UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) 300 Park Avenue, 2nd Floor New York, New York 10022 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the trans ...

Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $2,907,329, primarily from interest earned on marketable securities held in the Trust Account amounting to $3,107,381, after deducting organizational and operational costs of $200,052[135] - For the three months ended March 31, 2024, the company reported a net loss of $59,738, attributed to organizational and operational costs[136] Marketable Securities and Trust Account - As of March 31, 2025, the company had marketable securities in the Trust Account totaling $299,844,019, which includes approximately $3,107,381 of interest income[142] - The company plans to utilize substantially all funds in the Trust Account to complete its initial business combination and may use remaining proceeds for working capital and growth strategies[142] Initial Public Offering - The company completed its Initial Public Offering on May 13, 2024, raising gross proceeds of $287,500,000 from the sale of 28,750,000 Units at $10.00 per Unit[138] - The company incurred transaction costs of $20,269,166 related to the Initial Public Offering, which included a cash underwriting fee of $5,000,000 and a deferred underwriting fee of $13,687,500[139] Cash and Operational Expenses - As of March 31, 2025, the company had cash of $376,572 available for identifying and evaluating target businesses and other operational expenses[143] - The company has no off-balance sheet arrangements or long-term liabilities other than a monthly fee of $5,000 for office space and administrative services[149] Business Combination Timeline - The company has until May 13, 2026, to complete its initial business combination, failing which it will trigger an automatic winding up and liquidation[144] - The company has outstanding promissory notes totaling $400,000, which are due at the earlier of the consummation of the initial business combination or the second anniversary of the Initial Public Offering[137]

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on May 13, 2024, raising gross proceeds of $287.5 million from the sale of 28,750,000 units at a price of $10.00 per unit[19]. - The company also sold 7,000,000 private placement warrants at $1.00 each, generating an additional $7 million in gross proceeds[20]. - Offering costs incurred in connection with the IPO were approximately $20.27 million, including deferred underwriting commissions of about $13.69 million[22]. - The company has approximately $900,000 available outside the Trust Account for working capital requirements following the Initial Public Offering[71]. Business Combination Strategy - The company intends to target businesses with an enterprise valuation between $1.0 billion and $5.0 billion for its initial business combination[26]. - The company plans to utilize net proceeds from the IPO primarily for completing an initial business combination, which must have a fair market value of at least 80% of the net assets held in the Trust Account[23]. - The company aims to acquire businesses that demonstrate strong demand for their products or services and operate in markets with limited competition[27]. - The strategy includes seeking companies with significant growth potential through acquisitions and strategic transactions, targeting platforms for accelerated growth and shareholder value enhancement[31]. - The company intends to focus on acquiring businesses that are compliant and have established financial controls, ensuring readiness for public entity regulatory requirements[31]. - The company has not yet selected a business combination target and has not initiated substantive discussions with any potential targets[30]. Time Constraints and Redemption Rights - The company has 24 months from the IPO closing to complete a business combination, or it will redeem all outstanding public shares[25]. - Public shareholders may have limited opportunities to affect investment decisions regarding potential business combinations, primarily through redemption rights[44]. - If the initial business combination is not completed within the required time, public shareholders may receive approximately $10.00 per share or less upon redemption[66]. - If too many public shareholders exercise their redemption rights, the company may not meet the closing conditions for a business combination, potentially leading to an unsuccessful transaction[46]. - The company may seek to extend the 24-month period for completing a business combination, requiring approval from at least two-thirds of shareholders[52]. Risks and Challenges - Intense competition is expected from established entities with more resources and industry knowledge, which may limit the company's ability to acquire sizable target businesses[36]. - The ongoing geopolitical instability, particularly the Russia-Ukraine conflict and the Israel-Hamas conflict, could adversely affect the company's ability to complete a business combination due to increased market volatility and decreased liquidity[53]. - Recent increases in inflation could lead to price volatility in publicly traded securities, complicating the completion of a business combination[60]. - The company faces risks related to public health crises, such as COVID-19, which could hinder its ability to conduct due diligence and negotiate transactions[58]. - The company may face challenges in completing its initial business combination due to limited financial resources compared to competitors[66]. - The market for directors and officers liability insurance has become less favorable, potentially increasing costs for the company[72]. Governance and Approval Process - Initial shareholders, directors, and officers have agreed to vote in favor of the initial business combination, potentially facilitating the approval process[41]. - The initial business combination requires approval from both Co-Chairmen and a majority of the board of directors, including independent directors[43]. - Amendments to the company's memorandum and articles of association require approval from at least two-thirds of ordinary shares attending and voting at a general meeting, which is a lower threshold compared to other blank check companies[133]. - The company must furnish shareholders with financial statements of the target business, which may limit the pool of potential targets due to compliance with federal proxy rules[148]. Financial Structure and Shareholder Interests - The company has authorized the issuance of up to 200,000,000 Class A ordinary shares, with 171,250,000 available for issuance as of December 31, 2024[106]. - The issuance of additional Class A ordinary shares or preference shares may dilute the interests of existing shareholders[107]. - The potential issuance of additional Class A ordinary shares upon exercise of warrants could dilute the value of shares issued to complete a business combination[145]. - The company may incur substantial debt to complete a business combination, which could adversely affect its financial condition[124]. - The company may require additional financing to complete its initial business combination, and failure to secure such financing could adversely affect the target business's growth[135]. Conflicts of Interest - Conflicts of interest may arise if the company engages in business combinations with entities affiliated with its sponsors or directors[112]. - The potential for conflicts of interest exists among co-sponsors, directors, and officers, which may misalign their interests with public shareholders[120]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in target businesses, which may lead to conflicts of interest[172]. - Directors and officers may have affiliations with other entities engaged in similar business activities, leading to potential conflicts in business opportunity presentations[169]. Legal and Regulatory Considerations - The company has filed a Registration Statement on Form 8-A with the SEC, making it subject to Exchange Act rules and regulations[35]. - The initial business combination may be subject to regulatory review and approval, including scrutiny from the Committee on Foreign Investment in the United States (CFIUS)[202]. - The company may be classified as a passive foreign investment company (PFIC), which could result in adverse U.S. federal income tax consequences for U.S. investors[196]. - The company may face potential limitations on pursuing certain target companies due to CFIUS jurisdiction and foreign ownership issues[204]. Operational Considerations - The management team may face additional burdens and risks when pursuing a company with operations outside of the United States for the initial business combination, including due diligence challenges and foreign exchange rate fluctuations[150]. - Special considerations for cross-border business combinations include managing operations, compliance with local regulations, and potential currency redemption rules[151]. - Key personnel from the target business may resign after the initial business combination, negatively impacting operations and profitability[160]. - The company may incur significant costs in pursuit of acquisition plans, impacting its ability to operate for at least 24 months post-IPO[70]. Trust Account and Financial Stability - The Trust Account is intended to hold funds until the completion of the initial business combination or redemption of public shares[88]. - The company’s trust account funds are held in U.S. government treasury obligations or money market funds, which may be subject to risks affecting financial institutions[206]. - If third-party claims reduce the Trust Account funds below $10.00 per public share, shareholders may receive less than this amount upon redemption[77]. - The company may need to reserve a portion of cash in the Trust Account to meet closing conditions, which could limit its ability to optimize capital structure[46]. Miscellaneous - The company is classified as an "emerging growth company" and may take advantage of exemptions from certain disclosure requirements, potentially making its securities less attractive to investors[198]. - The company may be considered a "controlled company" under Nasdaq rules, which could exempt it from certain corporate governance requirements[201]. - The company has provisions in its memorandum and articles of association that may inhibit takeovers, potentially limiting the price investors are willing to pay for its shares[191]. - The company lacks plans or arrangements for a business combination, which may hinder its ability to generate operating revenues[193].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $3,656,457, primarily from interest earned on marketable securities held in the Trust Account of $3,799,919[106]. - For the nine months ended September 30, 2024, the company had a net income of $5,367,368, with interest income from marketable securities amounting to $5,747,982[106]. - As of September 30, 2024, the company held marketable securities in the Trust Account totaling $293,247,982, including approximately $5,747,982 of interest income[113]. Initial Public Offering - The company completed its Initial Public Offering on May 13, 2024, raising gross proceeds of $287,500,000 from the sale of 28,750,000 units at $10.00 per unit[109]. - Transaction costs associated with the Initial Public Offering amounted to $20,269,166, which included a cash underwriting fee of $5,000,000 and a deferred underwriting fee of $13,687,500[110]. Operating Activities - Cash used in operating activities for the nine months ended September 30, 2024, was $554,783, influenced by interest earned on marketable securities[111]. - The company does not expect to generate operating revenues until after the completion of its Business Combination[105]. - The company incurred formation and operational costs of $143,462 for the three months ended September 30, 2024[106]. Capital Structure - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024[118]. - The company may need to raise additional capital to finance transaction costs related to its intended Business Combination[117].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $1,770,649, primarily from interest earned on marketable securities held in the Trust Account of $1,948,063, after deducting formation and operational costs of $177,414[103]. - For the six months ended June 30, 2024, the company had a net income of $1,710,911, with interest income from marketable securities of $1,948,063 and operational costs of $237,152[103]. - Cash used in operating activities for the six months ended June 30, 2024, was $496,525, influenced by interest earned on marketable securities[108]. Marketable Securities - As of June 30, 2024, the company held marketable securities in the Trust Account amounting to $289,448,063, including approximately $1,948,063 of interest income[109]. Initial Public Offering - The company completed its Initial Public Offering on May 13, 2024, raising gross proceeds of $287,500,000 from the sale of 28,750,000 units at $10.00 per unit[106]. - The company incurred transaction costs of $20,269,166 related to the Initial Public Offering, which included a cash underwriting fee of $5,000,000 and a deferred underwriting fee of $13,687,500[107]. Cash Position - The company had cash of $571,765 as of June 30, 2024, intended for identifying and evaluating target businesses and related operational expenses[110]. - The company does not have any long-term debt or off-balance sheet arrangements as of June 30, 2024[114]. Future Capital Needs - The company may need to raise additional capital to complete its Business Combination or to cover significant redemptions of public shares[112]. Legal Proceedings - The company has no legal proceedings pending as of the report date[121].

Financial Performance - The company reported a net loss of $59,738 for the three months ended March 31, 2024, compared to a net loss of $700 for the same period in 2023[93]. - The company has not generated any revenues to date and does not expect to do so until after the completion of the Business Combination[92]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on May 13, 2024, raising gross proceeds of $287,500,000 from the sale of 28,750,000 units at $10.00 per unit[95]. - Transaction costs incurred during the Initial Public Offering totaled $20,269,166, which included a cash underwriting fee of $5,000,000 and a deferred underwriting fee of $13,687,500[96]. - A total of $287,500,000 was placed in the Trust Account following the Initial Public Offering, which will be used to complete the initial Business Combination[96]. - The underwriter is entitled to a deferred fee of up to $13,687,500, contingent upon the completion of the initial Business Combination[105]. Use of Funds - The company intends to use funds held in the Trust Account primarily for the initial Business Combination and working capital for the target business[97]. - The company may need to raise additional capital through loans or investments to meet operational expenditures prior to the initial Business Combination[101]. Operational Costs - The company incurred a monthly fee of $5,000 for office space and administrative services starting May 8, 2024[104]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2024[102].