Meridian3 Industrials Acquisition Corp完成2.0125億美元IPO，聚焦工業科技領域業務合併

EX-99.1
2
tm2615935d8_ex99-1.htm
EXHIBIT 99.1

 

 

Exhibit 99.1

  

MERIDIAN3
INDUSTRIALS ACQUISITION CORP

 

Index
to Financial Statements

 

 
   
 Page

 
 Financial Statements of
 Meridian3 Industrials Acquisition Corp: 
  

 
 Report of Independent Registered Public Accounting Firm (PCAOB ID# 206) 
 F-2

 
 Balance Sheet as of July 6, 2026 
 F-3

 
 Notes to Financial Statements 
 F-4

 

 

 F-1

  

 

 

REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Directors of

Meridian3 Industrials Acquisition Corp

 

Opinion on the Financial Statement

 

We have audited the accompanying balance
sheet of Meridian3 Industrials Acquisition Corp (the “Company”) as of July 6, 2026, and the related notes (collectively referred
to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial
position of the Company as of July 6, 2026, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

The financial statement is the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

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

 

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

 

/s/ MaloneBailey, LLP

www.malonebailey.com

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

Houston, Texas

July 10, 2026

 

 F-2

  

 

 

MERIDIAN3
INDUSTRIALS ACQUISITION CORP

BALANCE
SHEET

JULY 6,
2026

 

 
 Assets 
   

 
 Current
 Assets 
    

 
 Cash 
 $1,537,045 

 
 Prepaid
 expenses 
  10,200 

 
 Total
 Current Assets 
  1,547,245 

 
   
    

 
 Cash
 held in Trust Account 
  201,250,000 

 
 Total
 Assets 
 $202,797,245 

 
   
    

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

 
   
    

 
 Liabilities 
    

 
 Current
 Liabilities 
    

 
 Accrued
 expenses 
 $76,194 

 
 Accrued
 offering costs 
  116,436 

 
 Advances
 from related parties 
  1,367 

 
 Total
 Current Liabilities 
  193,997 

 
   
    

 
 Deferred underwriting
 fee 
  8,575,000 

 
 Total
 Liabilities 
  8,768,997 

 
   
    

 
 Commitments
 and contingencies (Note 6) 
    

 
   
    

 
 Class
 A ordinary shares subject to possible redemption, 20,125,000 shares at redemption value of $10.00 per share 
  201,250,000 

 
   
    

 
 Shareholders’
 Deficit 
    

 
 Preference
 shares, $0.0001 par value; 1,750,000 shares authorized; none issued or outstanding 
  — 

 
 Class A
 ordinary shares, $0.0001 par value; 175,000,000 shares authorized; none issued or outstanding (excluding 20,125,000 Class A ordinary
 shares subject to possible redemption) 
  — 

 
 Class B
 ordinary shares, $0.0001 par value; 17,500,000 shares authorized; 5,031,250 shares issued and outstanding 
  503 

 
 Additional
 paid-in capital 
  — 

 
 Accumulated
 deficit 
  (7,222,255)

 
 Total
 Shareholders’ Deficit 
  (7,221,752)

 
 Total
 Liabilities, Class A Ordinary Shares subject to Possible Redemption, and Shareholders’ Deficit 
 $202,797,245 

 

 

The
accompanying notes are an integral part of the financial statements.

 

 F-3

  

 

 

MERIDIAN3
INDUSTRIALS ACQUISITION CORP

NOTES
TO FINANCIAL STATEMENTS

JULY
6, 2026

 

NOTE 1. DESCRIPTION OF ORGANIZATION
AND BUSINESS OPERATIONS

 

Meridian3
Industrials Acquisition Corp (the “Company”) is a blank check company incorporated in the Cayman Islands on May 11,
2026. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited
to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and
emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
The Company may pursue an initial Business Combination in any business or industry but expect to
target opportunities and companies operating within the broader industrial technology sector, specifically focusing on Industry 4.0,
smart manufacturing, next-generation mobility, or related sectors.

 

As
of July 6, 2026, the Company had not commenced any operations. All activity for the period from May 11, 2026 (inception) through
July 6, 2026 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which
is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the
earliest. The Company will generate non-operating income in the form of interest and/or dividend income from the proceeds derived from
the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

 

The
registration statement for the Company’s Initial Public Offering was declared effective on July 1, 2026. On July 6, 2026, the Company
consummated the initial public offering (the “Initial Public Offering”) of 20,125,000 units (the “Units,” and,
with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 2,625,000
Units issued as a result of the full exercise by the underwriter of its over-allotment option, at $10.00 per Unit, generating gross proceeds
of $201,250,000, which is discussed in Note 3. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant
(the “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price
of $11.50 per share, subject to adjustment. Each Public Warrant will become exercisable 30 days after the completion of the initial
Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption
or liquidation.

 

The
Company’s sponsor is Meridian3 Partners Sponsor LLC (the “Sponsor”). Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of an aggregate of 5,500,000 private placement warrants (the “Private Placement
Warrants”) to the Sponsor and Cantor Fitzgerald & Co., the sole underwriter of the Initial Public Offering (“Cantor”),
at a price of $1.00 per Private Placement Warrant, or $5,500,000 in the aggregate, in a private placement. Of those 5,500,000 Private
Placement Warrants, the Sponsor purchased 3,750,000 Private Placement Warrants and Cantor purchased 1,750,000 Private Placement Warrants.

 

Transaction
costs amounted to $12,627,020, consisting of $3,500,000 of cash underwriting fees, $8,575,000 of deferred underwriting fees, and $552,020
of other offering costs.

 

The
Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net
balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the
income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company
will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting
securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no
assurance that the Company will be able to successfully complete a Business Combination.

 

Following
the closing of the Initial Public Offering, on July 6, 2026, an amount of $201,250,000 ($10.00 per Unit) from the net proceeds of
the sale of the Units and Private Placement Warrants was placed in the U.S.-based trust account (the “Trust
Account”), with Continental Stock Transfer & Trust Company acting as trustee. The
funds may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds
meeting certain conditions under Rule 2a 7 under the Investment Company Act, which invest only in direct U.S. government
treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating
the intended business combination. To mitigate the risk the Company might be deemed to be an investment company for purposes of the
Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at
any time (based on management team’s ongoing assessment of all factors related to the potential status under the Investment
Company Act), instruct the trustee to liquidate the investments held in the Trust Account and
instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank. Except with respect
to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds
from the Initial Public Offering and from a portion of the sale of the Private Placement Warrants   will not be released from
the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption
of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from
the closing of the Initial Public Offering (unless such period is extended by a vote of the Company's shareholders in a shareholder meeting)
or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject
to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder
vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing
of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s
Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect
to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited
in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the
claims of the Company’s public shareholders.

 

 F-4

  

 

 

NOTE 1. DESCRIPTION OF ORGANIZATION
AND BUSINESS OPERATIONS (cont.)

 

The
Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their Public Shares upon
the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial
Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will
seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in
its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business
Combination, including interest and/or dividend earned on the funds held in the Trust Account (which interest and/or dividend shall be
net of taxes paid or payable, excluding any 1% U.S. federal excise tax on stock repurchases under the Inflation Reduction Act of 2022,
or similar tax, that is imposed on us, if any), divided by the number of then outstanding Public Shares, subject to the limitations.
As of July 6, 2026, the amount in the Trust Account is $10.00 per Public Share.

 

The
Class A ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion
of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

 

The
Company will have only the duration of the Completion Window to complete the initial Business Combination  .
If the Company anticipates that it may be unable to consummate its initial Business Combination within the 24-month period, it may seek
shareholder approval to amend its amended and restated memorandum and articles of association to extend the date by which it must consummate
its initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion
Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest and/or
dividend earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares
and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other
distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject
to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants,
which will expire worthless if the Company fails to complete the initial Business Combination within the Completion Window.

 

The
Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they
have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5) and Public Shares in
connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder
Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum
and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection
with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination
within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial
Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their
Founder Shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be
entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if
the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets
outside the Trust Account; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial
Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

 

 F-5

  

 

 

NOTE 1. DESCRIPTION OF ORGANIZATION
AND BUSINESS OPERATIONS (cont.)

 

The
Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products
sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality
or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of
(i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation
of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided
that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all
rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the
Company’s indemnity of the underwriter of the Proposed Offering against certain liabilities, including liabilities under the Securities
Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification
obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations
and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that
the Sponsor would be able to satisfy those obligations.

 

NOTE 2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

 

Basis of Presentation

 

The
accompanying 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”).

 

Liquidity and
Capital Resources

 

In
connection with the Company’s assessment of going concern considerations in accordance with FASB 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 to operate its business. However, if the estimate of the costs of identifying a target business, undertaking
in-depth 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. Management has determined that upon the
consummation of the Initial Public Offering and the sale of the Private Placement Warrants, the Company has sufficient funds to finance
the working capital needs of the Company within one year from the date of issuance of the financial statements. As of July 6, 2026, the
Company had cash of $1,537,045 and working capital of $1,353,248.

 

Emerging Growth Company

 

As
an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the
auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote
on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.

 

 F-6

  

 

 

NOTE 2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (cont.)

 

Use of Estimates

 

The
preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements.

 

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

 

Cash and Cash
Equivalents

 

The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had $1,537,045 of cash and no cash equivalents as of July 6, 2026.

 

Cash Held in
Trust Account

 

As
of July 6, 2026, the assets held in the Trust Account, amounting to $201,250,000, were held in cash  .

 

Concentration
of Credit Risk

 

Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal 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, result of operations, and cash flows.

 

Offering Costs

 

The
Company complies with the requirements of the FASB ASC Topic 340-10-S99, “Other Assets and
Deferred Costs – SEC Materials,” and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering
costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20,
 “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into
its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between
Public Shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants
and then to the Public Shares. Offering costs allocated to Public Shares are charged to temporary equity and offering costs allocated
to the Public and Private Placement Warrants are charged to shareholders’ deficit as Public and Private Placement Warrants after
management’s evaluation are accounted for under equity treatment.

 

Income Taxes

 

The
Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach
to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between
the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted
tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

FASB
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 July 6, 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.

 

 F-7

  

 

 

NOTE 2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (cont.)

 

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.

 

Fair Value of Financial Instruments

 

The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair
Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

 

Warrants

 

The
Company accounted for the Public and Private Warrants issued in connection with the Initial Public Offering and the private placement
in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated
and classified the warrant instruments under equity treatment at their assigned values. As of July 6, 2026, there were 10,062,500 Public
Warrants and 5,500,000 Private Placement Warrants issued and outstanding.

 

Share-Based Payment Arrangements

 

The
Company accounts for share awards in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation,” which requires
that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the
underlying value of the share.

 

Costs
equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to
vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest
immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that
vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s
initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and
the award is forfeited.

 

Class A Ordinary
Shares Subject to Possible Redemption

 

The
Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s
liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In
accordance with FASB ASC Topic 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity
as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately
as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.
Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption
value. The change in the carrying value of the Public Shares will result in charges against additional paid-in capital (to the extent
available) and then accumulated deficit. Accordingly, as of July 6, 2026, the 20,125,000 Class A ordinary shares subject to possible
redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s
balance sheet. As of July 6, 2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled
in the following table:

 

 
 Gross proceeds 
 $201,250,000 

 
 Less: 
    

 
 Proceeds allocated to Public
 Warrants 
  (5,272,750)

 
 Public Shares issuance costs 
  (12,281,892)

 
 Plus: 
    

 
 Remeasurement of carrying
 value to redemption value 
  17,554,642 

 
 Class A ordinary shares
 subject to possible redemption, July 6, 2026 
 $201,250,000 

 

 

Recent Accounting Standards

 

Management
does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on the Company’s financial statements.

 

 F-8

  

 

 

NOTE 3. INITIAL PUBLIC OFFERING

 

Pursuant
to the Initial Public Offering on July 6, 2026, the Company sold 20,125,000 Units, including 2,625,000 Units as a result of the full
exercise by the underwriter of its over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $201,250,000.
Each Unit consists of one Public Share and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase
one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7). Each
Public Warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years
after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

 

NOTE 4. PRIVATE PLACEMENT

 

Simultaneously
with the closing of the Initial Public Offering, the Sponsor and Cantor pursuant to written agreements, purchased in a private placement
an aggregate of 5,500,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share,
at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $5,500,000. Of those 5,500,000 Private Placement
Warrants, the Sponsor purchased 3,750,000 Private Placement Warrants and Cantor purchased 1,750,000 Private Placement Warrants. Each
whole Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share,
subject to adjustment (see Note 7).

 

The
Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are
held by the Sponsor, Cantor or their permitted transferees, the Private Placement Warrants (i) are not redeemable by the Company, (ii) may
not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited
exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination,
(iii) may be exercised by the holders on cashless basis, (iv) are entitled to registration rights, and (v) with respect
to Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than five years from the commencement
of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).

 

NOTE 5. RELATED PARTY TRANSACTIONS

 

Founder Shares

 

On
May 13, 2026, the Sponsor was issued 5,031,250 Class B ordinary shares (the “Founder Shares”) for an aggregate
price of $25,000 paid to cover certain expenses on behalf of the Company. The Founder Shares include an aggregate of up to 656,250 Class B
ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option is not exercised
in full or in part, so that the Company’s initial shareholders will collectively own, on an as-converted basis, 20% of the Company’s
issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders do not purchase any Public Shares
in the Proposed Offering). On July 6, 2026, the underwriter exercised its over-allotment option in full as part of the closing of the
Initial Public Offering. As such, the 656,250 Founder Shares are no longer subject to forfeiture.

 

On
June 2, 2026, the Sponsor assigned and transferred an aggregate of 200,000 Founder Shares to directors, officers, and advisors (25,000
Founder Shares each). In addition, the Sponsor agreed to pay a cash compensation to Sir Ralf Speth (the Chairman of the Company)
and Dr. Stefan Berger (the Company's Chief Investment Officer) of $250,000 each after the completion of business combination, which the
Sponsor, in its sole discretion can also pay by transferring 25,000 Founder Shares each in lieu of such cash payment (as discussed in
Deferred Compensation Agreement). All Founder Shares assigned and transferred are in exchange for their services as directors, officers,
and advisors through the Company’s initial Business Combination, which shall be forfeited automatically without consideration if
the directors, officers, and advisors are no longer serving the Company on or prior to the initial Business Combination. The Founder
Shares assigned and transferred to the directors, officers, and advisors are in the scope of FASB ASC Topic 718. Under FASB ASC Topic
718, share-based compensation associated with equity classified awards is measured at fair value upon the assignment/grant date. The
total fair value of the 200,000 Founder Shares assigned and transferred to the directors, officers, and advisors was $1,000 or $0.005
per share. The Company established the initial fair value of Founder Shares assigned and transferred as the same price that the Sponsor
paid for Founder Shares. 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 Founder Shares times the assignment/grant date fair
value per share (unless subsequently modified) less the amount initially received for the assignment and transfer of Founder Shares.
As of July 6, 2026, the Initial Public Offering closing date, the Company determined that the initial Business Combination is not considered
probable and therefore no share-based compensation expense has been recognized.

 

 F-9

  

 

 

NOTE 5. RELATED PARTY TRANSACTIONS
(cont.)

 

The
Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary
shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business
Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after
the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A
ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other
agreements of the Company’s initial shareholders with respect to any Founder Shares (the “Lock-up”). Notwithstanding
the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for
share subdivisions, 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 (2) if the Company consummates a transaction
after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for
cash, securities or other property, the Founder Shares will be released from the Lock-up.

 

Promissory Note - Related Party

 

On
May 13, 2026, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial
Public Offering. The loan is non-interest bearing, unsecured and due at the earlier of September 30, 2026, or the closing of the
Initial Public Offering. As of July 6, 2026, the Company had borrowed $135,000 under the promissory note, which has been paid in full
by the Company at the closing of the Initial Public Offering. Borrowings under the promissory note are no longer available.

 

Advances from
Related Parties

 

As
of July 6, 2026, the Company had $1,367 outstanding borrowings under advances from related parties which consist of expenses paid by
a Company officer and the Sponsor on behalf of the Company. The advances from related parties are non-interest bearing and due
on demand.

 

Working
Capital Loans

 

In
order to finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or
certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working
Capital Loans”). If the Company completes the initial Business Combination, the Company will repay such loaned amounts. In the
event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust
Account to repay such loaned amounts, including the repayment of loans from the Sponsor to pay for any amount deposited to pay for any
extension of the time to complete the initial Business Combination, but no proceeds from the Trust Account would be used for such repayment.
Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post business combination entity, at a price
of $1.00 per Private Placement Warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants.
The terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist
with respect to such loans. As of July 6, 2026, no such Working Capital Loans were outstanding.

 

Administrative Services and Indemnification
Agreement

 

The
Company entered into an agreement with the Sponsor, commencing on July 1, 2026, the date that the Company’s securities are first
listed with Nasdaq, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the
Sponsor a monthly fee of $20,000 (“Services Fee”) for office space, administrative and,
personnel support services, subject to the following:

 

(a)Immediately
 Payable Portion – the portion of the monthly Services Fee equal to the Sponsor’s
 actual, documented out-of-pocket expenses incurred in providing the services for the relevant
 calendar month (the “Expense Portion”) shall be due and payable monthly in arrears
 within 5 business days following the end of each calendar month.

(b)Deferred
 Portion – to the extent that the Services Fee for any calendar month exceeds the Expense
 Portion for that month (such excess, the “Unspent Portion”), the Unspent Portion
 shall be deferred and shall not become due and payable until the consummation of a Business
 Combination. Upon consummation of a Business Combination on or prior to the termination date,
 the aggregate cumulative Unspent Portion accrued during the services period shall become
 immediately due and payable to the Sponsor.

 

 F-10

  

 

 

NOTE 5. RELATED PARTY TRANSACTIONS
(cont.)

 

(c)Forfeiture
 – if a Business Combination is not consummated on or prior to the termination date,
 the aggregate cumulative Unspent Portion accrued during the services period shall be automatically
 and irrevocably forfeited, and the Company shall have no obligation to pay any such amount
 to the Sponsor.

 

The
Company agrees to indemnify and hold harmless the Sponsor and its directors, officers, employees, principals, managers, partners, members,
shareholders, equityholders, control persons, affiliates, agents, advisors, consultants and representatives (the “Indemnitees”)
from any claims, losses, liabilities, obligations, causes of action, proceedings (whether pending or threatened), investigations, damages,
awards, settlements, judgments, decrees, fees, costs, penalties, amounts paid in settlement or expenses (including interest, assessments
and other charges in connection therewith and reasonable fees and disbursements of attorneys and other professional advisors and costs
of suit) arising out of or relating to any pending or threatened claim, action, suit, proceeding or investigation against any of them
or in which any of them may be a participant or may otherwise be involved (including as a witness) that arises out of or relates to (i)
the Initial Public Offering of the Company’s securities or the Company’s operations or conduct of its business (including,
for the avoidance of doubt, a Business Combination), (ii) in respect of any investment opportunities sourced by the Sponsor and its affiliates,
and/or (iii) any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any activities
of the Company or any express or implied association between the Sponsor, on the one hand, and the Company or any of its affiliates,
on the other hand. The Indemnitee will promptly notify the Company in writing of any indemnified claim provided that failure or delay
to give such notice shall not relieve the Company of its indemnification obligations hereunder to the extent such failure has not materially
prejudiced the indemnifying party. The Company will, at its expense, undertake the defense of such claim with attorneys of its own choosing
reasonably satisfactory in all respects to such Indemnitee, subject to the right of such Indemnitee to undertake such defense.

 

As
of July 6, 2026, $3,871 has been accrued for these services under accrued expenses in the Company’s balance sheet.

 

Deferred Compensation Agreement

 

On
June 2, 2026, the Sponsor entered into an agreement with the Chairman of the Company and the Company’s Chief Investment Officer
(collectively, the “Recipients”) for the services provided by them until Business Combination. The Sponsor agreed to pay
a cash compensation of $250,000 each for their services (“Deferred Cash Compensation”) only following upon the end of the
Lock-up period, or in lieu of Deferred Cash Compensation, the Sponsor may, in its sole discretion, assign and transfer 25,000 Founder
Shares each, subject to terms and conditions as set forth in the agreement. As of July 6, 2026, the Initial Public Offering closing date,
the Company determined that the initial Business Combination is not considered probable and therefore no share-based compensation expense
has been recognized in the Company’s balance sheet.

 

NOTE 6. COMMITMENTS AND CONTINGENCIES

 

Risks and Uncertainties

 

The
Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond
the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other
things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest
rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and
geopolitical instability, such as the military conflicts in the Middle East and Ukraine. The Company cannot at this time predict the
likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s
ability to complete an initial Business Combination.

 

Registration Rights

 

The holders of the Founder
Shares, Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and warrants that may
be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any
of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the
initial Business Combination pursuant to a registration rights agreement signed on July 1, 2026. The holders of these securities are entitled
to make up to three demands, excluding short-form demands, that the Company registers 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.
In addition, Cantor may participate in a piggyback registration only during the seven-year
period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with
the filing of any such registration statements.

 

 F-11

  

 

 

NOTE 6. COMMITMENTS AND CONTINGENCIES
(cont.)

 

Underwriting Agreement

 

The
underwriter had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,625,000 Units to
cover over-allotments, if any. On July 6, 2026, simultaneously with the closing of the Initial
Public Offering, the underwriter elected to fully exercise its over-allotment option to purchase an additional 2,625,000 Units at a
price of $10.00 per Unit.

 

The
underwriter is entitled to a cash underwriting discount of $3,500,000 (2.0% of the gross proceeds of the Units sold in the Initial Public
Offering, excluding any proceeds from Units sold pursuant to the underwriter’s over-allotment option), of which (i) $0.10 per Unit,
or $1,750,000 in the aggregate has been paid to the underwriter in cash, and (ii) $0.10 per Unit, or $1,750,000 in the aggregate has
been used by the underwriter to purchase 1,750,000 Private Placement Warrants. Additionally, the underwriter is entitled to a deferred
underwriting discount of 4.0% of the gross proceeds of the Proposed Public Offering held in the Trust Account other than those sold pursuant
to the underwriter’s over-allotment option and 6.0% of the gross proceeds sold pursuant to the underwriter’s over-allotment
option, or $8,575,000 in the aggregate upon the completion of the Company’s initial Business Combination subject to the terms of
the underwriting agreement executed on July 1, 2026.

 

NOTE 7. SHAREHOLDERS’
DEFICIT

 

Preference
shares - The Company is authorized to issue 1,750,000 preference shares with a par value
of $0.0001 per share. As of July 6, 2026, there were no preference shares issued or outstanding.

 

Class A
ordinary shares - The Company is authorized to issue 175,000,000 Class A ordinary
shares with a par value of $0.0001 per share. As of July 6, 2026, there were no Class A ordinary shares issued or outstanding, excluding
the 20,125,000 Class A ordinary shares subject to possible redemption.

 

Class B
ordinary shares - The Company is authorized to issue 17,500,000 Class B ordinary shares
with a par value of $0.0001 per share. On May 13, 2026, the Sponsor was issued 5,031,250 Founder Shares for an aggregate price of $25,000
paid to cover certain expenses on behalf of the Company, which includes an aggregate of up to 656,250 Founder Shares subject to forfeiture
by the Sponsor to the extent that the underwriter’s over-allotment option is not exercised in full or in part. On July 6, 2026,
the underwriter exercised its over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 656,250
Founder Shares are no longer subject to forfeiture. As of July 6, 2026, there were 5,031,250 Class B ordinary shares issued and
outstanding.

 

The
Founder Shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or at any
time prior thereto at the option of the holders thereof, on a one-for-one basis, subject to adjustment for share subdivisions, share
capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that
additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in
the Initial Public Offering and related to