial Public Offering. As of March 31, 2026 the Company has an outstanding balance of $300,000. On May 21, 2026, upon the completion of the Initial Public Offering, the Company repaid in full the outstanding $300,000 loaned by the Company from the Sponsor pursuant to the Note. 
Consulting Agreement 

On February 20, 2026, the Company entered into a consulting agreement (the “Consulting Agreement”) with van den Boom & Associates, LLC to provide (i) a resource to assist with finance department and administrative oversight and (ii) resources to assist with day-to-day

 accounting functions. Services provided under the Consulting Agreement are billed at hourly rates. The Company’s Chief Financial Officer, Fran Adams, provides finance and accounting services to the Company at an hourly rate of approximately $460 per hour pursuant to the Consulting Agreement. For the period from February 19, 2026 (inception) through March 31, 2026, the Company incurred $33,757 in fees for these services, which are included in formation, general and administrative expenses on the accompanying statement of operations. 
Related Party Loans 

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, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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 the 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. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $3.0 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. As of March 31, 2026, the Company had no outstanding borrowings under the Working Capital 
Loans. 

A related party to the Company’s Chief Executive Officer paid deferred offering fees of $10,500 on behalf of the Company, which the Company has included in Accrued offering costs - related party on the balance sheet. 

Note 5 — Commitments & Contingencies 

Registration Rights 

The initial shareholders as the holders of the Founder Shares and Private Placement Shares, including from time to time the Private Placement Shares that may be issued upon conversion of Working Capital Loans and any Class A ordinary shares issuable upon conversion of Founder Shares, are entitled to registration rights pursuant to a registration and shareholder rights agreement signed in connection with the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 

Underwriting Agreement 

The underwriter received an underwriting discount of $0.10 per share, or $750,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. In addition, the underwriter is entitled to deferred underwriting commissions of $0.30 per share, or $2,250,000 in the aggregate, which will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. 

 

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 Risks and Uncertainties 

Management continues to evaluate the impact of macroeconomic conditions, including the effects of geopolitical instability and volatility in global markets, on the Company’s industry and has concluded that while it is reasonably possible that such conditions could have a negative effect on the Company’s financial position, results of its operations, and/or its search for a target company for an initial Business Combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 

 Note 6 — Shareholder’s Equity
 

 Preference Shares — The Company is authorized to issue 1,000,000 preference shares at a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2026, there were no preference s