IPO 及超額配股完成後，合共 1.1575 億美元存入信託賬戶，主要投資於美國國庫券或貨幣市場基金。

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(MARK ONE)

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

 

For the quarter ended April 30, 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: 001-42787

 

QuasarEdge Acquisition Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 
 Cayman Islands
  
 00-0000000 N/A 

 
 (State or other jurisdiction of
incorporation or organization)
  
 (I.R.S. Employer
Identification No.) 

 

 

1185 Avenue of the Americas, 3rd Floor

New York, NY 10036

(Address of principal executive offices)

 

Tel: (212) 612-1400

(Issuer’s telephone number)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 
 Large accelerated filer
 ☐
 Accelerated filer
 ☐ 

 
 Non-accelerated filer
 ☒
 Smaller reporting company
 ☒ 

 
  
  
 Emerging Growth Company
 ☒ 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒   No ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

 
 Title of each class
  
 Trading Symbol(s)
  
 Name of each exchange on which registered 

 
 Units, each consisting of one ordinary share, par value $0.0001, and one right entitling the holder to receive 1/4 of one ordinary share
  
 QRED U
  
 The New York Stock Exchange 

 
 Ordinary Shares, par value $0.0001 per share
  
 QRED
  
 The New York Stock Exchange 

 
 Rights to receive one-fourth (1/4) of one ordinary share
  
 QRED RT
  
 The New York Stock Exchange 

 

 

As of June 15, 2026, 16,040,000 Ordinary Shares,
including Ordinary Shares underlying the units, par value $0.0001 per share, were issued and outstanding. 

 

 

 

  

  

 

 

QuasarEdge Acquisition Corporation

 

FORM 10-Q FOR QUARTER ENDED APRIL 30, 2026

 

TABLE OF CONTENTS

 

 
  
  
  
  
 Page 

 
 PART I – FINANCIAL INFORMATION
  
   

 
  
  
   

 
 Item 1.
  
 Financial Statements
  
 1 

 
  
  
 Condensed Balance Sheets as of April 30, 2026 (Unaudited) and January 31, 2026
  
 1 

 
  
  
 Unaudited Condensed Statement of Operations for the Three Months Ended April 30, 2026
  
 2 

 
  
  
 Unaudited Condensed Statement of Changes in Shareholder’s (Deficit) Equity for the Three months Ended April 30, 2026
  
 3 

 
  
  
 Unaudited Condensed Statement of Cash Flows for the Three Months Ended April 30, 2026
  
 4 

 
  
  
 Notes to Unaudited Condensed Financial Statements
  
 5 

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

 
 Item 3.
  
 Quantitative and Qualitative Disclosures About Market Risk
  
 21 

 
 Item 4.
  
 Controls and Procedures
  
 21 

 
  
  
  
  
   

 
 PART II – OTHER INFORMATION
  
   

 
  
  
   

 
 Item 1.
  
 Legal Proceedings
  
 22 

 
 Item 1A.
  
 Risk Factors
  
 22 

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

 
 Item 3.
  
 Defaults Upon Senior Securities
  
 22 

 
 Item 4.
  
 Mine Safety Disclosures
  
 22 

 
 Item 5.
  
 Other Information
  
 22 

 
 Item 6.
  
 Exhibits
  
 23 

 
  
  
  
  
   

 
 SIGNATURES
  
 24 

 

 

 i

  

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

QUASAREDGE ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

 

 
  
  
  
  
  
  
  
  
  

 
  
  
 April 30,
2026
  
  
 January 31, 
2026
   

 
  
  
 (Unaudited)
  
  
  
   

 
 Assets:
  
  
  
  
  
  
  
   

 
 Current Assets
  
  
  
  
  
  
  
   

 
 Cash
  
 $
 810,746
  
  
 $
 1,248
   

 
 Advance-related party
  
  
 85,000
 
  
  
 -
   

 
 Prepaid expenses
  
  
 157,752
  
  
  
 250,000
   

 
 Total Current Assets
  
  
 1,053,498
  
  
  
 251,248
   

 
  
  
  
  
  
  
  
  
   

 
 Cash held in Trust Account
  
  
 115,726,407
  
  
  
 -
   

 
 Deferred offering costs
  
  
 -
  
  
  
 198,050
   

 
 Total Assets
  
 $
 116,779,905
  
  
 $
 449,298
   

 
  
  
  
  
  
  
  
  
   

 
 Liabilities and Shareholder’s (Deficit) Equity
  
  
  
  
  
  
  
   

 
 Current Liabilities
  
  
  
  
  
  
  
   

 
 Due to related party
  
 $
 5,309
  
  
 $
 5,309
   

 
 Promissory note – related party
  
  
 -
  
  
  
 465,000
   

 
 Accounts payable and accrued expenses
  
  
 32,756
  
  
  
 1,925
   

 
 Total Current Liabilities
  
  
 38,065
  
  
  
 472,234
   

 
  
  
  
  
  
  
  
  
   

 
 Commitments and Contingencies – see Note 6
  
  
  
  
  
  
  
   

 
 Ordinary shares subject to possible redemption, $0.0001 par value; 11,500,000 shares at redemption value of $10.06 per share
  
  
 115,726,407
  
  
  
 -
   

 
  
  
  
  
  
  
  
  
   

 
 Shareholder’s (Deficit) Equity
  
  
  
  
  
  
  
   

 
 Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 4,540,000 and 4,025,000 non-redeemable shares issued and outstanding as of April 30, 2026 and January 31, 2026, respectively
  
  
 454
  
  
  
 402
   

 
 Additional paid-in capital
  
  
 983,807
  
  
  
 24,598
   

 
 Retained earnings (Accumulated deficit)
  
  
 31,172
  
  
  
 (47,936
 ) 

 
 Total Shareholder’s Equity (Deficit)
  
  
 1,015,433
  
  
  
 (22,936
 ) 

 
 Total Liabilities and Shareholder’s (Deficit) Equity
  
 $
 116,779,905
  
  
 $
 449,298
   

 

 

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

 

 1

  

 

 

QUASAREDGE ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

 

 
  
  
  
  
  

 
  
  
 For the
Three Months Ended
April 30, 
2026
   

 
 Formation and operating costs
  
 $
 72,299
   

 
 Business combination expenses
  
  
 -
   

 
 Loss from operations
  
  
 (72,299
 ) 

 
  
  
  
  
   

 
 Other income:
  
  
  
   

 
 Interest earned on investments held in Trust Account
  
  
 151,407
   

 
 Net income (loss)
  
 $
 79,108
   

 
  
  
  
  
   

 
 Weighted average shares outstanding, ordinary shares subject to possible redemption - basic
  
  
 1,724,719
   

 
 Basic net income per share, ordinary shares subject to possible redemption
  
 $
 0.01
   

 
 Weighted average shares outstanding, ordinary shares subject to possible redemption - diluted
  
  
 2,155,899
   

 
 Diluted net income per share, ordinary shares subject to possible redemption
  
 $
 0.01
   

 
 Weighted average shares outstanding, non-redeemable ordinary shares - basic
  
  
 4,103,483
   

 
 Basic net income per share, non-redeemable ordinary shares
  
 $
 0.01
   

 
 Weighted average shares outstanding, non-redeemable ordinary shares - diluted
  
  
 4,114,480
   

 
 Diluted net income per share, non-redeemable ordinary shares
  
 $
 0.01
   

 

 

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

 

 2

  

 

 

QUASAREDGE ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY (DEFICIT)

 

FOR THE THREE MONTHS ENDED APRIL 30, 2026

 

 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  

 
  
  
  
  
  
  
  
  
 Additional
  
  
 (Accumulated
 Deficit)
  
  
 Total
Shareholder’s
   

 
  
  
 Ordinary Shares
  
  
 Paid-in
  
  
 Retained
  
  
 Equity
   

 
  
  
 Shares
  
  
 Amount
  
  
 Capital
  
  
 Earnings
  
  
 (Deficit)
   

 
 Balance – January 31, 2026
  
  
 4,025,000
  
  
 $
 402
  
  
 $
 24,598
  
  
 $
 (47,936
 )
  
 $
 (22,936
 ) 

 
 Issuance of Private Placement Units (including over-allotment)
  
  
 285,000
  
  
  
 29
  
  
  
 2,849,971
  
  
  
  
  
  
  
 2,850,000
   

 
 Issuance of Representative Shares (including over-allotment)
  
  
 230,000
  
  
  
 23
  
  
  
 357,857
  
  
  
  
  
  
  
 357,880
   

 
 Reversal of over-allotment option liability
  
  
  
  
  
  
  
  
  
  
 134,400
  
  
  
  
  
  
  
 134,400
   

 
 Ordinary
 shares subject to redemption (trust overfunding of $0.05 per unit)
  
  
  
  
  
  
  
  
  
  
 (575,000
 )
  
  
  
  
  
  
 (575,000
 )

 
 Issuance of Public Rights (including over-allotment), net of issuance cost
  
  
  
  
  
  
  
  
  
  
 4,193,705
  
  
  
  
  
  
  
 4,193,705
   

 
 Remeasurement of ordinary shares subject to possible redemption
  
  
  
  
  
  
  
  
  
  
 (6,001,724
 )
  
  
  
  
  
  
 (6,001,724
 ) 

 
 Net income
  
  
 -
  
  
  
 -
  
  
  
 -
  
  
  
 79,108
  
  
  
 79,108
   

 
 Balance – April 30, 2026
  
  
 4,540,000
  
  
 $
 454
  
  
 $
 983,807
  
  
 $
 31,172
  
  
 $
 1,015,433
   

 

 

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

 

 3

  

 

 

QUASAREDGE ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

 

 
  
  
  
  
  

 
  
  
 For the
Three Months Ended
April 30,
2026
   

 
 Cash Flows from Operating Activities:
  
  
  
   

 
 Net income
  
 $
 79,108
   

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

 
 Interest earned on investments held in Trust Account
  
  
 (151,407
 ) 

 
 Changes in operating assets and liabilities:
  
  
  
   

 
 Prepaid expenses
  
  
 92,248
   

 
 Advance - related party
  
  
 (85,000
 )  

 
 Accounts payable and accrued expenses
  
  
 30,831
   

 
 Net
 cash used in operating activities
  
  
 (34,220
 ) 

 
  
  
  
  
   

 
 Cash Flows from Investing Activities:
  
  
  
   

 
 Purchase of investments held in Trust Account
  
  
 (115,575,000
 ) 

 
 Net cash used in investing activities
  
  
 (115,575,000
 ) 

 
  
  
  
  
   

 
 Cash Flows from Financing Activities:
  
  
  
   

 
 Proceeds from initial public offering and over-allotment
  
  
 115,000,000
   

 
 Proceeds from private placement units
  
  
 2,850,000
   

 
 Proceeds from sponsor loans
  
  
 100,000
  

 
 Repayment of sponsor loans
  
  
 (565,000
 )

 
 Payment of offering costs and other financing cash flows
  
  
 (966,282
 ) 

 
 Net cash generated from financing activities
  
  
 116,418,718
   

 
  
  
  
  
   

 
 Net change in cash
  
  
 809,498
   

 
 Cash, beginning of period
  
  
 1,248
   

 
 Cash, end of period
  
 $
 810,746
   

 
  
  
  
  
   

 
 Supplemental disclosure of noncash investing and financing activities:
  
  
  
   

 
 Remeasurement of ordinary shares subject to possible redemption to redemption value
  
 $
 6,001,724
   

 
 Non-cash issuance of representative shares to underwriter
  
 $
 357,880
   

 

 

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

 

 4

  

 

 

QUASAREDGE ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

Note 1 — Organization, Business Operations

 

QuasarEdge Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated under the laws of the Cayman Islands with limited liability on August 8, 2025. The Company was 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 (“Business Combination”). The Company is not limited to a particular industry or sector 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’s sponsor is Aspira Capital Consulting Ltd (the “Sponsor”), a British Virgin Islands business company.

 

The registration statement for the Company’s initial public offering (“IPO”) was declared effective on April 13, 2026. On April 16, 2026, the Company consummated its initial public offering (the “IPO”) of 10,000,000 units (the “Units”). Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right entitling the holder to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000.

 

On April 17, 2026, the underwriters
exercised their over-allotment option in full to purchase an additional 1,500,000 units
at $10.00 per
unit, generating additional gross proceeds of $15,000,000.
The over-allotment closed on April 21, 2026. Simultaneously with the closing of the IPO, the Company consummated a private
placement (the “Private Placement”) in which Aspira Capital Consulting LTD (the “Sponsor”) purchased 270,000 units, and simultaneously with the closing of the over-allotment option, purchased an additional 15,000 units (collectively, the “Private Placement Units”) at a price of $10.00
per Private Placement Unit, generating total gross proceeds of $2,850,000.

 

As of April 30, 2026, the Company had not commenced any operations. All activity for the period from inception through April 30, 2026 related to the Company’s formation, the IPO, and activities necessary to identify and consummate a Business Combination. The Company will not generate operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and investments held in the Trust Account.

 

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the private placement units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There can be no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account, excluding taxes payable on interest earned on the Trust Account, at the time of the agreement to enter into an initial Business Combination. 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.

 

 5

  

 

 

Upon the closing of the IPO on April 16, 2026, $100,500,000 was deposited into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company as trustee (the “Trust Account”). Upon the closing of the over-allotment option on April 21, 2026, an additional $15,075,000 was deposited into the Trust Account, resulting in an aggregate of $115,575,000 deposited into the Trust Account. The funds held in the Trust Account are invested only in U.S. government treasury bills 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 and investing solely in U.S. government treasury obligations. As of April 30, 2026, cash and investments held in the Trust Account were $115,726,407, which included interest income earned on investments held in the Trust Account. The funds held in the Trust Account will be released only upon the earlier of: (i) the consummation of a Business Combination, or (ii) the Company’s failure to complete a Business Combination within the applicable period of time.

 

The Company will provide its holders of the outstanding Public Shares (the “Public shareholders”) 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 $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 its franchise and income tax obligations). The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO on April 16, 2026, in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

 

If the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “Initial Shareholders”) and the underwriters have agreed (a) to vote their Founder Shares, Private Shares (as defined in Note 4), and any Public Shares purchased during or after the IPO (other than Public Shares purchased outside of a redemption offer which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto) in favor of approving a Business Combination and (b) not to convert any shares (including the Founder Shares) in connection with a shareholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination.

 

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

 

The Initial Shareholders have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

 

 6

  

 

 

The Company has 15 months from April 16,
2026, to consummate its initial business combination (“Combination Period”). If the Company is unable to complete 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 (which interest shall be net of taxes payable),
divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s
board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law.

 

The Sponsor and the other Initial Shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares, and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or the other Initial Shareholders acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

 

In 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 vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per public share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of IPO 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.

 

Going Concern Consideration

 

As of April 30, 2026, the Company had $810,746 of cash and cash equivalents and $115,726,407 of cash and investments held in the Trust Account. The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination. In addition, the Company currently has until July 16, 2027 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.

 

 7

  

 

 

Note 2 — Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited interim financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for
interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules
and regulations of the SEC. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which
include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. They
should be read in conjunction with the Company’s audited financial statements for the period from August 8, 2025 (inception)
through January 31, 2026, as included in the Company’s registration statement and related filings with the SEC. The interim results
for the three months ended April 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year
ending January 31, 2027 or for any future periods.

 

Emerging Growth Company Status

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

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

 

Use of Estimates

 

In preparing these unaudited condensed financial statements in conformity with U.S. GAAP, the Company’s management makes 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 and the reported expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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.

 

 8

  

 

 

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 $810,746 and $1,248 in cash and cash equivalents as of April 30, 2026 and January 31, 2026, respectively.

 

Investments Held in Trust Account

 

As of April 30, 2026 and January 31, 2026, the Company had $115,726,407 and $0, respectively, in investments held in the Trust Account comprised of money market funds that invest in U.S. government securities.

 

Investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Earnings on investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying statement of operations. The estimated fair value of investments held in the Trust Account is determined using available market information.

 

Concentration of Credit Risk

 

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

 

Fair Value of Financial Instruments

 

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

 

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

 

 
  
 ●
 Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. 

 

 

 
  
 ●
 Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. 

 

 

 
  
 ●
 Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. 

 

 

 9

  

 

 

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of April 30, 2026 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

 

 
 Schedule of fair value hierarchy of the valuation inputs
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  

 
  
  
 April 30,
2026
  
  
 Quoted Prices in
Active Markets
(Level 1)
  
  
 Significant Other
Observable Inputs
(Level 2)
  
  
 Significant Other
Unobservable Inputs
(Level 3)
   

 
 Assets
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
   

 
 Investments held in Trust Account
  
 $
 115,726,407
  
  
 $
 115,726,407
  
  
  
 -
  
  
  
 -
   

 

 

Deferred Offering Costs

 

The Company complies with the requirements of ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A. As of April 30, 2026, deferred offering costs had been fully charged against the proceeds of the IPO and related equity instruments, and no deferred offering costs remained on the condensed balance sheet.

 

Ordinary Shares Subject to Possible Redemption

 

The Company accounts for its ordinary shares subject to possible redemption in accordance with ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption, if any, are classified as liability instruments and measured at fair value. Conditionally redeemable ordinary shares, including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain future events not solely within the Company’s control, are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity.

 

In accordance with ASC 480-10-S99, the Company classifies its ordinary shares subject to redemption outside of permanent equity because the redemption provisions are not solely within the control of the Company. The Company has elected to recognize changes in redemption value immediately as they occur and adjust the carrying amount of the redeemable ordinary shares to equal the redemption value at the end of each reporting period.

 

As of April 30, 2026, the Company had 11,500,000 ordinary shares subject to possible redemption, which were presented at redemption value as temporary equity, outside of the shareholders’ equity section of the condensed balance sheet.

 

The ordinary shares subject to possible redemption were as follows:

 

 
  Schedule of ordinary shares subject to possible redemption
  
  
  
  

 
 Gross proceeds from IPO
  
 $
 115,000,000
   

 
 Less:
  
  
  
   

 
 Proceeds allocated to Public Rights
  
  
 (4,255,000
 ) 

 
 Public shares issuance costs
  
  
 (1,595,317
 ) 

 
 Plus:
  
  
  
   

 
 Accretion of carrying value of redemption value
  
  
 6,001,724
   

 
 Ordinary shares subject to redemption (trust overfunding of $0.05 per unit)
  
  
 575,000
  

 
  
  
  
  
   

 
 Ordinary shares subject to possible redemption, April 30, 2026
  
 $
 115,726,407
   

 

 

 10

  

 

 

Rights Accounting

 

The Company accounts for rights as either equity-classified or liability-classified instruments based on an assessment of the rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. This assessment is conducted at the time of right issuance and as of each subsequent quarterly period end date while the rights are outstanding. As the rights to be issued upon the closing of the IPO and sale of Private Placement Units meet the criteria for equity classification under ASC 815, the rights are classified as equity.

 

Over-allotment Option Liability

 

The Company accounts for the over-allotment option as either an equity-classified or liability-classified instrument based on an assessment of the over-allotment option’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The Company accounted for the over-allotment option in accordance with ASC 815-40. The over-allotment option was not considered indexed to the Company’s own ordinary shares and, therefore, did not meet the criteria for equity classification. Accordingly, the Company initially recorded the over-allotment option as a liability.

 

On April 17, 2026, the underwriters exercised the over-allotment option in full to purchase 1,500,000 additional units at $10.00 per unit. The over-allotment option closed on April 21, 2026. As a result of the full exercise of the over-allotment option, the over-allotment option liability was reversed during the three months ended April 30, 2026. As of April 30, 2026, no over-allotment option liability remained outstanding.

 

Income Taxes

 

The Company accounts for income taxes under ASC 740. Based on the Company’s evaluation, there are no significant uncertain tax positions requiring recognition in the financial statements. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of April 30, 2026. There is currently no taxation imposed on income by the Government of the Cayman Islands; consequently, income taxes are not reflected in the Company’s financial statements.

 

Recent Accounting Pronouncements

 

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive
Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities
to disclose additional information about specific expense categories in the notes to the unaudited financial statements on an interim
and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after
December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

 

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

 

Note 3 — Initial Public Offering

 

On April 16, 2026, the Company consummated its initial public offering of 10,000,000 units at a price of $10.00 per unit, generating gross proceeds of $100,000,000. Each unit consists of one ordinary share and one right. Each right entitles the holder to receive one-fourth (1/4) of one ordinary share upon the consummation of a Business Combination. The Company will not issue fractional shares.

 

On April 17, 2026, the underwriters exercised their over-allotment option in full to purchase 1,500,000 additional units at a price of $10.00 per unit, generating additional gross proceeds of $15,000,000. The over-allotment closed on April 21, 2026. As a result, the Company issued an aggregate of 11,500,000 public units in the IPO and over-allotment, generating aggregate gross proceeds of $115,000,000.

 

 11

  

 

 

Note 4 — Private Placement

 

Simultaneously with the closing of the IPO on April 16, 2026, the Sponsor purchased an aggregate of 270,000 private placement units at a price of $10.00 per unit, for an aggregate purchase price of $2,700,000. On April 21, 2026, simultaneously with the closing of the underwriters’ over-allotment option, the Sponsor purchased an additional 15,000 private placement units at a price of $10.00 per unit, generating additional gross proceeds of $150,000. As a result, the Sponsor purchased an aggregate of 285,000 private placement units for aggregate gross proceeds of $2,850,000.

 

Each private placement unit consists of one ordinary share and one right. Each right entitles the holder to receive one-fourth (1/4) of one ordinary share upon the consummation of a Business Combination. The private placement units are identical to the public units sold in the IPO, except with respect to certain registration rights and transfer restrictions.

 

If the Company does not complete a Business Combination within the Combination Period, the private placement units and all underlying securities will expire worthless. The private placement units and all underlying securities will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain exceptions.

 

Note 5 — Related Party Transactions

 

Founder Shares

 

On August 25, 2025, the Company entered
into a subscription agreement with the Sponsor for the purchase of 2,415,000
ordinary shares for an aggregate purchase price of $25,000.
 In connection with the upsizing of the IPO, in February 2026, the Sponsor acquired an additional 1,610,000 ordinary shares
for nominal consideration, resulting in an aggregate of 4,025,000 Founder Shares outstanding prior to the IPO, or approximately $0.0062
per ordinary share.

 

In connection with the IPO, up to 525,000 Founder Shares were subject
to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full. On April 17, 2026, the underwriters
exercised the over-allotment option in full, and the over-allotment closed on April 21, 2026. Accordingly, as of April 30, 2026, no Founder
Shares were subject to forfeiture.

 

The Initial Shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier of: (i) six months after the completion of the Company’s initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after its initial Business Combination that results in all public shareholders having the right to exchange their ordinary shares for cash, securities or other property. The Initial Shareholders have also agreed not to transfer any ownership interest in the private placement units, except to permitted transferees, until at least 30 days following the completion of the initial Business Combination.

 

Advance — Related Party

 

Prior to the closing of the IPO, the Company provided $85,000 to the Sponsor for the purchase of Directors and Officers Liability insurance. As of April 30, 2026, the remaining $85,000 was outstanding and recorded as Advance — Related Party. Subsequent to April 30, 2026, the Sponsor is expected to repay the $85,000 advance to the Company.

 

Promissory Note — Related Party

 

On August 25, 2025, December 7, 2025, and March 4, 2026, the Sponsor agreed to loan the Company up to an aggregate amount of $200,000, $500,000 and $100,000, respectively, through three promissory notes, to be used, in part, for transaction costs incurred in connection with the IPO. The promissory notes are unsecured, interest-free and due on the date on which the Company closes the IPO. The total outstanding balance of $565,000 under the promissory notes were repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account on April 16, 2026.

 

 12

  

 

 

Working Capital Loans

 

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, the Company’s officers and directors, or their affiliates or designees may, but are not obligated to, loan the Company funds from time to time. If the Company completes its initial Business Combination, it would repay such loaned amounts. If 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 amounts, but no proceeds from the Trust Account would be used for such repayment.

 

Up to $1,500,000 of such working capital loans may be convertible into private placement units at a price of $10.00 per unit, at the option of the lender, upon consummation of the initial Business Combination. The units would be identical to the private placement units.

 

As of April 30, 2026 and January 31, 2026, the Company had no borrowings under the