, /PRNewswire/ -- BOXABL Inc., a pioneering leader in revolutionary modular housing solutions, which is currently in a S-4 registration process for its previously announced merger with FG Merger II Corp. (NASDAQ: FGMC), proudly announces two new contracts with Innovate ADU, one of its preferred builders in California. These include a 51-unit agreement with Grace Bible Church-Rialto and a 20-unit contract with Gateway Christian in San Bernardino, California, marking significant milestones in its rapidly expa ...

Core Insights - BOXABL Inc. has made a significant donation of 6,250,000 shares of its stock, valued at approximately $5 million, to Catholic Charities USA, highlighting its commitment to addressing the housing crisis [1][2][3] - The donation aligns with BOXABL's mission to provide affordable and sustainable housing solutions and reflects the personal dedication of Co-Founder and Co-CEO Galiano Tiramani [2][5] - BOXABL is advancing towards a public listing through a merger with FG Merger II Corp., which will create a publicly traded company under the ticker "BXBL" [2][5] Company Overview - BOXABL is focused on revolutionizing the housing industry with factory-built modular homes that emphasize affordability, sustainability, and rapid deployment [5] - The company is valued at $3.5 billion as it approaches its public debut via the SPAC merger [5] - BOXABL's growth strategy includes leveraging patented technology to meet global demand for modular housing solutions [4][5] Donation Details - The donation is a strategic gift intended to enhance the impact of Catholic Charities USA, allowing the organization to benefit from BOXABL's future growth [3][4] - The shares donated are not a sale and do not affect BOXABL's capital structure or merger plans [4] - The donation will be disclosed in upcoming SEC filings, including amendments to the S-4 registration statement [3]

Accessibility StatementSkip Navigation LAS VEGAS, Sept. 30, 2025 /PRNewswire/ -- BOXABL Inc. ("BOXABL" or the "Company"), one of the leaders in innovative housing solutions, today announced the release of a video message from one of its Founders and co-Chief Executive Officer Paolo Tiramani addressing key questions and insights surrounding the Company's potential upcoming merger with FG Merger II Corp. (Nasdaq: FGMC), a special purpose acquisition company ("SPAC"). Continue Reading Galiano Tiramani and Paol ...

Continue Reading BOXABL Casita Interior The partnership leverages BOXABL's flagship Casita—a 361-square-foot modular home designed for rapid assembly, energy efficiency, and seamless integration into natural environments—to power Horizons Getaways' vision of sustainable luxury. Besides staying in the most comfortable, fully equipped Casitas, guests will have access to a luxurious spa with saunas, steam rooms, pools, and more, plus a clubhouse with a professional kitchen, stage, and everything needed for the ...

Accessibility StatementSkip Navigation LAS VEGAS and ITASCA, Ill., Sept. 18, 2025 /PRNewswire/ -- Boxabl Inc. ("BOXABL"), a leader in innovative housing solutions, and FG Merger II Corp. (Nasdaq: FGMC, FGMCR, FGMCU) ("FGMC"), a publicly traded special purpose acquisition company, today announced the filing with the United States Securities and Exchange Commission (the "SEC") of a registration statement on Form S-4 (the "Registration Statement") in connection with the previously announced merger of the two ...

Core Insights - Boxabl Inc. has acquired 10 Bitcoin as part of its treasury reserve strategy, which was first announced in May 2025, highlighting the company's commitment to diversifying its financial reserves [1][2] - The purchase of Bitcoin is aimed at hedging against inflation, diversifying the portfolio, and preserving long-term value, with the 10 BTC acquired at an average price of approximately $107,800 each [2] - Boxabl is in the process of merging with FG Merger II Corp., which will allow it to become a publicly traded company on Nasdaq with a valuation of approximately $3.5 billion [3] Financial Position - The company has raised over $230 million from more than 50,000 investors, strengthening its financial foundation for long-term growth [3][4] - The integration of Bitcoin into its treasury reflects a forward-thinking financial strategy, reinforcing confidence in Bitcoin's long-term value [3] Operational Goals - Boxabl aims to balance traditional assets with innovative investments, including Bitcoin, to support its operational goals, particularly in producing its flagship Casita modular home and expanding into new markets [3] - The company's patented technology focuses on affordability, sustainability, and scalability in the housing industry [4]

Core Viewpoint - Boxabl Inc. has signed a definitive merger agreement with FG Merger II Corp, marking a significant step towards becoming a publicly listed company on Nasdaq under the symbol "BXBL" [1][6] Company Overview - Boxabl is focused on transforming the housing market with modular building systems aimed at delivering affordable, high-quality homes quickly. Its flagship product, the Casita, is a 361 square foot studio unit that can be set up in less than an hour [5] - The company has raised over $230 million from over 50,000 investors, indicating strong interest in its innovative housing solutions [1][5] Merger Details - The merger will involve FG Merger II Corp issuing 350 million shares to Boxabl, valuing the company at $3.5 billion. Existing shareholders of Boxabl will roll 100% of their equity into the combined entity [7] - The transaction does not include a minimum cash condition, which may facilitate a smoother merger process [7] Leadership and Future Plans - Boxabl will continue to be led by its founders and Co-CEOs, Paolo and Galiano Tiramani, post-merger. The merger is expected to enhance Boxabl's production capabilities and allow for increased investment in research and development [2][7] - The partnership with FG Merger II Corp is seen as a strategic move to access greater capital and expand Boxabl's platform for delivering affordable housing solutions at scale [2]

[PART I – FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This part presents the unaudited financial statements, management's discussion, market risk disclosures, and controls and procedures for the company [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited financial statements for FG Merger II Corp. as of June 30, 2025, including balance sheet, operations, equity changes, cash flows, and detailed explanatory notes [Balance Sheet](index=3&type=section&id=Balance%20Sheet) This table provides a snapshot of the company's assets, liabilities, and stockholders' equity at specific reporting dates | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :-------------------------- | :-------------------------- | :-------------------------- | | Cash | $517,813 | $46,285 | | Cash held in trust account | $81,628,583 | — | | Total Assets | $82,295,308 | $169,035 | | Total Liabilities | $298,486 | $171,667 | | Total Stockholders' Equity | $368,239 | $(2,632) | [Statement of Operations](index=4&type=section&id=Statement%20of%20Operations) This table details the company's revenues, expenses, and net income or loss over specific reporting periods | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $897,385 | $(2,182) | | Investment income on trust account | $1,402,254 | — | | Basic income per share, redeemable shares | $0.207 | $(0.001) | | Diluted income per share, redeemable shares | $0.186 | — | | Basic loss per non-redeemable share | $(0.211) | $(0.001) | | Basic and diluted loss per non-redeemable share | $(0.199) | $(0.0010) | | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :---------------------------------- | :------------------------------- | :------------------------------- | | Net income (loss) | $582,035 | $(885) | | Investment income on trust account | $842,499 | — | | Basic income per share, redeemable shares | $0.071 | $(0.0004) | | Diluted income per share, redeemable shares | $0.065 | — | | Basic loss per non-redeemable share | $0.005 | $(0.0004) | | Basic and diluted loss per non-redeemable share | $0.005 | $(0.0004) | [Statement of Changes in Stockholders' Equity](index=5&type=section&id=Statement%20of%20Changes%20in%20Stockholders%27%20Equity) This table outlines the changes in the company's equity components, including common stock, additional paid-in capital, and accumulated deficit | Event | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity | | :------------------------------------------------ | :-------------------- | :------------------ | :------------------------- | :-------------------- | :------------------------- | | Balance at December 31, 2024 (audited) | 2,300,000 | $230 | $26,436 | $(29,298) | $(2,632) | | Sale of 8,000,000 units in IPO | 8,000,000 | $800 | $79,999,200 | — | $80,000,000 | | Sale of 248,300 units in private placement | 248,300 | $24 | $2,482,976 | — | $2,483,000 | | Sale of 1,000,000 $15 strike warrants in private placement | — | — | $100,000 | — | $100,000 | | Net Income (March 31, 2025) | — | — | — | $315,350 | $315,350 | | Net Income (June 30, 2025) | — | — | — | $582,035 | $582,035 | | Balance at June 30, 2025 | 10,295,800 | $259 | — | $367,980 | $368,239 | [Statement of Cash Flows](index=6&type=section&id=Statement%20of%20Cash%20Flows) This table summarizes the cash inflows and outflows from operating, investing, and financing activities over specific periods | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $1,006,963 | $(1,503) | | Net cash used in investing activities | $(81,628,583) | — | | Net cash provided by financing activities | $81,093,148 | — | | Net increase in cash | $471,528 | $(1,503) | | Cash at end of period | $517,813 | $54,745 | [NOTES TO THE FINANCIAL STATEMENTS](index=7&type=section&id=NOTES%20TO%20THE%20FINANCIAL%20STATEMENTS) This section provides detailed explanations and additional information supporting the financial statements [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=7&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) This note describes the company's formation, purpose, IPO, private placement, and trust account details - FG Merger II Corp. is a blank check company incorporated on September 20, 2023, for the purpose of a business combination, primarily focusing on the financial services industry[19](index=19&type=chunk)[20](index=20&type=chunk) - The company consummated its IPO on January 30, 2025, selling **8,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$80,000,000**[22](index=22&type=chunk) - Simultaneously, a private placement generated **$2,483,000** from private units and **$100,000** from **$15 private warrants**[23](index=23&type=chunk) - An amount of **$80,800,000** (**$10.10 per Unit**) from the IPO and private placement proceeds was placed in a trust account, invested in a money market fund[27](index=27&type=chunk) - The company has **24 months** from the IPO closing to complete a Business Combination, otherwise, it will redeem **100%** of outstanding Public Shares[34](index=34&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the key accounting principles and methods used in preparing the financial statements - The financial statements are presented in U.S. Dollars in conformity with GAAP and SEC rules[36](index=36&type=chunk) - The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[37](index=37&type=chunk)[38](index=38&type=chunk) - As of June 30, 2025, assets in the Trust Account were primarily invested in a money market fund focused on U.S. Treasury obligations. The company withdrew **$573,671** of interest income for working capital during the six months ended June 30, 2025[41](index=41&type=chunk) - Deferred offering costs of **$1,481,032** (including **$750,000** underwriting fee and **$250,000** advisor fee) were charged to shareholders' equity upon IPO completion[42](index=42&type=chunk) - Common stock subject to possible redemption is classified as temporary equity at redemption value, with changes recognized immediately[43](index=43&type=chunk)[44](index=44&type=chunk) - The company estimated **$294,474** in income tax expense on income earned in the Trust Account as of June 30, 2025[47](index=47&type=chunk) - The company operates as one operating segment and adopted ASU 2023-07 (Segment Reporting) on January 31, 2025, resulting in disclosure changes only[55](index=55&type=chunk)[56](index=56&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=17&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note details the terms and proceeds of the company's initial public offering - On January 30, 2025, the company consummated its IPO, selling **8,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$80,000,000**[57](index=57&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=17&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) This note describes the concurrent private placement of units and warrants - Simultaneously with the IPO, the Sponsor and Ramnaraine Jaigobind purchased **248,300 private units** at **$10.00 each**, generating **$2,483,000**[58](index=58&type=chunk) - The Sponsor also purchased **1,000,000 $15 Private Warrants** at **$0.10 each**, for an aggregate purchase price of **$100,000**[58](index=58&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=17&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note discloses transactions and agreements between the company and its related parties - Initially, **2,156,250 Founder Shares** were issued to the Sponsor for **$25,000**. Due to the underwriters' over-allotment option termination, **300,000 Founder Shares** were forfeited, leaving **2,000,000** outstanding as of June 30, 2025[59](index=59&type=chunk)[61](index=61&type=chunk) - The company had two promissory notes with the Sponsor: an initial **$125,000** note and an unsecured **$417,000** note (bearing **12% interest**). Both notes were fully repaid by April 1, 2025, with no outstanding balance as of June 30, 2025[63](index=63&type=chunk)[64](index=64&type=chunk) - An administrative services agreement with the Sponsor entails a monthly fee of **$15,000**, with **$90,000** paid as of June 30, 2025[65](index=65&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=19&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's contractual obligations and potential future liabilities - Holders of Founder Shares, Private Units, and **$15 Private Warrants** are entitled to registration rights, with the company bearing filing expenses[67](index=67&type=chunk) - The underwriters' over-allotment option for **1,200,000 units** was terminated on February 5, 2025[68](index=68&type=chunk) - A **$750,000** underwriting discount was paid at IPO closing, and **3.5%** deferred underwriting commissions are due upon Business Combination completion[69](index=69&type=chunk)[70](index=70&type=chunk) - The financial advisor received **$250,000** and **25,000 Advisor Units** at IPO closing[71](index=71&type=chunk) [NOTE 7. STOCKHOLDERS' EQUITY](index=21&type=section&id=NOTE%207.%20STOCKHOLDERS%27%20EQUITY) This note provides details on the company's common shares, rights, and warrants outstanding - As of June 30, 2025, there were **2,295,800 common shares** outstanding (excluding **8,000,000 redeemable shares**)[73](index=73&type=chunk) - Total rights outstanding were **829,580**, including **800,000 Public Rights**[73](index=73&type=chunk) - There are **1,000,000 $15 Private Warrants** outstanding, exercisable at **$15.00 per share** for **10 years** from the Business Combination date[74](index=74&type=chunk) [NOTE 8. SUBSEQUENT EVENTS](index=21&type=section&id=NOTE%208.%20SUBSEQUENT%20EVENTS) This note reports significant events that occurred after the balance sheet date - On July 21, 2025, the company made a final withdrawal of **$626,329** from the Trust Account for working capital purposes, bringing the aggregate withdrawal to **$1,200,000**[76](index=76&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of the company's financial condition, operational results, liquidity, and critical accounting policies [Overview](index=22&type=section&id=Overview) This section introduces the company's nature as a blank check entity and its operational status - FG Merger II Corp. is a blank check company formed on September 20, 2023, to pursue a business combination, with an intended focus on the financial services industry[79](index=79&type=chunk)[80](index=80&type=chunk) - As of June 30, 2025, the company had not commenced operations and generates non-operating income from interest on IPO proceeds held in a trust account[81](index=81&type=chunk) [Recent Developments](index=22&type=section&id=Recent%20Developments) This section highlights the company's recent IPO, private placement, and trust account funding activities - The company consummated its IPO on January 30, 2025, selling **8,000,000 units** at **$10.00 per unit**, generating **$80,000,000** in gross proceeds[82](index=82&type=chunk) - A concurrent private placement generated **$2,483,000** from private units and **$100,000** from **$15 private warrants**[83](index=83&type=chunk)[84](index=84&type=chunk) - **$80,800,000** from the IPO and private placement was placed in a trust account, to be used for a business combination within **24 months**[88](index=88&type=chunk)[94](index=94&type=chunk) - The Business Combination must have a fair market value of at least **80%** of the net assets in the Trust Account[87](index=87&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, focusing on income and expenses over specific periods - The company reported net income for the three and six months ended June 30, 2025, primarily from investment income in the Trust Account, contrasting with net losses in the prior year[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :---------------------------------- | :------------------------------- | :----------------------------- | | Net income | $582,035 | $897,385 | | Investment income on Trust Account | $842,499 | $1,402,254 | | General and administrative expenses | $83,539 | $210,395 | | Income tax expense | $176,925 | $294,474 | | Metric | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | | :---------------------------------- | :------------------------------- | :----------------------------- | | Net loss | $(885) | $(2,182) | | General and administrative expenses | $885 | $2,182 | [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash position, sources of liquidity, and capital management - As of June 30, 2025, the company had a cash balance of **$517,813**[100](index=100&type=chunk) - Liquidity was primarily provided by the **$80,000,000** IPO proceeds and **$2,583,000** from private placements, with **$80,800,000** placed in the Trust Account and approximately **$2,200,000** retained for working capital[102](index=102&type=chunk)[103](index=103&type=chunk) - The company withdrew **$573,671** from the Trust Account for working capital as of June 2025, with a total withdrawal limit of **$1,200,000**[104](index=104&type=chunk) - Promissory notes from the Sponsor totaling **$125,000** and **$417,000** were fully repaid by June 30, 2025[100](index=100&type=chunk)[101](index=101&type=chunk) [Off-Balance Sheet Arrangement](index=27&type=section&id=Off-Balance%20Sheet%20Arrangement) This section addresses any off-balance sheet financial commitments or arrangements - The company had no off-balance sheet arrangements as of June 30, 2025[106](index=106&type=chunk) [Contractual Obligations](index=27&type=section&id=Contractual%20Obligations) This section details the company's commitments arising from various agreements and arrangements - The company is obligated to bear expenses for registration rights of Founder Shares, Private Units, and **$15 Private Warrants** holders[107](index=107&type=chunk) - The underwriters' over-allotment option was terminated on February 5, 2025. A **$750,000** underwriting discount was paid at IPO closing, with **3.5%** deferred underwriting commissions due upon Business Combination completion[108](index=108&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk) - The financial advisor received **$250,000** and **25,000 Advisor Units** at IPO closing[111](index=111&type=chunk) [Related Party Transactions](index=29&type=section&id=Related%20Party%20Transactions) This section describes transactions between the company and its affiliates or key personnel - Initial Founder Shares issued to the Sponsor totaled **2,156,250**, with **300,000 shares** forfeited due to the underwriters' over-allotment option termination, resulting in **2,000,000 Founder Shares** outstanding as of June 30, 2025[112](index=112&type=chunk)[114](index=114&type=chunk) - Two promissory notes from the Sponsor, for **$125,000** and **$417,000**, were fully repaid by April 1, 2025[116](index=116&type=chunk)[117](index=117&type=chunk) - The company has an administrative services agreement with the Sponsor for a monthly fee of **$15,000**, with **$90,000** paid as of June 30, 2025[118](index=118&type=chunk) [Critical Accounting Policies](index=31&type=section&id=Critical%20Accounting%20Policies) This section explains the significant accounting policies and estimates used in financial reporting - The financial statements adhere to GAAP and SEC rules, and the company, as an emerging growth company, utilizes the extended transition period for new accounting standards[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) - Deferred offering costs of **$1,481,031** were charged to shareholders' equity upon IPO completion[127](index=127&type=chunk) - Marketable securities in the Trust Account are primarily invested in U.S. Treasury obligation money market funds, with **$573,671** withdrawn for working capital by June 30, 2025[128](index=128&type=chunk) - Common stock subject to possible redemption is classified as temporary equity, and income tax expense of **$294,474** was estimated on Trust Account income as of June 30, 2025[129](index=129&type=chunk)[133](index=133&type=chunk) - The company uses a two-class methodology for earnings per share calculation and determines the fair value of marketable securities in the Trust Account using Level 1 inputs[134](index=134&type=chunk)[139](index=139&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, FG Merger II Corp. is exempt from providing quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[142](index=142&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the company's disclosure controls and procedures and reports on any changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=35&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section reports on the effectiveness of the company's disclosure controls and procedures - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[144](index=144&type=chunk) [Changes in Internal Control Over Financial Reporting](index=35&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section addresses any material changes in the company's internal control over financial reporting - There were no material changes in the company's internal control over financial reporting during the three months ended June 30, 2025[145](index=145&type=chunk) [PART II – OTHER INFORMATION](index=36&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This part includes disclosures on legal proceedings, equity sales, and other miscellaneous information relevant to the company [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - The company has no legal proceedings[147](index=147&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, FG Merger II Corp. is not required to provide risk factor disclosures - The company is a smaller reporting company and is not required to provide risk factor information[148](index=148&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered equity sales, including Founder Shares and private placements, and the use of IPO proceeds - Initially, **2,156,250 Founder Shares** were issued to the Sponsor for **$25,000**. Following the termination of the underwriters' over-allotment option, **300,000 Founder Shares** were forfeited, leaving **2,000,000** outstanding as of June 30, 2025[149](index=149&type=chunk)[151](index=151&type=chunk) - The IPO on January 30, 2025, generated gross proceeds of **$80,000,000** from the sale of **8,000,000 units**[152](index=152&type=chunk) - A private placement concurrent with the IPO generated **$2,483,000** from private units and **$100,000** from **$15 private warrants**[153](index=153&type=chunk) - **$80,800,000** from the IPO and private placement was placed in the Trust Account. The company paid **$750,000** in underwriting fees, **$250,000** in advisor fees, and approximately **$482,000** for other IPO-related costs[155](index=155&type=chunk)[156](index=156&type=chunk) [Item 3. Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - The company has no defaults upon senior securities[157](index=157&type=chunk) [Item 4. Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine safety disclosures are not applicable to the company[158](index=158&type=chunk) [Item 5. Other Information](index=38&type=section&id=Item%205.%20Other%20Information) The company reported no other information - The company has no other information to report under this item[159](index=159&type=chunk) [Item 6. Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report, including various certifications and XBRL documents - Exhibits include certifications from the Principal Executive Officer and Principal Financial Officer (**31.1, 31.2, 32.1*, 32.2***)[161](index=161&type=chunk) - XBRL documents (Instance, Taxonomy Extension Calculation, Schema, Definition, Labels, Presentation Linkbase Documents) are filed[161](index=161&type=chunk) - A Cover Page Interactive Data File (formatted as Inline XBRL) is included[161](index=161&type=chunk) [SIGNATURES](index=40&type=section&id=SIGNATURES) This section includes the official signatures certifying the accuracy of the report - The report was signed on July 25, 2025, by Hassan R. Baqar, Chief Financial Officer[164](index=164&type=chunk)

IPO and Financial Proceeds - The Company completed its IPO on January 30, 2025, selling 8,000,000 units at $10.00 per unit, generating gross proceeds of $80,000,000[84]. - The Company placed $80,800,000 from the IPO proceeds into a Trust Account, which is invested in a money market fund[90]. - The underwriters were paid an underwriting discount of $750,000 at IPO closing, and they received 40,000 private units for a nominal price of $100[111][112]. - The company incurred deferred offering costs amounting to $1,481,031, which includes $750,000 in underwriting fees and $250,000 in advisor fees, charged to shareholders' equity upon IPO completion[131]. Financial Performance - The Company reported a net income of $315,350 for the three months ended March 31, 2025, consisting of $559,755 in investment income and $126,856 in general and administrative expenses[101]. - The Company incurred $117,549 in income tax expense for the three months ended March 31, 2025[101]. - As of March 31, 2025, the company estimated an income tax expense of $117,549 on income earned in the Trust Account[138]. Cash and Debt Management - As of March 31, 2025, the Company held a cash balance of $550,056 and had an outstanding promissory note balance of $160,000[102][103]. - As of March 31, 2025, the company had $125,000 outstanding under promissory notes issued to the Sponsor, with a total borrowing capacity of $150,000[119]. - The Company has withdrawn $261,935 from the Trust Account for working capital needs as of March 31, 2025[106]. - As of March 31, 2025, the company had no cash equivalents and withdrew $261,935 from the Trust Account for working capital purposes during the quarter[130][132]. - The Company has no off-balance sheet arrangements as of March 31, 2025, indicating no hidden liabilities[108]. Business Strategy - The Company intends to focus on businesses in the financial services industry for potential Business Combinations[82]. - The Company has until January 30, 2027, to complete a Business Combination, or it will redeem 100% of the outstanding Public Shares[98]. - The Sponsor and certain affiliates may provide Working Capital Loans to finance transaction costs for a Business Combination, but no such loans were outstanding as of March 31, 2025[107]. - The Company will not generate operating revenues until after the completion of its initial Business Combination[83]. Shareholder and Equity Information - The company issued a dividend of approximately 0.066 Founder Shares for every issued and outstanding Founder Share, increasing the total to 2,300,000 Founder Shares[116]. - The company has agreed to pay the Sponsor a monthly fee of $15,000 under an administrative services agreement, totaling $45,000 paid as of March 31, 2025[121]. - The company recognizes changes in the redemption value of its common stock immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[135]. - The company has no unrecognized tax benefits as of March 31, 2025, and is not aware of any issues under review that could result in significant payments or accruals[137].

Financial Performance - The Company reported a net loss of $25,850 for the year ended December 31, 2024, primarily due to $23,000 in audit-related expenses and other general and administrative expenses[89]. - The Company had 2,300,000 founder shares outstanding as of December 31, 2024, impacting net loss per share calculations[111]. - There was no provision for income taxes for the year ended December 31, 2024[110]. Liquidity and Capital Structure - As of December 31, 2024, the Company held a cash balance of $46,285, with liquidity needs satisfied through $25,000 proceeds from the Sponsor and a $125,000 loan from the Sponsor[90]. - The Company issued a promissory note allowing borrowing up to $150,000, with $125,000 outstanding as of December 31, 2024[99]. - The Trust Account will hold $10.10 per Unit sold in the Proposed Offering, invested in U.S. government securities until a Business Combination is consummated or funds are distributed[79]. - The Company has no off-balance sheet arrangements as of December 31, 2024[92]. Proposed Offering - The Company plans to offer 8,000,000 units at $10.00 per unit in the Proposed Offering, potentially increasing to 9,200,000 units if the underwriters' over-allotment option is fully exercised[77]. - The underwriters will receive a 45-day option to purchase up to 1,200,000 additional Units to cover over-allotments at the Proposed Offering price[93]. - Deferred offering costs will be charged to stockholders' equity upon completion of the Proposed Offering[108]. - An administrative services agreement will be established with the Sponsor for a monthly fee of $15,000 upon closing of the Proposed Offering[100]. Business Strategy - The Company intends to focus on businesses in the financial services industry for potential Business Combinations[75]. - The Company has until 24 months from the closing of the Proposed Offering to complete a Business Combination, or it will redeem 100% of the outstanding Public Shares[86]. - The Company will generate non-operating income in the form of interest income from the proceeds of the Proposed Offering, with no operating revenues expected until after the completion of a Business Combination[88]. Regulatory and Accounting Matters - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[103]. - Management does not anticipate that recently issued accounting standards will materially affect the Company's financial statements[113]. - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[112]. - There were no unrecognized tax benefits or amounts accrued for interest and penalties as of December 31, 2024[109].