THEO 8-K
BOA Acquisition Corp. II (THEO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 8.01 | Other Events. |
On August 5, 2026, BOA Acquisition Corp. II (the “Company”) completed (i) its initial public offering (the “IPO”) of 14,375,000 units (the “Units”) at an offering price of $10.00 per Unit, each Unit consists of one Class A Ordinary Share, $0.0001 par value per share (the “Class A Ordinary Shares”) and one right to receive one Class A Ordinary Share upon the Company’s consummation of an initial business combination (the “Public Rights”), generating gross proceeds of $143,750,000 (before underwriting discounts and commissions and offering expenses), and (ii) a private placement of an aggregate of 221,500 private placement units (the “Private Placement Units”), generating gross proceeds of $2,215,000 (the “Private Placement”). The Private Placement Units are identical to the Public Units, except that they (i) are, subject to certain limited exceptions, subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination and (ii) are entitled to registration rights.
A total of $143,750,000 of the net proceeds from the IPO and the Private Placement was placed in a trust account with Odyssey Transfer and Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company has not completed its initial business combination within 12 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Company’s public shares if the Company has not completed its initial business combination within 12 months from the closing of the IPO, subject to applicable law.
An audited balance sheet as of August 5, 2026 reflecting receipt of the proceeds upon consummation of the IPO and Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. | |
| 99.1 | Audited Balance Sheet | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 12, 2026
| BOA Acquisition Corp. II | ||
| By: | /s/ Benjamin A. Friedman | |
| Name: | Benjamin A. Friedman | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
Exhibit 99.1
BOA Acquisition Corp. II
INDEX TO FINANCIAL STATEMENT
| Page | ||||
| Audited Financial Statement of BOA Acquisition Corp. II: |
||||
| Report of Independent Registered Public Accounting Firm (PCAOB ID# 3686) |
F-2 | |||
| Balance Sheet as of August 5, 2026 |
F-3 | |||
| Notes to Financial Statement |
F-4 | |||
F-1
Report of Independent Registered Public Accounting Firm
|
To the Board of Directors and Shareholders of BOA Acquisition Corp. II.
| |
| Opinion on the Financial Statement
We have audited the accompanying balance sheet of BOA Acquisition Corp. II. (the Company) as of August 5, 2026, and the related notes to the financial statement (collectively referred to as the financial statement). In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of the Company as of August 5, 2026 in accordance with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statement has been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statement, the Company has less than one year remaining in its life and there can be no assurance a successful business combination will occur within that time or that an extension of the life will occur, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our audit. We are a Public Accounting Firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Company’s auditor since 2025.
/s/ Adeptus Partners, LLC
PCAOB: 3686
Ocean, New Jersey August 11, 2026 |
F-2
BOA ACQUISITION CORP. II
BALANCE SHEET
AUGUST 5, 2026
| ASSETS |
||||
| CURRENT ASSET |
||||
| Cash |
$ | 873,727 | ||
|
|
|
|||
| Total current assets |
873,727 | |||
|
|
|
|||
| NONCURRENT ASSETS |
||||
| Cash held in Trust account |
143,750,000 | |||
|
|
|
|||
| TOTAL ASSETS |
$ | 144,623,727 | ||
|
|
|
|||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT |
||||
| CURRENT LIABILITIES |
||||
| Accounts payable |
$ | 129,670 | ||
| Accrued offering costs |
34,111 | |||
|
|
|
|||
| Total current liabilities |
163,781 | |||
|
|
|
|||
| LONG-TERM LIABILITIES |
||||
| Accrued expenses - non-current |
1,230,021 | |||
|
|
|
|||
| Total liabilities |
1,393,802 | |||
|
|
|
|||
| Commitments and Contingencies (Note 7) |
||||
| Class A ordinary shares, $0.0001 par value; 14,375,000 shares subject to possible redemption at $10.00 per share |
143,750,000 | |||
| SHAREHOLDERS’ DEFICIT |
||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of August 5, 2026 |
— | |||
| Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 221,500 shares issued and outstanding (excluding 14,375,000 shares subject to possible redemption) |
22 | |||
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,160,714 shares issued and outstanding |
616 | |||
| Accumulated deficit |
(788,613 | ) | ||
|
|
|
|||
| Total Shareholders’ Deficit |
(787,975 | ) | ||
|
|
|
|||
| Total Liabilities and Shareholders’ Deficit |
$ | 144,623,727 | ||
|
|
|
The accompanying notes are an integral part of this financial statement.
F-3
BOA ACQUISTION CORP. II
Notes to Financial Statement
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
BOA Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 24, 2025. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”).
The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, however, it intends to focus its search on opportunities involving direct investments in real estate and infrastructure assets, particularly within the energy, telecommunications, and transportation sectors. The Company is an early-stage and emerging growth company; and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies.
As of August 5, 2026, the Company had not commenced any operations. All activity for the period from July 24, 2025 (inception) through August 5, 2026, relates to the Company’s formation and the initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.
On August 5, 2026, the Company consummated its IPO of 14,375,000 units (the “Units” and, with respect to the Class A common shares (as defined below) included in the Units offered, the “Public Shares”) at $10.00 per Unit, raising $14,375,000 of gross proceeds. Each Unit contains one Class A ordinary share and one right (“Public Right”). Of the 14,375,000 Units issued, 12,500,000 Units were included in the Company’s initial offering, and 1,875,000 Units resulted from the underwriter fully exercising its over-allotment option.
Transaction costs were $2,534,100, consisting of $630,000 cash underwriting fees and $1,904,100 of other offering costs. Of this amount, $265,709 were with a related party (see Note 6).
Simultaneously with the closing of the IPO, the Company completed a private sale of 221,500 private placement units (“Private Placement Units”) at $10.00 per Private Placement Unit, to Bet on America II Sponsor LLC (the “Sponsor”) and certain institutional investors (the “Private Placement Investors”) for an aggregate purchase price of $2,215,000 (the “Private Placement”). Of this amount, 101,500 units, for proceeds of $1,015,000, were with the Sponsor.
F-4
The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Proposed Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act. Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including the proceeds of the Private Placement Units, will be held in a trust account (“Trust Account”) with Odyssey Transfer and Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).
F-5
If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires a resolution be passed by a majority of the holders of the Class A ordinary shares, par value $0.0001 (the “Class A ordinary shares”) and the Class B ordinary shares, par value $0.0001 (the “Class B ordinary shares,” and together with the Class A ordinary shares, the “ordinary shares”) as, being entitled to do so, vote in person or by proxy at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Articles”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) have agreed to vote their Founder Shares and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. The Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination and waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination.
Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the IPO, without the prior consent of the Company.
The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment.
F-6
If the Company is unable to complete a Business Combination within 12 months from the closing of the IPO (the “Combination Period”), the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay liquidation and dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any
F-7
claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going Concern Considerations
As of August 5, 2026, the Company had $873,727 in cash held outside of the Trust Account and working capital of $709,946. The Company has incurred and expects to incur significant costs in pursuit of the Company’s acquisition plans, and has one year from the IPO date to complete a Business Combination. These conditions raise substantial doubt about the Company’s ability to continue as a going concern, for a period of time within one year after the date that the financial statement is issued. The Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to provide the Company Working Capital Loans (as defined in Note 5). Management plans to address this uncertainty through an initial Business Combination. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
Management is currently evaluating the impact of significant global events, such as the Russia / Ukraine and Israel / Palestine and U.S. / Iran conflicts, on the industry and has concluded that while it is reasonably possible that these could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
F-8
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
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 of 2002, 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 an emerging growth 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.
Use of Estimates
The preparation of this financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.
F-9
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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 August 5, 2026.
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit and cash held in the trust with a financial institution, which, at times, may exceed the Securities Investor Protection Corporation (“SIPC”) limit. As of August 5, 2026, the cash held in the trust in excess of the SIPC limit was $143,500,000. As of August 5, 2026, the operating cash held in excess of the FDIC limit was $623,727. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial statement.
Deferred Offering Costs
The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering. Deferred offering costs consist of legal, registration, and other costs incurred in connection with the preparation for the IPO. Deferred offering costs, together with the underwriting discounts and commissions, were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. As of August 5, 2026, the Company did not have any deferred offering costs.
F-10
Income Taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of August 5, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| • | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| • | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
F-11
| • | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Share Rights
The Company accounts for the Public Rights and Private Placement Rights (defined below) issued in connection with the IPO and the Private Placement in accordance with the guidance contained in ASC 815. Accordingly, the Company evaluated and classified the rights under equity treatment at their assigned value. As of August 5, 2026, there are 14,596,550 Public Rights and Private Placement Rights outstanding.
Class A Ordinary Shares Subject to Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), the
F-12
Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, on August 5, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.
The Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:
| Gross proceeds |
$ | 143,750,000 | ||
| Less: |
||||
| Proceeds allocated to Public Rights |
(31,781,698 | ) | ||
| Class A ordinary shares issuance cost |
(2,505,205 | ) | ||
| Plus: |
||||
| Remeasurement of carrying value to redemption value |
34,286,903 | |||
|
|
|
|||
| Class A ordinary shares subject to possible redemption |
$ | 143,750,000 | ||
|
|
|
Equity-based Compensation
The Company recognizes compensation cost related to equity-based awards granted to employees and members of the Company’s board of directors in the financial statements, in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”), based on their estimated grant-date fair value. The awards granted were deemed to have a performance condition and will vest when the performance condition has been met (i.e., upon consummation of a Business Combination). The Company has elected to account for forfeitures in compensation expense as they occur.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the IPO, the Company sold 14,375,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one right to receive on Class A ordinary share upon consummation of an initial Business Combination. The Company received proceeds of $143,750,000. The fair value of the rights issued in the IPO was $31,781,698.
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the IPO, the Company sold 221,500 Private Placement Units to the Sponsor and the Private Placement Investors at a price of $10.00 per Private Placement Unit, or $2,215,000 in the aggregate, in a private placement. Each Private Placement Unit contains one Class A ordinary share and one right (“Private Placement Rights”). The fair value of the Rights was $489,825. Of this amount, 101,500 units, for proceeds of $1,015,000, were with the Sponsor. The Sponsor also received 101,500 Private Placement Rights, which had a fair value of $224,406.
F-13
Subsequent to the consummation of the Private Placement, the Sponsor distributed 363,636 founder shares for a nominal purchase price to the Private Placement Investor. In addition, the sponsor non-managing members purchased, indirectly through the purchase of non-managing sponsor membership interests, an aggregate of 100,000 private placement units at a price of $10.00 per unit for an aggregate purchase price of $1,000,000 in a private placement that closed simultaneously with the closing of the IPO. Subject to the sponsor non-managing members purchasing, through the sponsor, the private placement units allocated to them simultaneously with the closing of IPO, the sponsor issued membership interests at a nominal purchase price to the sponsor non-managing members reflecting their interest in an aggregate of 1,818,179 founder shares held by the sponsor. The sponsor non-managing members have no right to vote the founder shares, private placement units or securities underlying the private placement units that they hold indirectly through their membership interests in the sponsor.
The Private Placement Units are identical to the Units sold in the IPO except that, so long as they are held by the Sponsor, the Private Placement Investors or their respective permitted transferees, the Private Placement Units (including their component securities as well as any securities underlying those component securities), they (i) are locked-up until thirty (30) days following the completion of our initial business combination, (ii) will be entitled to registration rights and (iii) the Class A ordinary shares included as a component of the Private Placement Units will not be entitled to redemption rights.
NOTE 5. SEGMENT INFORMATION
ASC Topic 280, Segment Reporting (“ASC 280”), establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reporting segment.
F-14
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets.
The CODM reviews formation, general and administrative expenses to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews formation and operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation and operations costs, as reported on the statement of operations, are the significant segment information provided to the CODM on a regular basis. All segment items are included in net income or loss are reported on the statement of operations and described within their respective disclosures.
The CODM reviews the position of total assets available with the Company to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. All balance sheet segment items are included in assets and liabilities on the balance sheet and described within their respective disclosures.
NOTE 6. RELATED PARTY TRANSACTIONS
Founder Shares
On August 8, 2025, the Sponsor paid $25,000 to cover the Company’s formation costs in exchange for 7,666,667 Class B ordinary shares, $0.0001 par value (the “Founder Shares”). Prior to the June 17, 2026 forfeiture described below, up to 1,000,000 of the Founder shares were subject to complete or partial forfeiture by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option was exercised.
On October 13, 2025, our sponsor transferred an aggregate 180,000 Founder Shares to our director nominees and certain members of our management team, in consideration of their service to the Company. The independent director nominees and management team members will hold such founder shares directly. The Founder Shares transferred to our independent director nominees and management team will not be subject to forfeiture in the event the underwriters’ over-allotment option is not exercised. These transfers of the Founder Shares to our director nominees and certain other members of our management team fall within the scope of ASC 718. The total fair value of the 180,000 Founder Shares was $399,691 or $2.220 per share. The Company established the initial fair value of Founder Shares using a calculation which takes into consideration a risk-free rate of 3.58%, implied share price of $10.00, and a probability of a Business Combination of 23%. The Founder Shares are subject to a performance condition (i.e., providing services through Business Combination).
Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the total number of Founder Shares awarded to the Company’s directors and officers times the fair value per share at grant date less the amount initially received for the assignment of the Founder Shares. As of August 5, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.
On June 17, 2026, our sponsor forfeited 1,505,953 shares for no consideration, resulting in an average purchase price of approximately $0.004 per share. As a result of this forfeiture, 803,571 of the Founder shares are subject to complete or partial forfeiture by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. This forfeiture is presented retrospectively to all prior periods in the unaudited interim condensed financial statements. This forfeiture of shares reduced the Founder Shares subject to forfeiture depending on the extent to which the underwriters’ over-allotment is exercised to 803,571.
F-15
As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the Public Shares issuable upon conversion thereof. The Founder Shares are identical to the Public Shares included in the Units being sold in the Proposed Public Offering except that the Founder Shares automatically convert into Public Shares at the time of the initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the initial Business Combination, as may be determined by the directors of the Company) or earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below. The sponsor has agreed to forfeit up to an aggregate of 803,571 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent approximately 30% of the Company’s issued and outstanding shares after the Proposed Public Offering. If the Company increases or decreases the size of the offering, the Company will effect a share capitalization or share surrender, as applicable, immediately prior to the consummation of the Proposed Public Offering in such amount as to maintain the Founder Share ownership of the Company’s shareholders prior to the Proposed Public Offering at 30% of the Company’s issued and outstanding ordinary shares upon the consummation of the Proposed Public Offering. The Sponsor will not be entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the initial Business Combination. If the initial Business Combination is not completed within 12 months from the closing of the Proposed Public Offering, the Sponsor will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it.
The Sponsor, officers and directors and the Private Placement Investors have agreed not to transfer, assign or sell any of its Founder Shares until 180 days after the initial Business Combination or the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Related Party Loans
On August 8, 2025, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable the date on which the Company consummates an initial public offering. Immediately prior to closing of the IPO, there was $531,273 outstanding on the Note. The note was fully repaid in connection with the IPO and is no longer available to the Company.
F-16
Administrative Agreement
The Company intends to enter into an agreement, commencing on the effective date of the Proposed Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate the Sponsor a total of up to $13,333 per month for office space and administrative and support services.
Working Capital Loan
In addition, in order to finance transaction costs in connection with its initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds, up to $2,500,000, as may be required (“Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, such loans may be convertible into private placement-equivalent units of the post-Business Combination entity at a price of $10.00 per unit. As of August 5, 2026, the Company had no borrowings under the Working Capital Loans.
Consulting Services
In connection with our IPO, we engaged The Avery Companies LLC, a private investment holding company managed by our Chief Executive Officer and Chief Financial Officer, to provide consulting and advisory services related to the IPO. These costs amounted to $265,709 and were included in the offering costs of the IPO. Furthermore, these costs were settled as part of the closing costs of the IPO and nothing is outstanding as of August 5, 2026.
NOTE 7. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement Units and the Class A ordinary shares underlying such Private Placement Units and Private Placement Rights and units that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by
F-17
them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to 1,875,000 additional Units at the IPO price. The underwriter exercised the over-allotment option in full on August 5, 2026.
The underwriter was entitled to a fixed cash underwriting discount of $750,000 in the aggregate upon the closing of the IPO. The underwriters were paid $630,000 upon closing of the IPO, net of $120,000 of reimbursements. There are no additional amounts owed as of August 5, 2026.
Service Providers Fees
Certain service providers have agreed to defer the payment of certain fees and expenses until the completion of the initial Business Combination. The amount as of August 5, 2026 was $1,230,021.
NOTE 8. SHAREHOLDERS’ DEFICIT
Preference Shares—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. As of August 5, 2026, there were no preference shares issued or outstanding.
Class A Ordinary Shares—The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of August 5, 2026, there were 221,500 Class A ordinary shares issued or outstanding (excluding the 14,375,000 Class A ordinary shares subject to possible redemption).
Class B Ordinary Shares—The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of August 5, 2026, 6,160,714 Class B ordinary shares were issued and outstanding.
F-18
The Founder Shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.
Except as set forth herein, holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can appoint all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.
F-19
Rights—Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one ordinary share upon consummation of the initial Business Combination. In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive one ordinary share underlying each right upon consummation of the Business Combination. If the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the public shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.
NOTE 10. FAIR VALUE MEASUREMENTS
The following table presents information about the Company’s assets that are measured at fair value as of August 5, 2026, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Level | August 5, 2026 | |||||||
| Assets: |
||||||||
| Cash held in Trust Account |
1 | $ | 143,750,000 | |||||
The fair value of the Public Rights issued in the IPO is $31,781,698. The Public Rights have been classified within shareholders’ deficit and will not require remeasurement after issuance. The Public Rights were classified within Level 3 of the fair value hierarchy as of August 5, 2026, using the Probability-Weighted Expected Return Model.
The market assumptions used to determine fair value of the Public Rights are as follows:
| August 5, 2026 | ||||
| Estimated share price |
$ | 10.00 | ||
| Term (years) |
1.0 | |||
| Annual risk-free rate |
4.03 | % | ||
| Probability of initial Business Combination |
23.00 | % | ||
NOTE 11. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through August 5, 2026, the date that the financial statement was available to be issued. Based upon this review the Company did not identify any subsequent events.
F-20