LKSP 10-K

Lake Superior Acquisition Corp (LKSP)

10-K 2026-02-12 For: 2025-12-31

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Added on April 06, 2026

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Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A Ordinary Share and one-seventh of one right	LKSPU	The NASDAQ Stock Market LLC
Class A Ordinary Shares, no par value	LKSP	The NASDAQ Stock Market LLC
Rights, each whole right to acquire one Class A Ordinary Share	LKSPR	The NASDAQ Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

PART I		4
Item 1.	BUSINESS	4
Item 1A.	RISK FACTORS	17
Item 1B.	UNRESOLVED STAFF COMMENTS	61
Item 1C.	CYBERSECURITY	61
Item 2.	PROPERTIES	61
Item 3.	LEGAL PROCEEDINGS	61
Item 4.	MINE SAFETY DISCLOSURES	61
PART II		62
Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	62
Item 6.	[RESERVED]	62
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	62
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	66
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	66
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	66
Item 9A.	CONTROLS AND PROCEDURES	67
Item 9B.	OTHER INFORMATION	67
Item 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	67
PART III		68
Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	68
Item 11.	EXECUTIVE COMPENSATION	78
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	78
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	79
Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	82
PART IV		83
Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	83
Item 15(a).	The following documents are filed as part of this Annual Report:	83
Item 16.	FORM 10-K SUMMARY	83

·	our ability to select an appropriate target business or businesses in the financial services industry or adjacent industries;

·	our ability to complete our initial business combination in the financial services industry or adjacent industries;

·	our expectations around the performance of the prospective target business or businesses in the financial services industry or adjacent industries;

·	our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

·	our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

·	our potential ability to obtain additional financing to complete our initial business combination;

·	our pool of prospective target businesses in the financial services industry or adjacent industries;

·	the ability of our officers and directors to generate a number of potential acquisition opportunities;

·	the changes in the marketplace for directors’ and officers’ liability insurance impacting the ease and expense for our negotiation and completion of an initial business combination;

·	our public securities’ potential liquidity and trading;

·	the lack of a market for our securities;

·	our ability to consummate an initial business combination due to changes in laws or regulations, including changes imposing additional requirements on business combination transactions involving SPACs and private operating companies and the application of the 1% U.S. federal excise tax under the IR Act (as defined herein);

·	the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

·	the impact of the material weakness in our internal control over financial reporting and our ability to remediate the material weakness in a timely manner, or at all;

·	the trust account not being subject to claims of third parties; or our financial performance.

·	conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

·	file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

·	conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

·	file proxy materials with the SEC.

1.	issue an aggregate of 30,000,000 Purchaser Shares (the “License Milestone Shares”) to the Seller upon the achievement of the following conditions (collectively, the “License Milestone”): (i) approval by ASIC of variances to OMG’s Australian Financial Services License to include (A) authorizations to provide general financial product advice in relation to non-cash payment products, and to deal in financial products, including issuing, acquiring, varying and disposing of non-cash payment products, and (B) an authorization to undertake market-making activities in respect of financial products, and (ii) approval by the Australian Transaction Reports and Analysis Centre of OMG’s registration as a Digital Currency Exchange provider;

2.	The Purchaser shall issue to the Seller an aggregate of up to 40,000,000 Purchaser Shares (the “Performance Milestone Shares”). The aggregate value of the Performance Milestone Shares shall be determined by multiplying (i) the aggregate amount of assets of each client serviced by OMG pursuant to tokenization and/or real‑world asset contracts between OMG and such client, as of December 31, 2028, by (ii) 0.2. Each Purchaser Share issued as Performance Milestone Shares shall have a deemed value of $10.00 per share; provided, that the aggregate value of the Performance Milestone Shares shall not exceed $400,000,000; and

3.	be entitled to set up an equity incentive pool, representing not less than 5% of the fully-diluted capitalization of the Purchaser immediately following the Closing, for the purpose of administration of share incentive awards to be granted to eligible participants including directors, officers, employees and consultants of the Combined Company under a share incentive plan to be adopted by resolution of the Purchaser’s board of directors or any committee appointed for this purpose by the Purchaser’s board of directors (the “Purchaser Incentive Plan”).

·	we are a newly formed company with no operating history and no revenues;

·	our ability to continue as a “going concern”;

·	we may not be able to complete our initial business combination within the prescribed time frame;

·	you will not have any rights or interests in funds from the trust account, except under certain limited circumstances;

·	our shareholders may be held liable for claims by third parties against us;

·	if third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share;

·	subsequent to completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges;

·	conflicts of interest of our Sponsor, officers and directors;

·	we may have a limited ability to assess the management of a prospective target business;

·	our public shareholders may not be afforded an opportunity to vote on our proposed business combination;

·	the absence of a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree;

·	our competitors have advantages over us in seeking business combinations;

·	we may be unable to obtain additional financing;

·	we may issue additional equity and/or debt securities to complete our initial business combination;

·	our Sponsor controls a substantial interest in us;

	·	restrictions on the nature of our investments; and

	·	restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

	·	registration as an investment company;

	·	adoption of a specific form of corporate structure; and

	·	reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

·	may significantly dilute the equity interest of investors;

·	may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

·	could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

·	may adversely affect prevailing market prices for our units, Class A common stock and/or rights.

·	default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

·	acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

·	our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

·	our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

·	our inability to pay dividends on our ordinary shares;

·	using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

·	limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

·	increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

·	limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

·	solely dependent upon the performance of a single business, property or asset; or

·	dependent upon the development or market acceptance of a single or limited number of products, processes or services.

·	a limited availability of market quotations for our securities;

·	reduced liquidity for our securities with the potential for higher volatility than more liquid securities;

·	a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

·	a limited amount of news and analyst coverage; and

·	a decreased ability to issue additional securities or obtain additional financing in the future.

·	costs and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas markets;

·	rules and regulations regarding currency redemption;

·	complex corporate withholding taxes on individuals;

·	laws governing the manner in which future business combinations may be effected;

·	tariffs and trade barriers;

·	regulations related to customs and import/export matters;

·	longer payment cycles;

·	tax consequences, such as tax law changes, including termination or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as compared to the United States;

·	currency fluctuations and exchange controls;

·	rates of inflation;

·	challenges in collecting accounts receivable;

·	cultural and language differences;

·	employment regulations;

·	crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;

·	deterioration of political relations with the United States;

·	obligatory military service by personnel; and

·	government appropriation of assets.

·	we have a board that includes a majority of “independent directors,” as defined under the rules of the Nasdaq;

·	we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

·	a majority of the independent directors recommend director nominees for selection by the board of directors.

Name	Age	Title
Edward Cong Wang	41	Chief Executive Officer and Chairman
Ziqi Zhao	40	Chief Financial Officer
Raymond J. Gibbs	71	Independent Director
Manuel C. Menendez III	68	Independent Director
Stephen Yas	75	Independent Director

·	assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm;

·	the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other registered public accounting firm engaged by us;

·	pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

·	reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm has with us in order to evaluate their continued independence;

·	setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

·	setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

·	obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five (5) years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

·	meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations;”

·	reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

·	reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

·	reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

·	reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to the board approval of all of our other officers;

·	reviewing our executive compensation policies and plans;

·	implementing and administering our incentive compensation equity-based remuneration plans;

·	assisting management in complying with our proxy statement and annual report disclosure requirements;

·	approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

·	producing a report on executive compensation to be included in our annual proxy statement; and

·	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

·	identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of directors, and recommending to the board of directors candidates for nomination for election at the annual general meeting or to fill vacancies on the board of directors;

·	developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

·	coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of Inc company; and

·	reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

·	duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole. Sections 120(2) and 120(3) of the Companies Act provide that a director may (where expressly permitted by the company’s articles of association) act in a manner which he believes is in the best interests of the company’s parent company, even though it may not be in the best interests of the subsidiary company;

·	duty to exercise powers for the purposes for which those powers were conferred and shall not act, or agree to the company acting, in a manner that contravenes British Virgin Islands law or the memorandum and articles of association of the company;

·	duty to not improperly fetter the exercise of future discretion; and

·	duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests.

·	None of our directors or officers is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

·	In the course of their other business activities, our directors and officers may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see “- Directors and Officers.”

·	Our initial shareholders, directors and officers have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial shareholders have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination within 18 months after the closing of this offering or during any Extension Period. However, if our initial shareholders (or any of our directors, officers or affiliates) acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within the prescribed time frame. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement units held in the trust account will be used to fund the redemption of our public shares, and the private placement units will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial shareholders until 180 days after completion of our initial business combination. With certain limited exceptions, the private placement units (and the Class A ordinary shares or rights issuable upon exercise of such units) will not be transferable, assignable or salable by Sponsor until 180 days after the completion of our initial business combination. Since our Sponsor and directors and officers may directly or indirectly own ordinary shares following this offering, our directors and officers may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

·	Our directors and officers may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination.

·	Our directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination.

·	each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

·	each of our executive officers and directors; and

·	all our executive officers and directors as a group.

NAME AND ADDRESS OF BENEFICIAL OWNER⁽¹⁾	NUMBER OF SHARES BENEFICIALLY OWNED		APPROXIMATE PERCENTAGE OF OUTSTANDING COMMON STOCK
*Directors and Executive Officers*
Lake Superior Investments LLC (Sponsor) ⁽³⁾		3,893,333		19.9	%
Edward Cong Wang ⁽⁴⁾		3,943,333		20.2	%
Ziqi Zhao		40,000	*
Raymond J. Gibbs		35,000	*
Manuel C. Menendez III		30,000	*
Stephen Yas		30,000	*
All executive officers and directors as a group (five individuals) ⁽⁵⁾		4,078,333		20.9	%

*	Less than 1%
(1)	Unless otherwise noted, the business address of each of the following entities or individuals is c/o Lake Superior Acquisition Corp., 521 Fifth Avenue 17th Floor, New York, NY 10175, United States of America.
(2)	Interests shown consist solely of Founder Shares, classified as Class B common stock. Such shares will automatically convert into Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment.
(3)	Lake Superior Investments LLC, our sponsor, is the record holder of the shares reported herein. The sole member and director of our Sponsor is Edward Cong Wang, who by virtue of his control of our Sponsor may be deemed to share beneficial ownership of the founder shares held by our Sponsor. Edward Cong Wang disclaims beneficial ownership of the founder shares held by our Sponsor.
(4)	The 3,943,333 shares owned prior to the offering consists of 3,893,333 founder shares held by the Sponsor and 50,000 founder shares held directly by Edward Cong Wang.
(5)	The 4,078,333 shares owned prior to the offering consists of 3,893,333 founder shares held by the Sponsor and 185,000 founder shares held directly by our officers and directors.

·	reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and

·	repayment of loans which may be made by our Sponsor, any of its affiliates or certain of our directors and officers to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans for each such person may be converted into Class A ordinary shares upon the consummation of our initial business combination at the price of $10.00 per share. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

Exhibit Number	Exhibit Description	Incorporated by Reference herein from Form or Schedule	Filing Date	SEC File/Reg. Number

1.1	Underwriting Agreement, dated October 6, 2025, by and between the Company and CCM.	Form 8-K (Exhibit 1.1)	10/10/2025	001-42896

3.1	Memorandum and Articles of Association of Lake Superior Acquisition Corp	Form S-1/A (Exhibit 3.1)	9/19/2025	333-287114

3.2	Amended and Restated Memorandum and Articles of Association of Lake Superior Acquisition Corp	Form 8-K (Exhibit 3.1)	10/10/2025	001-42896

4.1	Specimen Class A Ordinary Share Certificate	Form S-1/A (Exhibit 4.2)	9/19/2025	333-287114

4.2	Specimen Unit Certificate	Form S-1/A (Exhibit 4.1)	9/19/2025	333-287114

4.3	Specimen Rights Certificate (included in Exhibit 4.4)	Form S-1/A (Exhibit 4.3)	9/19/2025	333-287114

4.4	Rights Agreement, dated October 6, 2025, by and between Efficiency and the Company	Form 8-K (Exhibit 4.1)	10/10/2025	001-42896

4.5*	Description of Registered Securities

10.1	Letter Agreements, dated October 6, 2025, by and between the Company’s officers, directors, shareholders and Lake Superior Investments LLC	Form 8-K (Exhibit 10.1)	10/10/2025	001-42896

10.2	Investment Management Trust Agreement, dated October 6, 2025, by and between Efficiency and the Company.	Form 8-K (Exhibit 10.2)	10/10/2025	001-42896

10.3	Registration Rights Agreement, dated October 6, 2025, by and among the Company and the initial shareholders of the Company.	Form 8-K (Exhibit 10.3)	10/10/2025	001-42896

10.4	Private Placement Unit Purchase Agreement, dated October 6, 2025, by and between the Company and Lake Superior Investments LLC.	Form 8-K (Exhibit 10.4)	10/10/2025	001-42896

10.5	Private Placement Unit Purchase Agreement, dated October 6, 2025, by and between the Company and CCM.	Form 8-K (Exhibit 10.5)	10/10/2025	001-42896

10.6	Indemnity Agreements, dated October 6, 2025, by and between the Company’s officers, directors, shareholders and Lake Superior Investments LLC.	Form 8-K (Exhibit 10.6)	10/10/2025	001-42896

14.1	Form of Code of Ethics and Business Conduct	Form S-1/A (Exhibit 14.1)	9/19/2025	333-287114

19.1*	Insider Trading Compliance Policy and Procedures

31.1*	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

31.2*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

32.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

32.2*	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

97	Clawback Policy	Form S-1/A (Exhibit 99.1)	9/19/2025	333-287114

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101.SCH*	Inline XBRL Taxonomy Extension Schema Document

101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*	Inline XBRL Taxonomy Extension Definition.

101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*	Inline XBRL Taxonomy Presentation Linkbase Document.

104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	Lake Superior Acquisition Corp.

Date:	By:	/s/ Edward Cong Wang
	Name:	Edward Cong Wang
	Title:	Chief Executive Officer

Signature	Title	Date

/s/ Edward Cong Wang	Chief Executive Officer	February 12, 2026
Edward Cong Wang	(Principal Executive Officer) and Chairman

/s/ Ziqi Zhao	Chief Financial Officer	February 12, 2026
Ziqi Zhao	(Principal Financial Officer)

/s/ Manuel C. Menendez III	Director	February 12, 2026
Manuel C. Menendez III

/s/ Raymond J. Gibbs	Director	February 12, 2026
Raymond J. Gibbs

/s/ Stephen Yas	Director	February 12, 2026
Stephen Yas

Report of Independent Registered Public Accounting Firm (PCAOB ID: 7254)		F-2
Financial Statements:
Balance Sheets as of December 31, 2025 and 2024		F-3
Statements of Operations for the Year Ended December 31, 2025 and for the Period from March 19, 2024 (inception) through December 31, 2024		F-4
Statement of Changes in Shareholders’ Deficit for the Year Ended December 31, 2025 and for the Period from March 19, 2024 (inception) through December 31, 2024		F-5
Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from March 19, 2024 (inception) through December 31, 2024		F-6
Notes to Financial Statements		F-7

	As of December 31,
	2025			2024
Assets
Cash	$	485,927		$	129,309
Prepaid expenses		74,250			—
Total current assets		560,177			129,309

Deferred offering costs		—			83,914
Investments held in trust account		116,026,206			—
Total Assets	$	116,586,383		$	213,223

Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Deficit
Due to related party	$	27,742		$	7,045
Accounts payable and accrued expenses		6,193			43,869
Promissory note - related party		94,360			200,000
Total current liabilities		128,295			250,914
Deferred underwriting fee payable		4,600,000			—
Total Liabilities		4,728,295			250,914

Commitments and Contingencies (Note 6)

Class A ordinary shares, no par value; 200,000,000 shares authorized; 11,500,000 shares subject to possible redemption at redemption value of $10.09 per share		116,026,206			—

Shareholders’ Deficit:
Preference shares, no par value; 5,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, no par value; 200,000,000 shares authorized; 360,000 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption)		—			—
Class B ordinary shares, no par value; 10,000,000 shares authorized; 3,833,333 shares issued and outstanding⁽¹⁾		—			—
Additional paid-in capital		—			25,000
Accumulated deficit		(4,168,118	)		(62,691	)
Total shareholders’ deficit		(4,168,118	)		(37,691	)
Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Deficit	$	116,586,383		$	213,223

	For the Year Ended December 31, 2025			For the Period from March 19, 2024 (inception) through December 31, 2024

General and administrative expenses	$	360,173			62,691
Loss from Operations		(360,173	)		(62,691	)
Other income:
Interest earned on investments held in Trust Account		1,026,206			—
Income (loss) before income taxes		666,033			(62,691	)
Income taxes provision		—			—
Net Income (Loss)	$	666,033			(62,691	)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		2,678,082			—
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.10			—
Basic and diluted weighted average shares outstanding, Class A and Class B ordinary shares not subject to redemption⁽¹⁾		3,917,169			1,319,444
Basic and diluted net income (loss) per share, Class A and Class B ordinary shares not subject to redemption	$	0.10			(0.05	)

	Ordinary shares								Additional						Total
	Class A				Class B				paid-in			Accumulated			shareholders’
	Shares		Amount		Shares⁽¹⁾		Amount		capital			deficit			deficit
Balance as of January 1, 2025		—	$	—		3,833,333	$	—	$	25,000		$	(62,691	)	$	(37,691	)
Private placement proceeds		360,000		—		—		—		3,600,000			—			3,600,000
Fair value of public rights		—		—		—		—		4,830,000			—			4,830,000
Allocated value of transaction costs to public rights		—		—		—		—		(309,551	)		—			(309,551	)
Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)		—		—		—		—		—			(1,026,206	)		(1,026,206	)
Accretion of Class A ordinary shares subject to possible redemption to redemption value		—		—		—		—		(8,145,449	)		(3,745,254	)		(11,890,703	)
Net income		—		—		—		—		—			666,033			666,033
Balance as of December 31, 2025		360,000	$	—		3,833,333	$	—	$	—		$	(4,168,118	)	$	(4,168,118	)