SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 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.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

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 did not have any cash equivalents as of September 30, 2025.

Marketable securities held in Trust Account

Marketable securities held in Trust Account

At September 30, 2025, substantially all of the assets held in the Trust Account were invested in a in short term U.S. Treasury obligations. During the nine-month ended September 30 2025, the Company did not withdraw any interest income from the Trust Account to pay for its taxes.

Deferred offering costs

Deferred offering costs consist of legal, underwriter expenses and auditor cost incurred through the balance sheet date that are directly related to the IPO and that are charged to shareholders equity upon the completion of the IPO. Offering cost amounting to 4,613,768 (including $4,025,000 of underwriting fee) were charged to shareholders’ equity upon the completion of the IPO.

Reconciliation of Net Income (Loss) per Common Share

The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company utilize two class methodology in calculation of earning per share. The Company has redeemable shares referred to as Class A ordinary shares and non-redeemable shares referred to as Class B ordinary shares. Income and losses are shared pro rata between the redeemable and non-redeemable shares of ordinary share. Net income (loss) per share of ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary share outstanding for the respective period. Net income for the nine-month period ended September 30, 2025 was allocated to redeemable and non-redeemable shares of ordinary share. Diluted net income per share attributable to stockholders adjusts the basic net income per share attributable to stockholders and the weighted-average shares of ordinary share outstanding for the potentially dilutive impact of outstanding warrants.

The following table reflects the calculation of basic and diluted net income(loss) per share of ordinary share (in dollars, except per share amounts):


Net income from January 1, 2025, to September 30, 2025		$	7,092,083


	For the nine months period ended September 30, 2025
	Redeemable			Non- Redeemable
	Shares			Shares			Total
Total number of ordinary shares – Basic		23,000,000			6,868,214			29,868,214
Ownership percentage		77	%		23	%
Total income allocated by class	$	5,460,904		$	1,631,179		$	7,092,083
Less: Accretion allocated based on ownership percentage		(5,761,838)			(1,721,068)			(7,482,906)
Plus: Accretion applicable to the redeemable class		7,482,906			—			7,482,906
Total income (loss) by class	$	7,181,972		$	(89,889)			7,092,083

Weighted average shares		23,000,000			6,868,214
Earnings (loss) per ordinary share - Basic	$	0.31		$	(0.013)


	For the nine months period ended September 30, 2025
	Redeemable			Non- Redeemable
	Shares			Shares			Total
Total number of ordinary shares – Diluted		34,500,000			8,221,964			42,721,964
Ownership percentage		81	%		19	%
Total income allocated by class	$	5,744,587		$	1,347,496		$	7,092,083
Less: Accretion allocated based on ownership percentage		(6,061,154)			(1,421,752)			(7,482,906)
Plus: Accretion applicable to the redeemable class		7,482,906			—			7,482,906
Total income (loss) by class	$	7,166,339		$	(74,256)			7,092,083

Weighted average shares		34,500,000			8,221,964
Earnings (loss) per ordinary share - Diluted	$	0.21		$	(0.01)

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts) for the three months ended September 30, 2025.


Net income from July 1, 2025, to September 30, 2025		$	2,450,594


	For the three months period ended September 30, 2025
	Redeemable			Non- Redeemable
	Shares			Shares			Total
Total number of ordinary shares – Basic		23,000,000			6,868,214			29,868,214
Ownership percentage		77	%		23	%
Total income allocated by class	$	1,886,957		$	563,637		$	2,450,594
Less: Accretion allocated based on ownership percentage		(1,979,385)			(591,245)			(2,570,630)
Plus: Accretion applicable to the redeemable class		2,570,630			—			2,570,630
Total income (loss) by class	$	2,478,202		$	(27,608)			2,450,594

Weighted average shares		23,000,000			6,868,214
Earnings (loss) per ordinary share - Basic	$	0.11		$	(0.004)


	For the three months period ended September 30, 2025
	Redeemable			Non- Redeemable
	Shares			Shares			Total
Total number of ordinary shares – Diluted		34,500,000			8,221,964			42,721,964
Ownership percentage		81	%		19	%
Total income allocated by class	$	1,984,981		$	465,613		$	2,450,594
Less: Accretion allocated based on ownership percentage		(2,082,210)			(488,420)			(2,570,630)
Plus: Accretion applicable to the redeemable class		2,570,630			—			2,570,630
Total income (loss) by class	$	2,473,401		$	(22,807)			2,450,594

Weighted average shares		34,500,000			8,221,964
Earnings (loss) per ordinary share - Diluted	$	0.07		$	(0.003)

Operating Segments

Operating Segments

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive Officer and Chief Financial Officer in deciding how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources. The Company is not organized by market and is managed and operated as one business. A single management team that reports to the CODM comprehensively manages the entire business. Accordingly, the Company does not accumulate discrete financial information with respect to separate divisions and does not have separate operating or reportable segments. Since the Company operates in one operating segment, all required financial segment information can be found in the financial statements.