UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~ 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-42421

FACT II ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

14 Wall Street, 20^th Floor New York, New York		10005
(Address of principal executive offices)		(Zip Code)

(212) 618-1798

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant	FACTU	Nasdaq Global Market
Class A ordinary shares, par value $0.0001 per share, included as part of the units	FACT	Nasdaq Global Market
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	FACTW	Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~January~~May 713, 2025, there were 18,488,125 Class A ordinary shares, $0.0001 par value and 65,~~708~~833,333 Class B ordinary shares, $0.0001 par value, issued and outstanding.

FACT II ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~ 2025

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Interim Financial Statements
Item 1. Financial Statements
Condensed Balance Sheet as of September 30, 2024 (Unaudited)		1
Condensed Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024		1
Condensed Statements of Operations for the Three Months Ended September 30, 2024 and for the Period from June 19, 2024 (Inception) Through September 30, 2024 (Unaudited)		2
Condensed Statement of Operations for the Three Months Ended March 31, 2025 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended September 30, 2024 and for the Period from June 19, 2024 (Inception) Through September 30, 2024 (Unaudited)		3
Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2025 (Unaudited)		3
Condensed Statement of Cash Flows for the Period from June 19, 2024 (Inception) Through September 30, 2024 (Unaudited)		4
Condensed Statement of Cash Flows for the Three Months Ended March 31, 2025 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3. Quantitative and Qualitative Disclosures About Market Risk		18
Item 4. Controls and Procedures		18
Part II. Other Information
Item 1. Legal Proceedings		19
Item 1A. Risk Factors		19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		19
Item 3. Defaults Upon Senior Securities		19
Item 4. Mine Safety Disclosures		19
Item 5. Other Information		19
Item 6. Exhibits		20
Part III. Signatures		21

PART I - FINANCIAL INFORMATION

Item 1. ~~Interim~~ Financial Statements.

FACT II ACQUISITION CORP.

CONDENSED BALANCE ~~SHEET~~SHEETS

SEPTEMBER 30, 2024

	March 31,
	2025			December 31,
	(Unaudited)			2024
ASSETS
Current assets
Cash	$	1,222,026		$	1,447,921
Prepaid expenses		157,906			95,833
Total current assets		1,379,932			1,543,754
Prepaid insurance		55,958			77,208
Cash held in Trust Account		178,382,954			176,597,270
TOTAL ASSETS	$	179,818,844		$	178,218,232
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	127,110		$	97,837
Over-allotment option liability		―			26,558
Total current liabilities		127,110			124,395
Deferred legal fees		1,000,000			850,000
Deferred underwriting fee payable		7,000,000			7,000,000
TOTAL LIABILITIES		8,127,110			7,974,395

COMMITMENTS AND CONTINGENCIES (Note 6)

Class A ordinary shares subject to possible redemption, 17,500,000 shares at redemption value of approximately $10.19 and $10.09 per share at March 31, 2025 and December 31, 2024, respectively		178,382,954			176,597,270

SHAREHOLDERS’ DEFICIT

Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at March 31, 2025 and December 31, 2024		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 988,125 issued and outstanding at March 31, 2025 and December 31, 2024 (excluding 17,500,000 shares subject to possible redemption)		99			99
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,833,333 and 6,708,333 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		583			671
Additional paid-in capital		—			—
Accumulated deficit		(6,691,902	)		(6,354,203	)
TOTAL SHAREHOLDERS’ DEFICIT		(6,691,220	)		(6,353,433	)
TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	179,818,844		$	178,218,232

~~(UNAUDITED)~~The accompanying notes are an integral part of the unaudited condensed financial statements.

Assets
Current asset – cash	$	11,593
Deferred offering costs		345,241
Total Assets	$	356,834
Liabilities and Shareholders’ Deficit
Current Liabilities
Accrued offering costs	$	277,645
Accrued expenses		33,496
Advance from related party		124,980
Total Liabilities		436,121
Commitments and Contingencies (Note 6)
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding		―
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,708,333 shares issued and outstanding (1)		671
Additional paid-in capital		24,329
Accumulated deficit		(104,287	)
Total Shareholders’ Deficit		(79,287	)
Total Liabilities and Shareholders’ Deficit	$	356,834

~~(1)~~FACT II ~~Includes~~ACQUISITION ~~an aggregate of up to 875,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (Note 5)~~CORP.

~~The accompanying notes are an integral part of~~CONDENSED ~~the~~STATEMENT ~~unaudited~~OF ~~condensed financial statements.~~OPERATIONS

1FOR THE THREE MONTHS ENDED MARCH 31, 2025

~~FACT II ACQUISITION CORP.~~(UNAUDITED)

CONDENSED STATEMENTS OF OPERATIONS


General and administrative expenses	$	364,345
Loss from operations		(364,345	)

Other income:
Change in fair value of over-allotment liability		26,558
Interest earned on cash held in Trust Account		1,785,684
Total other income		1,812,242

Net income	$	1,447,897

Weighted average shares outstanding of Class A ordinary shares		18,488,125
Basic and diluted net income per ordinary share, Class A ordinary shares	$	0.06
Weighted average shares outstanding, Class B ordinary shares		5,833,333
Basic and diluted net income per ordinary share, Class B ordinary shares	$	0.06

~~(UNAUDITED)~~The accompanying notes are an integral part of the unaudited condensed financial statements.

	For the Three Months Ended September 30, 2024			For the Period from June 19, 2024 (Inception) Through September 30, 2024
General and administrative costs	$	104,287		$	104,287
Loss from operations		(104,287	)		(104,287	)
Net loss	$	(104,287	)	$	(104,287	)
Weighted average Class B ordinary shares outstanding, basic and diluted (1)		5,128,205			4,530,744
Basic and diluted net loss per Class B ordinary share	$	(0.02	)	$	(0.02	)

~~(1)~~FACT II ~~Excludes~~ACQUISITION ~~an aggregate of up to 875,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (Note 5)~~CORP.

~~The accompanying notes are an integral part of~~CONDENSED ~~the~~STATEMENT ~~unaudited~~OF ~~condensed~~CHANGES ~~financial~~IN ~~statements.~~SHAREHOLDERS’ DEFICIT

2FOR THE THREE MONTHS ENDED MARCH 31, 2025

~~FACT II ACQUISITION CORP.~~(UNAUDITED)

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

	Class A Ordinary Shares				Class B Ordinary Shares						Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance – December 31, 2024		988,125	$	99		6,708,333		$	671		$	—		$	(6,354,203	)	$	(6,353,433	)

Forfeiture of Founder Shares		—		—		(875,000	)		(88	)		88			—			—

Accretion for common stock to redemption amount		—		—		—			—			(88	)		(1,785,596	)		(1,785,684	)

Net income		—		—		—			—			—			1,447,897			1,447,897

Balance – March 31, 2025 (unaudited)		988,125	$	99		5,833,333		$	583		$	—		$	(6,691,902	)	$	(6,691,220	)

~~FOR~~The accompanying ~~THE~~notes ~~THREE~~are ~~MONTHS~~an ~~ENDED~~integral ~~SEPTEMBER~~part ~~30,~~of ~~2024 AND~~the ~~FOR~~unaudited ~~THE~~condensed ~~PERIOD~~financial ~~FROM~~ statements.

~~JUNE 19, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024~~3

~~(UNAUDITED)~~FACT II ACQUISITION CORP.

	Class A Ordinary Shares				Class B Ordinary Shares (1)				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance — June 19, 2024 (inception)		—	$	—		—	$	—	$	—	$	—		$	—
Net loss		—		—		—		—		—		—			—
Balance – June 30, 2024 (unaudited)		—		—		—		—		—		—			—
Issuance of Class B ordinary shares to Sponsor		—		—		6,708,333		671		24,329		—			25,000
Net loss		—		—		—		—		—		(104,287	)		(104,287	)
Balance – September 30, 2024 (unaudited)		—	$	—		6,708,333	$	671	$	24,329	$	(104,287	)	$	(79,287	)

CONDENSED STATEMENT OF CASH FLOWS

~~(1)~~FOR THE ~~Includes~~THREE anMONTHS ~~aggregate~~ENDED ofMARCH ~~up to 875~~31,~~000~~ ~~Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (Note 5).~~2025

~~The accompanying notes are an integral part of the unaudited condensed financial statements.~~(UNAUDITED)

Cash Flows from Operating Activities:
Net income	$	1,447,897
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of over-allotment liability		(26,558	)
Interest earned on cash held in Trust Account		(1,785,684	)
Changes in operating assets and liabilities:
Prepaid expenses		(62,073	)
Prepaid insurance		21,250
Accrued expenses		29,273
Deferred legal fees		150,000
Net cash used in operating activities		(225,895	)

Net change in cash		(225,895	)
Cash, beginning of the period		1,447,921
Cash, end of the period	$	1,222,026

~~FACT~~The accompanying IInotes ~~ACQUISITION~~are ~~CORP~~an integral part of the unaudited condensed financial statements.

~~CONDENSED STATEMENT OF CASH FLOWS~~4

~~FOR THE PERIOD FROM JUNE 19, 2024 (INCEPTION)~~FACT ~~THROUGH~~II ~~SEPTEMER~~ACQUISITION ~~30, 2024~~CORP.

~~(UNAUDITED)~~NOTES TO CONDENSED FINANCIAL STATEMENTS

Cash Flows from Operating Activities:
Net loss	$	(104,287	)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares		19,795
Changes in operating assets and liabilities:
Accrued expenses		33,496
Net cash used in operating activities		(50,996	)
Cash Flows from Financing Activities:
Proceeds from issuance of founder shares to Sponsor HoldCo		25,000
Advance from related party		105,185
Payment of offering costs		(67,596	)
Net cash provided by financing activities		62,589
Net Change in Cash		11,593
Cash – Beginning of period		—
Cash – End of period	$	11,593
Non-Cash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	277,645

MARCH 31, 2025

~~The accompanying notes are an integral part of the unaudited condensed financial statements.~~(Unaudited)

4NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

FACT II ~~ACQUISITION~~Acquisition ~~CORP~~Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June 19, 2024. 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 (“Business Combination”).

~~NOTES~~The Company TOis ~~CONDENSED~~not ~~FINANCIAL~~limited ~~STATEMENT~~to a particular industry or geographic region for purposes of completing a Business Combination. 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.

~~SEPTEMBER~~As 30of March 31, 2025, the Company had not commenced any operations. All activity for the period from June 19, 2024 (inception) through March 31, 2025 relates to the Company’s formation, initial public offering (the “IPO”), and searching for a Business Combination opportunity, which are described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates 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 June 19, 2024, FACT II Acquisition Parent LLC, a Cayman Islands limited liability company (~~Unaudited~~which is referred to as the “Sponsor”) , formed FACT II Acquisition LLC, a Cayman Islands limited liability company (which is referred to as “Sponsor HoldCo”), through which the Sponsor (i) holds its founder shares (as defined below) and (ii) purchased Private Placement Securities at the date of the IPO.

~~NOTE~~The 1registration statement for the Company’s IPO was declared effective on November 25, 2024. ~~DESCRIPTION~~On OFNovember ~~ORGANIZATION~~27, ~~AND~~2024, ~~BUSINESS~~the Company consummated the IPO of 17,500,000 units (the “Units” ~~OPERATIONS~~and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $175,000,000, which is discussed in Note 3.

~~FACT~~Simultaneously IIwith ~~Acquisition~~the ~~Corp~~closing of the IPO, the Company consummated the sale of 663,125 private placement units (each, a “Private Placement Unit”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,631,250, which is discussed in Note 4, as follows: (A) 17,500 Private Placement Units ($175,000 in the aggregate) with the Sponsor, (B) (i) 260,000 Private Placement Units and (ii) 162,500 Private Placement Units and 325,000 restricted Class A ordinary shares (such restricted Class A ordinary shares together with such Private Placement Units collectively, the “~~Company~~Private Placement Securities”) ($4,225,000 in the aggregate) with Sponsor HoldCo, (C) 178,500 Private Placement Units is($1,785,000 ain ~~blank~~the ~~check~~aggregate) ~~company~~with ~~incorporated~~Cohen as& Company Capital Markets, a ~~Cayman~~division ~~Islands~~of ~~exempted~~J.V.B. ~~company~~Financial onGroup, ~~June~~LLC 19(“CCM”) and (D) 44,625 ~~2024~~Private Placement Units with Seaport Global Securities LLC (“Seaport”) ($446,250 in the aggregate) (collectively, the “Private Placement”). The ~~Company~~Private ~~was~~Placement ~~incorporated~~Units, ~~for~~which were purchased by the ~~purpose~~Sponsor, Sponsor HoldCo, CCM and Seaport, ofare ~~effecting~~identical ato ~~merger~~the Units, ~~share~~except ~~exchange~~that, ~~asset~~they ~~acquisition~~(including the underlying securities) are (i) subject to certain limited exceptions, ~~share~~will be ~~purchase~~subject to transfer restrictions until 180 days following the consummation of the Company’s initial Business Combination and (ii) will be entitled to registration rights. The Private Placement Securities, ~~reorganization~~which orwere ~~similar~~purchased ~~business~~by ~~combination~~Sponsor ~~with~~HoldCo, ~~one~~are oridentical to ~~more~~the Private Placement Units except that they include restricted Class A ordinary shares, which will be subject to transfer restrictions ~~businesses~~until (“90 days following the consummation of the Company’s initial Business Combination”).

~~The~~Transaction costs ~~Company~~amounted ~~is not limited~~ to a$11,028,226, ~~particular~~consisting ~~industry or~~of ~~geographic~~$3,500,000 ~~region for purposes~~ of ~~completing~~cash aunderwriting ~~Business~~fee, ~~Combination.~~$7,000,000 ~~The~~of ~~Company~~deferred isunderwriting anfee, ~~early stage~~ and ~~emerging growth company and~~$528,226 ~~as such, the Company is subject to all~~ of ~~the~~other ~~risks~~offering ~~associated with early stage and emerging growth companies~~costs.

AsThe ofCompany’s ~~September~~management ~~30,~~has ~~2024,~~broad ~~the~~discretion with ~~Company~~respect ~~had~~to ~~not commenced~~the ~~any~~specific ~~operations.~~application ~~All~~of ~~activity~~the ~~for~~net proceeds of the ~~period~~IPO ~~from~~and ~~June~~the 19Private Placement, ~~2024~~although ~~(inception)~~substantially ~~through~~all ~~September~~of ~~30,~~the ~~2024~~net proceeds ~~relates~~are intended to ~~the~~be applied generally toward completing a Business Combination. The Company~~’s formation~~ ~~and~~must ~~the~~complete its initial ~~public~~Business Combination ~~offering~~with ~~(“Initial~~one ~~Public~~or ~~Offering”),~~more ~~which~~target isbusinesses ~~described~~that ~~below.~~together ~~The~~have ~~Company~~a ~~will~~fair ~~not~~market ~~generate~~value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any ~~operating~~deferred ~~revenues~~underwriting ~~until~~commissions ~~after~~held in the ~~completion~~Trust ofAccount) aat ~~Business~~the ~~Combination,~~time atof the ~~earliest~~agreement to enter into a Business Combination. The Company will ~~generate~~only ~~non~~complete a Business Combination if the post-~~operating~~Business Combination company owns ~~income~~or inacquires 50% or more of the ~~form~~issued and outstanding voting securities of the target or otherwise acquires a controlling interest ~~income~~in the ~~from~~target business sufficient for it not to be required to register as an investment company under the ~~proceeds~~Investment ~~derived~~Company ~~from~~Act of 1940, as amended (the ~~Initial~~“Investment ~~Public~~Company ~~Offering~~Act”). ~~The~~There is no assurance that the Company ~~has~~will ~~selected~~be ~~December~~able ~~31 as~~to ~~its~~successfully ~~fiscal~~effect ~~year~~a ~~end~~Business Combination.

OnFollowing ~~June~~the 19closing of the IPO, on November 27, 2024, ~~FACT~~an IIamount ~~Acquisition~~of ~~Parent LLC~~$175, a875,000 ~~Cayman~~($10.05 ~~Islands~~per ~~limited~~Unit) ~~liability~~of ~~company~~the ~~(which~~net isproceeds ~~referred~~of tothe asIPO and the ~~“Sponsor”~~Private orPlacement was placed in the trust account (the “~~FACT~~Trust ~~Sponsor~~Account”), ~~formed FACT~~located IIin ~~Acquisition~~the ~~LLC~~United States, awith ~~Cayman~~Odyssey ~~Islands~~Transfer ~~limited~~and ~~liability~~Trust ~~company~~Company acting as trustee, and the funds will be invested or held either (~~which~~i) isin ~~referred~~U.S. togovernment assecurities, ~~“Sponsor~~within ~~HoldCo”~~the meaning set forth in Section 2(a)(16) of the Investment Company Act, ~~through~~with ~~which~~a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the ~~Sponsor~~Investment Company Act, (iii) ~~holds~~as ~~its~~uninvested ~~founder~~cash, ~~shares~~or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as ~~defined~~determined ~~below~~by the Company, until the earlier of (i) the completion of a Business Combination and (ii) ~~purchased~~the ~~Private~~distribution ~~Placement~~of ~~Units~~the atfunds in the ~~date~~Trust Account to the Company’s shareholders, as described below. No later than 18 months after the closing of the ~~Initial~~IPO ~~Public~~(or 24 months from the closing of the IPO if the Company has executed a definitive agreement ~~Offering~~for an initial business combination within 18 months from the IPO), the amounts held in the Trust Account will be held as cash or cash items, including in demand deposit accounts.

The registration statement for the Company’s Initial Public Offering was declared effective on November 25, 2024. On November 27, 2024, the Company consummated the Initial Public Offering of 17,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $175,000,000, which is discussed in Note 3.5

~~Simultaneously~~The ~~with~~Company ~~the~~will ~~closing~~provide ofits ~~the~~shareholders ~~Initial~~with ~~Public Offering,~~ the ~~Company~~opportunity ~~consummated~~to ~~the~~redeem ~~sale~~all ofor ~~663,125 private placement units (each,~~ a ~~“Private~~portion ~~Placement Unit”) at a price~~ of ~~$10.00~~their ~~per~~Public ~~Private~~Shares ~~Placement~~upon ~~Unit,~~the ~~generating~~completion ~~gross proceeds~~ of ~~$6,631,250,~~a ~~which~~Business isCombination ~~discussed~~either ~~in Note 4, as follows:~~ (Ai) ~~17,500 Private Placement Units ($175,000~~ in ~~the aggregate)~~ connection with ~~the~~a ~~Sponsor,~~general ~~(B)~~meeting ~~(i)~~called ~~260,000~~to ~~Private~~approve ~~Placement~~the ~~Units~~Business ~~and~~Combination or (ii) ~~162,500~~by ~~Private Placement~~means ~~Units~~of ~~and~~a ~~325,000~~tender ~~restricted~~offer. ~~Class~~The Adecision ~~shares~~as ~~(such~~to ~~restricted~~whether ~~Class~~the ~~A shares together with such Private Placement Units collectively,~~Company ~~the~~will ~~“Private~~seek ~~Placement~~shareholder ~~Securities”)~~approval ~~($4,225,000~~of ina ~~the~~Business ~~aggregate)~~Combination ~~with~~or ~~Sponsor~~conduct ~~HoldCo,~~a ~~(C)~~tender ~~178,500~~offer ~~Private~~will ~~Placement~~be ~~Units ($1,785,000~~made inby the ~~aggregate) with Cohen &~~ Company. ~~Capital~~The ~~Markets,~~shareholders awill be ~~division~~entitled ofto ~~J.V.B.~~redeem ~~Financial~~their ~~Group,~~shares ~~LLC~~for ~~(“CCM”) and~~a ~~(D)~~pro ~~44,625~~rata ~~Private~~portion ~~Placement~~of ~~Units~~the ~~with~~amount ~~Seaport~~held ~~Global~~in ~~Securities~~the ~~LLC~~Trust ~~(“Seaport”)~~Account (initially $~~446,250~~10.05 inper ~~the aggregate~~share) ~~(collectively~~, calculated ~~the~~as ~~“Private~~of ~~Placement”).~~two ~~The~~business ~~Private~~days ~~Placement~~prior ~~Units,~~to ~~which~~the ~~were~~completion ~~purchased~~of bya ~~the~~Business ~~Sponsor~~Combination, ~~Sponsor~~including ~~HoldCo,~~any ~~CCM~~pro ~~and~~rata ~~Seaport, are~~interest ~~identical~~earned toon the ~~Units,~~funds ~~except~~held ~~that,~~in the ~~they~~Trust ~~(including~~Account ~~the~~and ~~underlying~~not ~~securities)~~previously ~~are~~released ~~(i)~~to ~~subject~~the Company to ~~certain~~pay ~~limited~~its ~~exceptions,~~tax ~~will be~~obligations. ~~subject~~There towill ~~transfer~~be ~~restrictions~~no ~~until~~redemption ~~180~~rights ~~days~~upon ~~following~~ the ~~consummation~~ completion of ~~the~~a ~~Company’s initial~~ Business Combination ~~and (ii)~~with ~~will~~respect ~~be entitled~~ to ~~registration~~the ~~rights~~Company’s warrants. The ~~Private~~Class ~~Placement~~A ~~Securities,~~ordinary ~~which~~shares were ~~purchased~~recorded byat ~~Sponsor~~redemption ~~HoldCo, are identical~~value toand ~~the~~classified ~~Private~~as ~~Placement~~temporary ~~Units~~equity ~~except~~at ~~that~~the ~~they~~completion ~~include~~of ~~restricted~~the ~~Class A shares~~IPO, ~~which~~in ~~will~~accordance bewith ~~subject~~Accounting toStandards ~~transfer~~Codification ~~restrictions until~~(“ASC”) 90Topic ~~days~~480, ~~following~~“Distinguishing ~~the~~Liabilities ~~consummation~~from ~~of the Company’s initial Business Combination~~Equity.”

If the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. 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, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“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, Sponsor HoldCo has agreed to vote its founder shares (as defined in Note 5) and any Public Shares purchased in or after the IPO in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

~~Transaction~~Notwithstanding the ~~costs~~foregoing, ~~amounted~~if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to ~~$11~~the tender offer rules,~~028,226,~~ ~~consisting~~ the Company’s Amended and Restated Memorandum and Articles of $3Association provides that a public shareholder,~~500,000~~ together with any affiliate of ~~cash~~such ~~underwriting~~shareholder ~~fee,~~or ~~$7,000,000~~any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of ~~deferred~~the ~~underwriting~~Securities ~~fee~~Exchange Act of 1934, ~~and~~as ~~$528~~amended (the “Exchange Act”)),~~226~~ will be restricted from redeeming its shares with respect to more than an aggregate of ~~other~~15% ~~offering~~of ~~costs~~the Public Shares without the Company’s prior written consent.

~~The~~Sponsor HoldCo ~~Company’s management~~ has ~~broad~~agreed ~~discretion with~~(a) ~~respect~~ to ~~the~~waive ~~specific~~its ~~application~~redemption ofrights ~~the~~with ~~net~~respect ~~proceeds~~to ofany ~~the~~founder ~~Initial~~shares and Public ~~Offering~~Shares ~~and~~held ~~the~~by ~~Private~~it ~~Placement,~~in ~~although~~connection ~~substantially~~with ~~all~~the completion of ~~the~~a ~~net~~Business ~~proceeds~~Combination ~~are~~and ~~intended~~(b) not to bepropose ~~applied~~an ~~generally~~amendment ~~toward~~to ~~completing~~the aAmended ~~Business~~and ~~Combination.~~Restated ~~The~~Memorandum ~~Company~~and ~~must~~Articles ~~complete~~of ~~its initial~~Association ~~Business~~(i) ~~Combination~~to ~~with~~modify ~~one~~the substance or ~~more~~timing ~~target~~of ~~businesses~~the ~~that~~Company’s ~~together~~obligation ~~have~~to aredeem ~~fair~~100% ~~market~~of ~~value~~the ~~equal~~Public toShares atif ~~least~~the ~~80%~~Company ofdoes ~~the~~not ~~net assets~~complete ~~held~~a inBusiness Combination within the ~~Trust~~Extension ~~Account~~Period (as defined below) ~~(excluding~~or ~~any deferred underwriting commissions held in the Trust Account~~(ii) atwith ~~the~~respect ~~time of the agreement~~ to ~~enter~~any ~~into~~other aprovision ~~Business~~relating ~~Combination.~~to ~~The~~shareholders’ rights ~~Company~~or ~~will~~pre-initial ~~only complete a~~ Business Combination ifactivity, unless the ~~post-Business~~Company ~~Combination company~~provides ~~owns or acquires 50% or more of~~ the ~~issued~~public ~~and~~shareholders ~~outstanding~~with ~~voting securities of~~ the ~~target~~opportunity orto ~~otherwise~~redeem their ~~acquires~~Public aShares ~~controlling interest~~ in ~~the~~conjunction ~~target~~with ~~business~~any ~~sufficient~~such ~~for~~amendment itand ~~not~~(iii) to bewaive ~~required~~its rights to ~~register~~liquidating asdistributions anfrom ~~investment company under~~ the ~~Investment Company~~Trust ~~Act~~Account ofwith ~~1940,~~respect asto ~~amended (~~the ~~“Investment~~founder ~~Company~~shares ~~Act”).~~if ~~There is no assurance that~~ the Company ~~will~~fails ~~be able~~ to ~~successfully effect~~complete a Business Combination.

~~Following~~The ~~the~~Company ~~closing~~will ofhave ~~the~~until ~~Initial~~18 ~~Public~~months ~~Offering,~~from the onclosing ~~November~~of ~~27,~~the ~~2024,~~IPO an(or ~~amount~~24 ofmonths ~~$175,875,000~~from ~~($10.05~~the ~~per~~closing ~~Unit)~~ of the ~~net~~IPO ~~proceeds~~if of the ~~Initial~~Company ~~Public~~has ~~Offering~~executed ~~and~~a ~~the~~definitive ~~Private~~agreement ~~Placement~~for an initial Business ~~was~~Combination ~~placed~~within in18 months from the ~~trust~~closing ~~account~~of (the ~~“Trust Account”~~IPO), ~~located~~or insuch ~~the~~later ~~United~~period ~~States,~~approved ~~with~~by ~~Odyssey~~the ~~Transfer~~Company’s ~~and~~Shareholders ~~Trust~~(the ~~Company~~“Extension ~~acting~~Period”) asto ~~trustee,~~complete ~~and~~a ~~the~~Business ~~funds~~Combination. ~~will~~If bethe ~~invested~~Company oris ~~held~~unable ~~either~~to ~~(i)~~complete ina ~~U.S.~~Business ~~government~~Combination ~~securities,~~ within the ~~meaning~~Extension ~~set~~Period, the ~~forth~~Company inwill ~~Section 2~~(ai)~~(16)~~ ofcease ~~the~~all ~~Investment~~operations ~~Company~~except ~~Act,~~for ~~with~~the apurpose ~~maturity~~ of ~~185~~winding ~~days or less~~up, or(ii) inas ~~any~~promptly ~~open-ended~~as ~~investment~~reasonably ~~company~~possible ~~that~~but ~~holds~~no ~~itself~~more than ~~out~~10 asbusiness adays ~~money~~thereafter, ~~market~~redeem ~~fund~~100% ~~meeting certain conditions~~ of ~~Rule~~the ~~2a-7~~outstanding ofPublic ~~the~~Shares, ~~Investment~~at ~~Company~~a ~~Act~~per-share price, ~~(ii)~~payable asin ~~uninvested~~ cash, orequal ~~(iii)~~to anthe aggregate ~~interest~~amount ~~bearing~~then ~~bank~~on ~~demand~~ deposit ~~account~~in orthe ~~other~~Trust ~~accounts~~Account, atincluding ainterest ~~bank,~~earned as(less ~~determined~~up byto ~~the Company~~$100,000 ~~until~~of ~~the~~interest ~~earlier~~to ~~of:~~pay ~~(i)~~dissolution ~~the~~expenses and ~~completion~~net of ataxes ~~Business~~payable), ~~Combination~~divided ~~and~~by ~~(ii)~~ the ~~distribution~~number of ~~the~~then ~~funds~~outstanding inPublic ~~the~~Shares, ~~Trust~~which ~~Account~~redemption towill ~~the~~completely ~~Company’s~~extinguish public shareholders,’ rights as ~~described~~shareholders ~~below.~~(including Nothe ~~later~~right ~~than~~to 18receive ~~months~~further ~~after~~liquidation ~~the~~distributions, ~~closing~~if ofany), ~~the~~and ~~Initial~~(iii) ~~Public~~as ~~Offering~~promptly ~~(or~~as 24reasonably possible ~~months~~following ~~from~~such redemption, subject to the ~~closing~~approval of the ~~Initial Public~~remaining ~~Offering~~shareholders ifand the Company’s ~~has~~board ~~executed~~of adirectors, liquidate ~~definitive~~and ~~agreement~~dissolve, ~~for~~subject anin ~~initial~~each ~~business~~case ~~combination~~to ~~within~~its 18obligations ~~months~~under ~~from~~Cayman ~~the~~Islands ~~Initial Public~~law ~~Offering),~~to ~~the~~provide ~~amounts~~for ~~held~~claims inof ~~the~~creditors ~~Trust~~and ~~Account~~the ~~will~~requirements of beother ~~held~~applicable ~~as cash or cash items, including in demand deposit accounts~~law.

~~The~~Sponsor ~~Company~~HoldCo ~~will~~has ~~provide~~agreed to waive its ~~shareholders~~liquidation rights with ~~the~~ ~~opportunity~~respect to ~~redeem~~the ~~all~~founder orshares aif ~~portion~~the ofCompany ~~their~~fails ~~Public~~to ~~Shares~~complete ~~upon the completion of~~ a Business Combination ~~either~~within ~~(i)~~the inExtension ~~connection~~Period. However, ~~with~~if aSponsor ~~general~~HoldCo ~~meeting~~acquires ~~called~~Public toShares ~~approve~~in ~~the~~or ~~Business~~after ~~Combination~~the orIPO, ~~(ii)~~such byPublic ~~means~~Shares ofwill abe ~~tender~~entitled ~~offer.~~to ~~The~~liquidating ~~decision~~distributions asfrom tothe Trust ~~whether~~Account if the Company ~~will~~ ~~seek~~fails ~~shareholder~~to ~~approval~~complete of a Business Combination orwithin ~~conduct a tender offer will be made by~~ the ~~Company~~Extension Period. The ~~shareholders~~underwriters ~~will be~~have ~~entitled~~agreed to ~~redeem~~ waive their ~~shares~~rights ~~for~~to atheir ~~pro~~deferred ~~rata~~underwriting ~~portion~~commission of(see ~~the~~Note ~~amount~~6) held in the Trust Account ~~(initially~~in ~~$10.05~~the ~~per~~event ~~share),~~the ~~calculated as~~Company ofdoes ~~two~~not ~~business~~complete a ~~days~~Business ~~prior~~Combination towithin the ~~completion~~Extension ofPeriod aand, ~~Business~~in ~~Combination~~such event, ~~including~~such ~~any~~amounts ~~pro~~will ~~rata~~be ~~interest~~included ~~earned~~with on the funds held in the Trust Account ~~and~~that ~~not~~will ~~previously~~be ~~released~~available to fund the ~~Company~~redemption toof ~~pay~~the ~~its~~Public ~~tax obligations~~Shares. ~~There~~In ~~will be no redemption rights upon~~ the ~~completion~~ event of asuch ~~Business~~distribution, ~~Combination~~it ~~with~~is ~~respect~~possible tothat the per ~~Company’s~~share ~~warrants.~~value ~~The~~of ~~Class~~the Aassets ~~ordinary~~remaining ~~shares~~available ~~were~~for ~~recorded~~distribution atwill ~~redemption~~be ~~value and~~less ~~classified~~than ~~as temporary equity at~~ the ~~completion~~initial ofamount ~~the~~held ~~Initial Public Offering,~~ in ~~accordance~~the ~~with~~Trust ~~Accounting~~Account ~~Standards Codification~~ (~~“ASC”~~$10.05) ~~Topic 480 “Distinguishing Liabilities from Equity~~.”

IfSponsor HoldCo has agreed that it will be liable to the Company, ~~seeks~~if ~~shareholder~~and ~~approval~~to inthe ~~connection with~~extent any claims by a ~~Business~~third ~~Combination,~~party itfor ~~receives~~services anrendered ~~ordinary~~or ~~resolution~~products ~~under~~sold ~~Cayman~~to ~~Islands~~the ~~law~~Company, ~~approving~~or by a ~~Business~~prospective target ~~Combination,~~business with which ~~requires~~ the ~~affirmative~~Company ~~vote~~has ofdiscussed entering into a ~~majority~~transaction ofagreement, reduce the ~~shareholders~~amount ~~who~~of ~~vote~~funds atin athe ~~general~~Trust ~~meeting~~Account to ofbelow ~~the~~(1) ~~Company~~$10.05 Ifper aPublic ~~shareholder~~Share ~~vote~~or is(2) ~~not~~such ~~required under~~lesser ~~applicable~~amount ~~law~~per orPublic ~~stock~~Share ~~exchange~~held ~~listing~~in ~~requirements~~the ~~and~~Trust ~~the~~Account ~~Company~~as ~~does~~of ~~not~~the ~~decide~~date toof ~~hold~~the aliquidation of ~~shareholder~~the ~~vote~~Trust ~~for~~Account ~~business~~due ~~or other~~to ~~reasons,~~reductions in the ~~Company~~value ~~will,~~of ~~pursuant~~trust toassets, ~~its~~in ~~Amended~~each ~~and~~case ~~Restated~~net ~~Memorandum~~of ~~and~~the ~~Articles~~amount of ~~Association,~~interest ~~conduct~~which ~~the~~may ~~redemptions~~be withdrawn ~~pursuant~~to pay taxes. This liability will not apply with respect to ~~the~~any ~~tender~~claims ~~offer~~by ~~rules~~a ofthird ~~the~~party ~~Securities~~who ~~and~~executed ~~Exchange~~a ~~Commission~~waiver ~~(“SEC”),~~of any and ~~file~~all ~~tender~~rights ~~offer~~to seek ~~documents~~access ~~containing substantially~~to the ~~same~~Trust ~~information~~Account asnor ~~would~~will beit ~~included~~apply into aany ~~proxy~~claims ~~statement~~under ~~with~~ the ~~SEC~~Company’s ~~prior~~indemnity toof ~~completing~~the aunderwriters ~~Business~~of ~~Combination.~~the IPO against Ifcertain liabilities, including liabilities under the ~~Company~~Securities ~~seeks~~Act ~~shareholder~~of ~~approval~~1933, inas ~~connection~~amended ~~with~~(the a“Securities ~~Business~~Act”). ~~Combination~~Moreover, in ~~Sponsor~~the ~~HoldCo~~event ~~has~~that ~~agreed~~an toexecuted ~~vote~~waiver ~~its~~is ~~founder~~deemed ~~shares (as~~to ~~defined~~be inunenforceable ~~Note~~against 5)a ~~and~~third ~~any~~party, ~~Public~~Sponsor ~~Shares~~HoldCo ~~purchased~~will innot orbe ~~after~~responsible to the extent ~~Initial~~of ~~Public~~any ~~Offering~~liability infor ~~favor~~such ofthird-party ~~approving~~claims. aThe ~~Business~~Company ~~Combination and~~will seek to ~~waive~~reduce ~~its~~the ~~redemption~~possibility ~~rights~~that ~~with~~Sponsor ~~respect~~HoldCo will have to indemnify ~~any~~the ~~such~~Trust ~~shares~~Account indue ~~connection~~to ~~with~~claims aof ~~shareholder~~creditors ~~vote~~by endeavoring to ~~approve~~have aall ~~Business~~vendors, ~~Combination.~~service providers (other than the Company’s ~~Additionally~~independent auditors), ~~each~~prospective ~~public~~target ~~shareholder~~businesses ~~may~~or ~~elect~~other toentities ~~redeem~~with ~~its~~which ~~Public~~the ~~Shares,~~Company ~~without~~does ~~voting~~business, ~~and~~execute ifagreements ~~they~~with dothe Company ~~vote~~waiving any right, ~~irrespective~~title, interest or claim of ~~whether they~~any ~~vote~~kind ~~for~~in or ~~against~~to amonies ~~proposed~~held ~~Business~~in ~~Combination~~the Trust Account.

~~Notwithstanding the foregoing, if the Company~~Risks ~~seeks shareholder approval of a Business Combination~~ and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides 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% of the Public Shares without the Company’s prior written consent.Uncertainties

~~Sponsor~~The United States ~~HoldCo~~and ~~has~~global ~~agreed~~markets ~~(a)~~are toexperiencing ~~waive~~volatility ~~its~~and ~~redemption~~disruption following the geopolitical instability resulting from ~~rights~~each ~~with~~of ~~respect~~the toongoing ~~any~~Russia-Ukraine ~~founder~~and ~~shares~~Israel-Hamas conflicts, as well as recent developments to trade and ~~Public~~tariff ~~Shares~~policies ~~held~~of bythe itUnited States inand ~~connection~~other ~~with~~countries. In response to the ~~completion~~ongoing ofRussia-Ukraine aconflict, ~~Business~~the ~~Combination~~North ~~and~~ Atlantic Treaty Organization (b“NATO”) deployed ~~not~~additional military forces to ~~propose~~eastern anEurope, ~~amendment~~and tothe United States, the ~~Amended~~United Kingdom, the European Union and ~~Restated~~other ~~Memorandum~~countries have announced various sanctions and ~~Articles~~restrictive actions against Russia, Belarus and related individuals and entities, including the removal of ~~Association~~certain ~~(i)~~financial toinstitutions ~~modify~~from the ~~substance~~Society orfor ~~timing~~Worldwide Interbank Financial Telecommunication payment system. Certain ofcountries, including the ~~Company’s~~United States, ~~obligation~~have also provided and may continue to ~~redeem~~provide ~~100%~~military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the ~~Public~~escalation ~~Shares~~of ifthe Israel-Hamas conflict and the ~~Company~~resulting ~~does~~measures ~~not~~that ~~complete~~have abeen ~~Business~~taken, ~~Combination~~and ~~within~~could be taken in the future, by NATO, the United States, ~~Combination~~the ~~Period~~United ~~(as~~Kingdom, ~~defined~~the ~~below)~~European orUnion, ~~(ii)~~Israel ~~with~~and ~~respect~~its toneighboring ~~any~~states and other ~~provision~~countries ~~relating~~have tocreated ~~shareholders’~~global ~~rights~~security orconcerns ~~pre-initial~~that ~~Business~~could ~~Combination~~have ~~activity,~~a ~~unless~~lasting ~~the~~impact ~~Company~~on ~~provides~~regional and global economies. Although the ~~public~~length ~~shareholders~~and ~~with~~impact of the ~~opportunity~~ongoing toconflicts, ~~redeem~~as ~~their~~well ~~Public~~as ~~Shares~~changes in ~~conjunction~~global ~~with~~trade ~~any~~and ~~such~~tariff ~~amendment~~policies, ~~and~~are ~~(iii)~~highly tounpredictable, ~~waive~~they ~~its~~could ~~rights~~lead to ~~liquidating~~market ~~distributions~~disruptions, ~~from~~including ~~the~~significant ~~Trust~~volatility in ~~Account~~commodity ~~with~~prices, ~~respect~~credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. toAdditionally, ~~the~~any ~~founder~~resulting ~~shares~~sanctions ifor tariffs, as applicable, could adversely affect the ~~Company~~global ~~fails~~economy and financial markets and lead to ~~complete~~instability aand ~~Business~~lack ~~Combination~~of liquidity in capital markets.

~~The Company will have until 18 months from the~~Any ~~closing~~ of the ~~Initial~~above ~~Public~~mentioned ~~Offering~~factors, (or 24any ~~months~~other ~~from~~negative ~~the~~impact ~~closing~~on of the ~~Initial~~global ~~Public~~economy, ~~Offering~~capital ifmarkets ~~the~~or ~~Company~~other ~~has~~geopolitical ~~executed a definitive~~conditions ~~agreement~~resulting ~~for an initial Business Combination within 18 months~~ from the ~~closing~~Russian ofinvasion the Initial Public Offering) or such later period approved by the Company’s Shareholders (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of ~~winding~~ upUkraine, ~~(ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of~~ the ~~outstanding Public Shares, at a per~~Israel-~~share~~Hamas ~~price,~~conflict ~~payable~~and insubsequent ~~cash,~~sanctions ~~equal~~or torelated ~~the~~actions ~~aggregate~~or ~~amount then on deposit in~~ the ~~Trust Account, including interest~~ongoing ~~earned~~trade ~~(less up to $100,000 of interest to pay dissolution expenses~~ and ~~net~~tariff ofpolicy ~~taxes~~changes ~~payable), divided~~ by the ~~number~~United ofStates ~~then~~or ~~outstanding Public~~other ~~Shares~~countries, ~~which~~could ~~redemption~~adversely ~~will~~affect ~~completely~~the ~~extinguish public shareholders~~Company’s ~~rights~~search asfor ~~shareholders~~an ~~(including the right to receive~~initial ~~further~~business ~~liquidation~~combination ~~distributions,~~and if any), ~~and~~target ~~(iii)~~business aswith ~~promptly~~which ~~as reasonably possible following such redemption, subject to~~ the ~~approval of the remaining shareholders and the~~ Company’s ~~board~~may ofultimately ~~directors,~~consummate ~~liquidate~~an ~~and~~initial ~~dissolve,~~business ~~subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law~~combination.

7NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

~~Sponsor HoldCo has agreed to waive its liquidation~~Basis rights with respect to the founder shares if the Company fails to complete a Business Combination within the Combination Period. However, if Sponsor HoldCo acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the initial amount held in the Trust Account ($10.05).Presentation

~~Sponsor HoldCo has agreed that it will be liable~~The toaccompanying ~~the~~unaudited ~~Company,~~condensed iffinancial ~~and~~statements tohave ~~the~~been ~~extent~~prepared ~~any~~in ~~claims~~accordance bywith aaccounting ~~third~~principles ~~party~~generally ~~for services rendered or products sold to the Company, or by a prospective~~accepted ~~target~~in ~~business with which~~ the ~~Company~~United ~~has~~States ~~discussed entering into a transaction agreement, reduce the amount~~ of ~~funds~~America ~~in the Trust Account to below~~ (1“GAAP”) ~~$10.05~~for ~~per~~interim ~~Public~~financial ~~Share~~information orand ~~(2) such lesser amount per Public Share held~~ in ~~the~~accordance ~~Trust~~with ~~Account as of~~ the ~~date~~instructions ofto ~~the liquidation~~Form of10-Q ~~the~~and ~~Trust~~Article ~~Account~~8 ~~due to reductions in the value~~ of ~~trust~~Regulation ~~assets,~~S-X ~~in each case net~~ of the ~~amount~~SEC. ofCertain ~~interest~~information ~~which~~or ~~may~~footnote bedisclosures ~~withdrawn to~~normally ~~pay~~included ~~taxes.~~in ~~This~~financial ~~liability~~statements prepared ~~will~~in ~~not~~accordance ~~apply~~ with ~~respect~~GAAP tohave ~~any~~been ~~claims~~condensed byor aomitted, ~~third~~pursuant ~~party who executed a waiver of any and all rights~~ to ~~seek~~ ~~access to~~ the ~~Trust~~rules ~~Account~~and ~~nor~~regulations ~~will it apply to any claims under the Company’s indemnity~~ of the ~~underwriters~~SEC offor ~~the~~interim ~~Initial~~financial ~~Public~~reporting. ~~Offering against certain liabilities~~Accordingly, ~~including~~they ~~liabilities~~do ~~under~~not ~~the~~include ~~Securities~~all ~~Act of 1933, as amended (~~the ~~“Securities Act”).~~information ~~Moreover,~~and infootnotes ~~the~~necessary ~~event~~for ~~that an executed waiver is deemed to be unenforceable against~~ a ~~third~~complete ~~party,~~presentation ~~Sponsor~~of ~~HoldCo~~financial ~~will not~~position, beresults ~~responsible to the extent~~ of ~~any~~operations, ~~liability~~or ~~for~~cash ~~such third-party claims~~flows. ~~The~~In ~~Company will seek to reduce~~ the ~~possibility~~opinion ~~that~~of ~~Sponsor HoldCo~~management, ~~will have to indemnify~~ the ~~Trust~~accompanying ~~Account~~unaudited ~~due~~condensed tofinancial ~~claims~~statements ~~of creditors by endeavoring to have~~ include all ~~vendors~~adjustments, ~~service~~consisting ~~providers~~of ~~(other than~~a ~~the~~normal ~~Company’s~~recurring ~~independent auditors)~~nature, ~~prospective~~which ~~target~~are ~~businesses~~necessary orfor ~~other~~a ~~entities~~fair ~~with~~presentation ~~which~~of the ~~Company~~financial ~~does business~~position, operating ~~execute~~results ~~agreements~~and ~~with~~cash ~~the~~flows ~~Company~~for ~~waiving any right, title, interest or claim of any kind in or to monies held in~~ the ~~Trust~~periods ~~Account~~presented.

~~NOTE~~The accompanying 2unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 27, 2025. ~~SIGNIFICANT~~The ~~ACCOUNTING~~interim ~~POLICIES~~results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

~~Basis of Presentation~~7

~~The accompanying unaudited condensed financial~~Liquidity ~~statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information~~ and inCapital accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.Resources

~~The~~As ~~accompanying~~of ~~unaudited~~March ~~condensed~~31, ~~financial statements~~2025, ~~should~~the beCompany ~~read~~had $1,222,026 in ~~conjunction~~cash and a working capital of $1,252,822. In connection with the Company’s ~~prospectus~~assessment ~~for~~of ~~its~~going ~~Initial~~concern ~~Public~~considerations ~~Offering~~in asaccordance with ~~filed~~ASC ~~with~~205-40, “Going Concern,” and through the ~~SEC~~consummation ~~on November~~of ~~26,~~the ~~2024~~IPO, asthe ~~well~~Company ashas sufficient funds for the ~~Company’s~~working capital ~~Current~~needs ~~Report~~of onthe ~~Form~~Company ~~8-K,~~until asa ~~filed~~minimum ~~with~~of one year from the ~~SEC~~date onof ~~December~~issuance 4,of ~~2024.~~these ~~The~~unaudited ~~interim~~condensed ~~results~~financial statements. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating the ~~three~~business. However, ~~months~~if ~~ended~~estimates ~~September~~of 30the costs of identifying a target business, ~~2024~~undertaking in-depth due diligence and ~~for~~negotiating a Business Combination are less than the ~~period~~actual ~~from~~amount ~~June~~necessary 19to do so, ~~2024~~the ~~(inception)~~Company ~~through~~may ~~September~~have ~~30,~~insufficient ~~2024,~~funds ~~are~~available ~~not~~to ~~necessarily~~operate its business prior to ~~indicative~~the ofinitial Business Combination. Moreover, the ~~results~~Company may need to beobtain ~~expected~~additional ~~for~~financing either to complete the ~~year~~Business ~~ending~~Combination or ~~December~~because 31it became obligated to redeem a significant number of public shares upon completion of a Business Combination, ~~2024~~in which case the Company may issue additional securities or ~~for~~incur ~~any~~debt ~~future~~in ~~periods~~connection with such Business Combination. The Company cannot be assured that its plans to consummate an initial Business Combination will be successful.

8The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

~~Liquidity~~Emerging Growth ~~and Capital Resources~~Company

AsThe Company ofis ~~September~~an ~~30,~~“emerging ~~2024~~growth company,” ~~the~~as ~~Company~~defined ~~had $11,593~~ in ~~cash~~Section ~~and~~ 2(a) ~~working~~of ~~capital~~the ~~deficit~~Securities ~~of $424~~Act,~~528.~~ Inas ~~connection~~modified ~~with~~by the ~~Company’s~~Jumpstart ~~assessment of going concern considerations in~~Our ~~accordance~~Business ~~with~~Startups ~~Accounting~~Act ~~Standards~~of ~~Codification~~2012 (~~“ASC”)~~the ~~205-40~~ “~~Going~~JOBS ~~Concern,~~Act”), and ~~through~~it ~~the~~may ~~consummation of~~take ~~the~~advantage ~~Initial Public Offering, the Company has sufficient funds for the working capital needs~~ of ~~the~~certain ~~Company~~exemptions ~~until~~from avarious ~~minimum~~reporting ~~of one year~~requirements ~~from~~that ~~the~~are ~~date~~applicable ofto ~~issuance~~other ofpublic ~~these~~companies ~~unaudited~~that ~~condensed~~are ~~financial statements. The Company does~~ not ~~believe~~emerging itgrowth ~~will~~companies ~~need~~including, tobut ~~raise~~not ~~additional funds~~limited ~~in order~~ to, ~~meet~~not ~~the~~being ~~expenditures~~ required to ~~for~~comply ~~operating~~with the ~~business.~~auditor ~~However,~~attestation ifrequirements ~~estimates~~ of ~~the~~Section ~~costs~~404 of ~~identifying~~the ~~a target business, undertaking in~~Sarbanes-~~depth~~Oxley ~~due~~Act ~~diligence~~of ~~and~~2002, ~~negotiating~~reduced adisclosure ~~Business Combination are less than the actual amount necessary to do so,~~obligations ~~the~~regarding ~~Company~~executive ~~may~~compensation ~~have~~in ~~insufficient funds available to operate~~ its ~~business~~periodic ~~prior~~reports toand ~~the~~proxy ~~initial Business Combination. Moreover~~statements, ~~the~~and ~~company may~~exemptions ~~need~~from ~~to obtain additional financing either to complete~~ the ~~Business~~requirements ~~Combination or because it became obligated to redeem a significant number~~ of ~~public~~holding ~~shares upon completion of~~ a ~~Business Combination, in which case the Company may issue additional securities or incur~~nonbinding ~~debt~~advisory invote ~~connection~~on ~~with~~executive ~~such~~compensation ~~Business~~and ~~Combination.~~shareholder ~~The~~approval ~~Company~~of ~~cannot~~any begolden ~~assured~~parachute ~~that~~payments ~~its~~not ~~plans~~previously ~~to consummate an initial Business Combination will be successful~~approved.

~~The~~Further, Section ~~Company~~102(b)(1) ~~does~~of ~~not~~the ~~believe~~JOBS itAct ~~will~~exempts ~~need~~emerging growth companies from being required to ~~raise~~comply with new or revised financial accounting ~~additional~~standards ~~funds~~until inprivate ~~order~~companies to(that ~~meet~~is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the ~~expenditures~~Exchange Act) are required ~~for~~to ~~operating~~comply ~~its~~with ~~business~~the new or revised financial accounting standards. ~~However,~~The ifJOBS ~~the~~Act ~~estimate~~provides that a company can elect to opt out of the ~~costs~~extended oftransition ~~identifying a~~period ~~target~~and ~~business,~~comply ~~undertaking~~with inthe requirements that apply to non-~~depth~~emerging ~~due~~growth ~~diligence~~companies ~~and~~but ~~negotiating~~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 ~~Business~~standard ~~Combination~~is ~~are~~issued ~~less~~or ~~than~~revised ~~the~~and ~~actual~~it ~~amount~~has ~~necessary~~different application dates for public toor doprivate socompanies, 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 ~~have~~make ~~insufficient~~comparison ~~funds~~of ~~available~~the toCompany’s ~~operate~~financial ~~its~~statements ~~business~~with ~~prior~~another topublic company which is neither an emerging growth company nor an emerging growth company which has opted out of using the ~~initial~~extended ~~Business~~transition ~~Combination~~period difficult or impossible because of the potential differences in accounting standards used.

~~Emerging~~Use of ~~Growth Company~~Estimates

The ~~Company is an “emerging growth company,”~~ aspreparation ~~defined in Section 2(a)~~ of ~~the~~financial ~~Securities~~statements ~~Act,~~in asconformity ~~modified~~with byGAAP ~~the~~requires ~~Jumpstart~~management ~~Our~~to ~~Business~~make ~~Startups~~estimates ~~Act of 2012 (the “JOBS Act”),~~ and itassumptions ~~may take advantage of certain exemptions from various reporting requirements~~ that ~~are~~affect ~~applicable to other public companies that~~the ~~are~~reported ~~not~~amounts ~~emerging~~of ~~growth~~assets ~~companies~~and ~~including,~~liabilities ~~but~~and ~~not~~disclosure ~~limited~~of ~~to,~~contingent ~~not~~assets ~~being~~and ~~required~~liabilities toat ~~comply with~~ the ~~auditor~~date ~~attestation requirements~~ of ~~Section 404 of~~ the ~~Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports~~unaudited ~~and~~condensed ~~proxy~~financial statements, and ~~exemptions from~~ the ~~requirements~~reported ofamounts ~~holding a nonbinding advisory vote on executive compensation and shareholder approval~~ of ~~any~~expenses ~~golden~~during ~~parachute~~the ~~payments~~reporting ~~not previously approved~~period.

~~Further, Section 102(b)(1) of the JOBS Act exempts~~Making ~~emerging~~estimates ~~growth~~requires ~~companies~~management ~~from being required~~ to ~~comply~~exercise ~~with~~significant ~~new~~judgment. orIt ~~revised~~is ~~financial~~at ~~accounting~~least ~~standards~~reasonably ~~until~~possible ~~private companies (~~that ~~is,~~ ~~those~~the ~~that~~estimate ~~have~~of ~~not~~the ~~had~~effect of a ~~Securities~~condition, ~~Act~~situation ~~registration statement declared effective~~ or doset ~~not have a class~~ of ~~securities~~circumstances ~~registered under~~that ~~the~~existed ~~Exchange~~at ~~Act) are required to comply with~~ the ~~new~~date ~~or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out~~ of the ~~extended~~unaudited ~~transition~~condensed ~~period~~financial ~~and~~statements, ~~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~~management aconsidered ~~standard~~in isformulating ~~issued~~its ~~or revised and it has different application dates for public or private companies~~estimate, ~~the~~could ~~Company,~~change asin ~~an emerging growth company, can adopt~~ the ~~new~~near orterm ~~revised~~due ~~standard~~to atone ~~the time private companies adopt the new~~ or ~~revised~~more ~~standard.~~future ~~This~~confirming ~~may make comparison~~events. ofAccordingly, the ~~Company’s~~actual ~~financial~~results ~~statements~~could ~~with~~differ ~~another~~significantly ~~public~~from ~~company~~those 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 usedestimates.

~~Use~~Cash and ofCash ~~Estimates~~Equivalents

The ~~preparation~~Company ofconsiders ~~financial~~all ~~statements~~short-term ~~in conformity~~investments with ~~GAAP~~an ~~requires~~original ~~management~~maturity toof ~~make~~three ~~estimates~~months ~~and~~or ~~assumptions~~less ~~that~~when ~~affect~~purchased ~~the~~to ~~reported~~be ~~amounts~~cash ofequivalents. ~~assets~~The ~~and~~Company ~~liabilities~~had $1,222,026 and ~~disclosure~~$1,447,921 in cash as of ~~contingent~~March ~~assets~~31, 2025 and ~~liabilities~~December at31, ~~the~~2024, ~~date~~respectively. ofThe ~~the~~Company ~~financial~~had ~~statements~~no ~~and~~cash ~~the~~equivalents ~~reported~~as ~~amounts~~ of ~~expenses~~March ~~during~~31, ~~the~~2025 ~~reporting~~or December 31, ~~period~~2024.

~~Making estimates requires management to exercise~~Cash ~~significant~~Held 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 statements, which management considered in ~~formulating~~Trust ~~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.~~Account

9As of March 31, 2025 and December 31, 2024, all of the assets held in the Trust Account were held in a demand deposit account.

~~Cash~~Concentration of ~~and~~Credit ~~Cash Equivalents~~Risk

~~The~~Financial instruments that potentially subject the Company ~~considers~~to ~~all~~concentrations ~~short-term~~of ~~investments~~credit risk consist of a cash account in a financial institution, ~~with~~which, anat ~~original~~times ~~maturity~~may exceed the Federal Deposit Insurance Corporation limit of ~~three~~$250,000. ~~months~~Any loss incurred or ~~less~~a ~~when~~lack ~~purchased~~of access to besuch funds ~~cash~~could ~~equivalents.~~have ~~The~~a ~~Company~~significant ~~had~~adverse ~~$11,593~~impact inon ~~cash~~the ~~and~~Company’s nofinancial ~~cash~~condition, ~~equivalents as~~results of ~~September~~operations ~~30,~~and ~~2024~~cash flows.

~~Concentration of Credit Risk~~8

~~Financial instruments that potentially subject~~Offering 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 of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.Costs

~~Deferred~~The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” ~~Costs~~Offering costs consist principally of professional and registration fees that are directly related to the IPO. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Warrants and Private Placement Units were charged to shareholders’ deficit as the Public and Private Placement Warrants, after management’s evaluation, were accounted for under equity treatment.

~~The~~Fair Value ~~Company complies with the requirements~~ of ~~the~~ Financial Accounting Standards Board (“FASB”) ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are directly related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Warrants and Private Placement Units were charged to shareholders’ deficit as the Public Warrants and the warrants included in the Private Placement Units (the “Private Placement Warrants”), after management’s evaluation, were accounted for under equity treatment.Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value ofMeasurement,” ~~Financial~~approximates ~~Instruments~~the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

~~The fair value of the Company’s assets and~~Income liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

~~The~~ASC 740 also ~~Company~~clarifies ~~accounts~~the accounting for uncertainty in income taxes ~~under~~recognized ~~ASC 740,~~in an enterprise’s financial statements and prescribes ~~“Income~~a ~~Taxes”~~recognition ~~(“ASC 740”).~~threshold ~~ASC 740~~and ~~requires~~measurement ~~the~~process for financial statement recognition and measurement of ~~deferred~~a tax ~~assets~~position ~~and~~taken ~~liabilities~~or expected ~~for~~to ~~both~~be ~~the~~taken ~~expected~~in ~~impact~~a oftax ~~differences~~return. ~~between~~For ~~the~~those ~~financial~~benefits ~~statement~~to ~~and~~be recognized, a tax ~~basis~~position ofmust ~~assets~~be ~~and~~more ~~liabilities~~likely ~~and~~than ~~for~~not ~~the~~to ~~expected~~be sustained upon examination ~~future~~by ~~tax~~taxing ~~benefit~~authorities. The Company recognizes accrued interest and penalties related to beunrecognized ~~derived~~tax ~~from~~benefits as income tax ~~loss~~expense. There ~~and~~were no unrecognized tax ~~credit~~benefits ~~carry~~and ~~forwards.~~no ~~ASC 740~~amounts ~~additionally~~accrued ~~requires~~for ainterest ~~valuation~~and ~~allowance to~~penalties beas ~~established~~of ~~when~~March it31, is2025 ~~more~~and ~~likely~~December ~~than~~31, 2024. The Company is currently not aware of any issues under review that ~~all~~could result in significant payments, accruals or amaterial ~~portion~~deviation from ofits ~~deferred~~position. The Company has been subject to income tax ~~assets~~examinations ~~will~~by ~~not~~major betaxing ~~realized~~authorities since inception.

~~ASC 740 also clarifies the accounting for~~The ~~uncertainty~~Company inis ~~income~~considered ~~taxes recognized in~~ an ~~enterprise’s~~exempted ~~financial~~Cayman ~~statements~~Islands ~~and~~Company ~~prescribes a recognition threshold~~ and ~~measurement process~~is ~~for~~presently ~~financial statement recognition and measurement of a tax position 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 tosubject ~~be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related~~ to ~~unrecognized~~income ~~tax~~taxes ~~benefits~~or as income tax ~~expense.~~filing ~~There were no unrecognized tax benefits~~requirements ~~and~~in nothe ~~amounts~~Cayman ~~accrued~~Islands ~~for~~or ~~interest~~the ~~and penalties as of September 30, 2024~~United States. ~~The~~As ~~Company is currently not aware of any issues under review that could result in significant payments~~such, ~~accruals~~the ~~or material deviation from its position. The~~ Company’s ~~is subject to income~~ tax ~~examinations by~~provision ~~major~~was ~~taxing~~zero ~~authorities~~for ~~since~~the ~~inception~~period presented.

~~The Company is considered an exempted Cayman Islands~~Derivative ~~Company~~Financial ~~and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.~~Instruments

10The 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.” 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 condensed 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 condensed balance sheets 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 condensed balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 as the option was not fully exercised at the time of the IPO.

~~Derivative Financial~~ Warrant Instruments

The Company ~~evaluates~~accounted ~~its~~for ~~financial~~the ~~instruments~~Public Warrants toand ~~determine~~Private ifPlacement ~~such~~Warrants ~~instruments~~issued ~~are~~in ~~derivatives~~connection orwith ~~contain~~the ~~features~~IPO ~~that~~and ~~qualify~~the asprivate ~~embedded~~placement ~~derivatives~~ in accordance with guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” ~~For derivative financial instruments that are accounted for as liabilities~~Accordingly, the ~~derivative~~Company ~~instrument is~~evaluated ~~initially recorded at its fair value on the grant date~~ and isclassified ~~then re-valued at each reporting date, with changes in~~ the ~~fair~~warrant ~~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. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at ~~the~~their ~~time of~~assigned ~~the Initial Public Offering~~values.

~~Warrant~~Net Income ~~Instruments~~per Ordinary Share

~~The~~Net income ~~Company~~per ~~accounted~~ordinary ~~for~~share is computed by dividing net income by the ~~Public~~weighted ~~Warrants~~average number of ordinary shares outstanding during the ~~and~~period, ~~Private~~excluding ~~Placement~~ordinary ~~Warrants~~shares ~~issued~~subject into ~~connection~~forfeiture. ~~with~~Weighted ~~the~~average ~~Initial~~shares ~~Public~~were ~~Offering~~reduced ~~and~~for the ~~private~~effect ~~placement~~of ~~in,~~an ~~respectively,~~aggregate ~~accordance~~of 875,000 ~~with~~ordinary ~~guidance~~shares ~~contained~~that inwere ~~FASB~~forfeited ~~ASC~~upon ~~Topic~~the ~~815,~~expiry ~~“Derivatives~~of ~~and~~the ~~Hedging.”~~over-allotment ~~Accordingly,~~option granted to the ~~Company~~underwriters, ~~evaluated~~effective ~~and~~as ~~classified~~of January ~~the~~10, ~~warrant~~2025. ~~instruments~~As ~~under~~a ~~equity~~result, ~~treatment~~diluted atnet ~~their~~income ~~assigned~~per ~~values.~~ordinary ~~There~~share ~~are~~is nothe ~~Public~~same ~~Warrants~~as orbasic ~~Private~~net ~~Placement~~income ~~Warrants~~per ~~currently outstanding~~ordinary asshare offor ~~September~~the ~~30,~~period ~~2024~~presented.

~~Net Loss per Ordinary Share~~9

~~Net loss per ordinary share is computed by dividing~~The ~~net~~following ~~loss~~table bypresents ~~the~~a ~~weighted~~reconciliation ~~average number~~ of ~~ordinary shares outstanding during~~ the ~~period,~~numerator ~~excluding~~and ~~ordinary~~denominator ~~shares~~used ~~subject~~ to ~~forfeiture. Weighted~~compute ~~average~~basic shares were reduced for the effect of an aggregate of 875,000 ordinary shares that would have been subject to forfeiture had the over-allotment option not been exercised by the underwriters. As of September 30, 2024, the Company did not have any dilutive securities and ~~other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result,~~ diluted net ~~loss~~income per ~~ordinary~~ share isfor each ~~the~~class ~~same~~of ~~as basic net loss per~~ ordinary ~~share for the periods presented.~~shares:

Recently Issued Accounting Standards

	For the Three Months Ended March 31, 2025
	Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income, basic	$	1,100,629	$	347,268
Denominator:
Basic and diluted weighted average ordinary shares outstanding		18,488,125		5,833,333
Basic and diluted net income per ordinary share	$	0.06	$	0.06

~~Management does not believe that any recently~~Class ~~issued,~~A ~~but~~Ordinary ~~not~~Shares ~~yet~~Subject ~~effective,~~to ~~accounting~~Possible ~~pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.~~Redemption

~~NOTE~~The 3public 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. ~~INITIAL~~In ~~PUBLIC~~accordance ~~OFFERING~~with ASC 480-10-S99, the Company classifies public shares subject to possible 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 it occurs 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, as of March 31, 2025 and December 31, 2024, 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 condensed balance sheets. As of March 31, 2025 and December 31, 2024, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Pursuant to the Initial Public Offering on November 27, 2024, the Company sold 17,500,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 6).

Gross proceeds	$	175,000,000
Less:
Proceeds allocated to Public Warrants		(525,000	)
Proceeds allocated to over-allotment option		(312,296	)
Class A ordinary shares issuance costs		(10,956,268	)
Plus:
Remeasurement of carrying value to redemption value		13,390,834
Class A ordinary shares subject to possible redemption, December 31, 2024	$	176,597,270
Plus:
Accretion for common stock to redemption amount		1,785,684
Class A ordinary shares subject to possible redemption, March 31, 2025	$	178,382,954

~~NOTE~~Recently Issued 4.Accounting ~~PRIVATE PLACEMENT~~Standards

~~Simultaneously with the closing of the Initial~~Management ~~Public~~does ~~Offering,~~not ~~the~~believe ~~Company~~that ~~consummated~~any ~~the~~recently ~~sale of 663~~issued,~~125~~ ~~Private~~but ~~Placement~~not ~~Units~~yet ~~at a price of $10.00 per Private Placement Unit~~effective, ~~generating~~ ~~gross~~accounting ~~proceeds of $6~~pronouncements,~~631,250,~~ asif ~~follows:~~currently ~~(A) 17~~adopted,~~500~~ ~~Private~~would ~~Placement~~have ~~Units~~a ~~($175,000 in the aggregate) with the Sponsor,~~material ~~(B)~~effect ~~(i)~~on ~~260,000 Private Placement Units and (ii) 162,500 Private Placement Units and 325,000 restricted Class A shares ($4,225,000 in~~ the ~~aggregate)~~Company’s ~~with~~unaudited ~~Sponsor~~condensed ~~HoldCo,~~financial ~~(C) 178,500 Private Placement Units ($1,785,000 in the aggregate) with CCM and (D) 44,625 Private Placement Units with Seaport ($446,250 in the aggregate)~~statements.

~~The Private Placement Units, which were purchased~~NOTE by the Sponsor, Sponsor HoldCo, CCM and Seaport, are identical to the Units, except that, they (including the underlying securities) are (i) subject to certain limited exceptions, will be subject to transfer restrictions until 180 days following the consummation of the Company’s initial Business Combination and (ii) will be entitled to registration rights3. ~~The~~INITIAL ~~Private~~PUBLIC Placement Securities, which were purchased by Sponsor HoldCo, are identical to the Private Placement Units except that they include restricted Class A shares, which will be subject to transfer restrictions until 90 days following the consummation of the Company’s initial Business Combination.OFFERING

Pursuant to the IPO on November 27, 2024, the Company sold 17,500,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 6).

~~NOTE 5. RELATED PARTY TRANSACTIONS~~10

~~Founder~~NOTE 4. ~~Shares~~PRIVATE PLACEMENT

OnSimultaneously ~~July~~with ~~12,~~the ~~2024,~~closing ~~Sponsor~~of ~~HoldCo~~the ~~made~~IPO, ~~a capital~~the ~~contribution~~Company ofconsummated ~~$25,000~~the insale ~~consideration~~of ~~for 6~~663,~~708,333~~125 ~~Class B~~Private ~~ordinary~~Placement ~~shares~~Units ~~(the~~at ~~“founder~~a ~~shares”).~~price ~~The~~of ~~founder~~$10.00 ~~shares include~~per anPrivate ~~aggregate~~Placement ofUnit, upgenerating togross ~~875~~proceeds of $6,~~000~~631,250, ~~shares~~as ~~subject~~follows: to(A) ~~forfeiture~~17,500 byPrivate ~~the~~Placement ~~holders~~Units ~~thereof~~($175,000 ~~depending~~in on the ~~extent~~aggregate) towith ~~which~~ the ~~underwriters’ over-allotment~~Sponsor, ~~option~~(B) is(i) ~~exercised~~260,000 soPrivate ~~that~~Placement Units ~~the~~and ~~number~~(ii) of162,500 ~~founder~~Private ~~shares~~Placement ~~will~~Units ~~collectively~~and ~~represent~~325,000 ~~25%~~restricted ofClass ~~the~~A ~~Company’s~~ordinary ~~issued and outstanding~~ shares ~~upon~~($4,225,000 ~~the~~in ~~completion of~~ the ~~Initial~~aggregate) ~~Public~~with ~~Offering.~~Sponsor HoldCo, On(C) ~~August 6~~178,500 ~~2024,~~Private ~~Sponsor~~Placement ~~HoldCo~~Units ~~transferred 30~~($1,785,000 ~~founder shares~~in tothe ~~each~~aggregate) ofwith ~~our~~CCM ~~independent directors~~ and ~~130~~(D) 44,~~000~~625 ~~founder~~Private ~~shares~~Placement toUnits ~~our~~with ~~Executive Chairman~~ Seaport (an$446,250 ~~aggregate~~in ofthe ~~220,000~~aggregate).

The Private ~~holders~~Placement ofUnits, ~~our~~which ~~founder~~were ~~shares~~purchased ~~have~~by ~~agreed~~the Sponsor, Sponsor HoldCo, CCM and Seaport, are identical to the Units, except that, they (including the underlying securities) are (i) subject to certain limited exceptions, ~~not~~will be subject to transfer, ~~assign~~restrictions oruntil 180 ~~sell~~days ~~any~~following the consummation of ~~their~~the ~~founder~~Company’s initial Business Combination and (ii) will be entitled to registration rights. The Private Placement Securities, which were purchased by Sponsor HoldCo, are identical to the Private Placement Units except that they include restricted Class A ordinary shares, which will be subject to transfer restrictions until ~~180~~90 days ~~after~~following ~~completion~~the ofconsummation of the Company’s initial Business Combination.

~~Advances~~NOTE 5. ~~from~~RELATED ~~Related~~PARTY ~~Party~~TRANSACTIONS

~~Advances from related party represents deposits~~Founder made by the Sponsor into the Company’s operating account, including payments of Company expenses made by a related party on the Company’s behalf. As of September 30, 2024, total advances from related party amounted to $124,980, all of which are due on demand.Shares

~~Related~~On ~~Party~~July ~~Loans~~12, 2024, Sponsor HoldCo made a capital contribution of $25,000 in consideration for 6,708,333 Class B ordinary shares (the “founder shares”). Effective as of January 10, 2025, upon the expiry of the underwriters’ over-allotment option, 875,000 founder shares were forfeited by Sponsor HoldCo, such that the number of founder shares collectively represents 25% of the Company’s issued and outstanding shares upon the completion of the IPO. On August 6, 2024, Sponsor HoldCo transferred 30,000 founder shares to each of the Company’s independent directors and 130,000 founder shares to the Company’s Executive Chairman (an aggregate of 220,000).

~~In order to finance transaction costs in connection~~The ~~with~~holders ~~a Business Combination, either~~ of ~~Sponsor~~founder ~~HoldCo,~~shares ~~the~~have ~~Sponsor~~agreed, ~~any~~subject ~~of their respective affiliates or certain of the Company’s directors and officers may, but are not obligated~~ to, ~~loan~~limited ~~the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination~~exceptions, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not ~~close, the Company may use a portion of proceeds held outside the Trust Account~~ to ~~repay the Working Capital Loans~~transfer, ~~but~~assign noor ~~proceeds~~sell ~~held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if~~ any, ~~have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation~~ of atheir ~~Business~~founder ~~Combination,~~shares ~~without interest, or, at the Class A ordinary~~until ~~share~~180 ordays ~~unit~~after ~~upon~~completion ~~the consummation~~ of the ~~initial Business Combination at lender~~Company’s ~~discretion,~~initial upBusiness ~~to $2,000,000 of such Working Capital Loans for each such person may be convertible into a price of $10~~Combination.00 per Class A ordinary share or unit, as applicable, at the option of the lender. Such Class A ordinary shares would be identical to the Private Placement Shares, and such units would be identical to the Private Placement Units. As of September 30, 2024, there are no Working Capital Loans outstanding.

~~NOTE~~Related Party ~~6. COMMITMENTS AND CONTINGENCIES~~ Loans

~~Registration~~In order ~~Rights~~to finance transaction costs in connection with a Business Combination, either of Sponsor HoldCo, the Sponsor, any of their respective affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the Class A ordinary share or unit upon the consummation of the initial Business Combination at lender’s discretion, up to $2,000,000 of such Working Capital Loans for each such person may be convertible into a price of $10.00 per Class A ordinary share or unit, as applicable, at the option of the lender. Such Class A ordinary shares would be identical to the Private Placement Shares, and such units would be identical to the Private Placement Units. As of March 31, 2025 and December 31, 2024, there were no Working Capital Loans outstanding.

~~The holders of the (i) founder shares, (ii) Private~~NOTE Placement Units, Class A ordinary shares underlying the Private Placement Units, Private Placement Warrants underlying the Private Placement Units and the Class A ordinary shares underlying such Private Placement Warrants, (iii) restricted Class A shares, and (iv) any Private Placement Units that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed prior to the date of the Initial Public Offering requiring the Company to register its securities held by them for resale (in the case of the founder shares, only after conversion to Class A ordinary shares, and in the case of the restricted Class A shares, upon vesting after the consummation of the initial Business Combination)6. ~~The~~COMMITMENTS ~~holders~~AND of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement provides that we will use commercially reasonable efforts to effect the registration of the applicable securities after the completion of the initial Business Combination and prior to the expiration of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.CONTINGENCIES

12Registration Rights

~~Underwriting~~The ~~Agreement~~holders of the (i) founder shares, (ii) Private Placement Units, Class A ordinary shares underlying the Private Placement Units, Private Placement Warrants underlying the Private Placement Units and the Class A ordinary shares underlying such Private Placement Warrants, (iii) restricted Class A ordinary shares, and (iv) any Private Placement Units that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed prior to the date of the IPO requiring the Company to register its securities held by them for resale (in the case of the founder shares, only after conversion to Class A ordinary shares, and in the case of the restricted Class A ordinary shares, upon vesting after the consummation of the initial Business Combination). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement provides that the Company will use commercially reasonable efforts to effect the registration of the applicable securities after the completion of the initial Business Combination and prior to the expiration of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~The Company has granted the underwriters a 45-day~~Underwriting option to purchase up to 2,625,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting commissions. The over-allotment option remains open since the close of the Initial Public Offering.Agreement

The ~~underwriters~~Company ~~were~~granted ~~entitled~~the tounderwriters a ~~cash underwriting~~45-day ~~discount~~option ofto ~~$0.20~~purchase ~~per~~up ~~Unit,~~to ~~or $3~~2,~~500~~625,000 inadditional ~~the~~Units ~~aggregate,~~to ~~which~~cover ~~was~~over-allotments ~~paid~~at ~~upon~~ the ~~closing~~IPO ~~of the Initial Public Offering. In addition~~price, ~~the~~ ~~underwriters~~less ~~were entitled to a deferred fee of (i) $0.40 per Unit sold in~~ the ~~offering~~underwriting ~~of the Initial Public Offering~~commissions, ~~or $7,000,000~~which inoption ~~the~~expired ~~aggregate,~~effective ~~payable~~as ~~based on the percentage~~ of ~~funds~~January ~~remaining in the trust account after redemptions of public shares~~10, ~~solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement~~2025.

~~Warrants — As~~The ofunderwriters ~~September 30, 2024, there~~ were noentitled ~~warrants~~to ~~outstanding.~~a ~~Public~~cash ~~Warrants~~underwriting discount ~~may~~of ~~only~~$0.20 beper ~~exercised~~Unit, ~~for~~or a$3,500,000 ~~whole~~in ~~number~~the ofaggregate, ~~shares.~~which Nowas ~~fractional~~paid ~~shares will be issued~~ upon ~~exercise~~the closing of the ~~Public Warrants~~IPO. ~~The~~In ~~Public~~addition, ~~Warrants~~the ~~will~~underwriters were ~~become~~entitled ~~exercisable~~to ona ~~the~~deferred ~~later~~fee of (ai) 30$0.40 ~~days~~per ~~after~~Unit sold in the ~~completion~~ offering of athe ~~Business~~IPO, ~~Combination~~or ~~and~~$7,000,000 ~~(b)~~in 12the ~~months~~aggregate, ~~from~~payable based on the ~~closing~~percentage of ~~the~~funds ~~Initial~~remaining ~~Public~~in ~~Offering.~~the ~~The~~Trust ~~Public~~Account ~~Warrants~~after ~~will~~redemptions ~~expire five~~of ~~years~~public ~~from~~shares, solely in the ~~completion~~event ofthat the Company completes a Business Combination, orsubject ~~earlier~~to ~~upon~~the ~~redemption~~terms orof ~~liquidation~~the underwriting agreement.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.11

~~The~~Warrants — As ~~Company~~of ~~has agreed that as soon as practicable,~~March ~~but~~31, in2025 noand ~~event~~December ~~later than 15 business days~~31, ~~after the closing of a Business Combination~~2024, itthere ~~will~~were ~~use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance~~9,081,563 ~~under~~warrants ~~the Securities Act~~outstanding, ofincluding ~~the Class A ordinary shares issuable upon exercise of the warrants~~8,750,000 ~~and~~Public ~~the~~Warrants ~~Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination~~ and ~~to maintain the effectiveness of such registration statement~~331,563 ~~and~~Private ~~a current~~Placement ~~prospectus~~Warrants. ~~relating~~Public ~~thereto,~~Warrants ~~until~~may ~~the~~only ~~expiration~~be ofexercised ~~the~~for ~~warrants~~a inwhole ~~accordance~~number ~~with the provisions~~ of ~~the warrant agreement~~shares. ~~Notwithstanding the~~No ~~above,~~fractional ~~if the Class A ordinary~~ shares ~~are,~~will atbe ~~the~~issued ~~time~~upon ~~of any~~ exercise of athe Public ~~warrant,~~Warrants. ~~not~~The ~~listed~~Public onWarrants awill ~~national~~become ~~securities~~exercisable ~~exchange such~~on ~~that they satisfy~~ the ~~definition~~later of ~~a “covered security” under Section 18~~(ba)~~(1)~~ 30 days ofafter the ~~Securities~~completion ~~Act, the Company may, at its option, require holders~~ of ~~Public Warrants who exercise their warrants to do so on~~ a ~~“cashless basis” in accordance~~Business ~~with~~Combination ~~Section~~and 3(ab)~~(9)~~ 12 months offrom the ~~Securities~~closing ~~Act~~of ~~and, in~~ the ~~event~~IPO. ~~the~~The ~~Company~~Public soWarrants ~~elects, the Company~~ will ~~not~~expire befive years ~~required~~from tothe ~~file or maintain~~completion inof ~~effect~~ a ~~registration~~Business ~~statement,~~Combination ~~but~~or ~~will~~earlier ~~use~~upon ~~its~~redemption ~~commercially reasonable efforts to register~~ or ~~qualify the shares under applicable blue sky laws to the extent an exemption is not available~~liquidation.

~~Redemption~~The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public ~~Warrants~~Warrant —and ~~Once~~will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants ~~become~~is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company ~~may~~will ~~redeem~~not be obligated to issue any shares to holders seeking to exercise their warrants, unless the ~~outstanding~~issuance ~~Public~~of ~~Warrants:~~the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

●The Company has agreed that as soon as practicable, but in ~~whole~~no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in ~~part;~~accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

●Redemption of atPublic aWarrants ~~price~~— ofOnce ~~$0.01~~the ~~per~~warrants become exercisable, the Company may redeem the outstanding Public ~~Warrant;~~Warrants:

● ~~upon~~in ~~not~~whole ~~less~~and ~~than~~not 30in ~~days’ prior written notice of redemption to each warrant holder~~part; ~~and~~

● ~~if,~~at ~~and~~a ~~only if, the closing~~ price of ~~the Class A ordinary shares equals or exceeds~~ $180.0001 per ~~share~~Public (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.Warrant;

~~The~~● ~~Company~~upon ~~will~~ not ~~redeem~~less ~~the~~than ~~warrants~~30 ~~for~~days’ ~~cash unless~~prior awritten ~~registration~~notice ~~statement under the Securities Act covering the issuance~~ of ~~the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day~~ redemption period, unless the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to ~~register~~each orwarrant ~~qualify~~holder; ~~the underlying securities for sale under all applicable state securities laws.~~and

13● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

IfThe Company ~~the~~will ~~Company~~not ~~calls~~redeem the warrants for ~~redemption as~~cash ~~described~~unless ina ~~this~~registration ~~paragraph,~~statement ~~its~~under ~~management will have~~ the ~~option~~Securities toAct ~~require~~covering ~~any holder that wishes to exercise his, her or its warrant following~~ the ~~notice~~issuance of ~~redemption to do so on a cashless basis. In~~ the ~~case~~ shares of ~~such~~Class aA ~~cashless~~ordinary ~~exercise,~~shares ~~each~~issuable ~~holder~~upon ~~would~~exercise ~~pay~~of the ~~exercise price~~warrants byis ~~surrendering~~then ~~the~~effective ~~public~~and ~~warrants~~a ~~for~~current ~~that~~prospectus ~~number~~relating ofto ~~Class~~those Class A ordinary shares ~~equal~~is toavailable ~~the~~throughout ~~quotient obtained by dividing (x)~~ the ~~product~~ of30-day ~~the~~redemption ~~number~~period, ofunless ~~Class A ordinary shares underlying~~ the warrants, ~~multiplied~~may bybe ~~the~~exercised ~~excess~~on ofa ~~the~~cashless ~~“fair~~basis ~~market value”~~and ~~(defined~~such ~~below)~~cashless ~~less the~~ exercise ~~price~~is ofexempt ~~the~~from ~~warrants~~registration ~~by (y) the fair market value~~under. ~~The~~If ~~“fair~~and ~~market~~when ~~value” as used in~~ the ~~preceding~~ ~~sentence~~warrants ~~shall~~become ~~mean~~redeemable by the ~~volume-weighted~~Company, ~~average price of~~ the ~~Class~~Company Amay exercise ~~ordinary~~its ~~shares~~redemption ~~for~~right ~~the~~even 10if ~~trading day period ending on~~ the ~~trading~~Company ~~day~~is ~~prior~~unable to ~~the~~register ~~date~~or onqualify ~~which~~ the ~~notice~~underlying ofsecurities ~~exercise~~for issale ~~received~~under byall ~~the~~applicable state ~~warrant~~securities ~~agent~~laws.

~~In addition, if (x)~~ If the Company ~~issues~~calls ~~additional ordinary~~the ~~shares~~warrants ~~or equity-linked securities~~ for ~~capital~~redemption ~~raising~~as ~~purposes~~described in ~~connection~~this ~~with~~paragraph, ~~the closing of~~ its ~~initial~~management ~~Business~~will ~~Combination at~~have anthe ~~issue~~option ~~price~~to orrequire ~~effective~~any ~~issue~~holder that ~~price~~wishes ofto ~~less~~exercise ~~than~~his, ~~$9.20~~her ~~per~~or ~~ordinary~~its ~~share~~warrant ~~(with~~following ~~such~~the ~~issue~~notice ~~price~~of orredemption ~~effective issue price~~ to ~~be determined~~do inso ~~good~~on ~~faith~~a bycashless ~~its~~basis. ~~board~~In ~~of directors and, in~~ the case of ~~any~~ such ~~issuance to either of Sponsor HoldCo or its affiliates,~~ ~~without~~a ~~taking~~cashless ~~into account any founder shares held by Sponsor HoldCo or such affiliates~~exercise, aseach ~~applicable,~~holder ~~prior~~would topay ~~such issuance) (~~the ~~“Newly~~ ~~Issued~~exercise ~~Price”),~~price ~~(y)~~by ~~the~~surrendering ~~aggregate gross proceeds from such issuances represent more than 60% of~~ the ~~total~~public ~~equity~~warrants ~~proceeds, and interest thereon, available~~ for ~~the~~that ~~funding~~number of ~~its~~Class ~~initial~~A ~~Business~~ordinary shares ~~Combination~~equal onto the ~~date~~quotient ofobtained ~~the~~by ~~completion~~dividing ~~of its initial Business Combination~~ (~~net of redemptions~~x), ~~and (z)~~ the ~~volume~~product ~~weighted~~of ~~average~~the ~~trading~~number ~~price~~ of Class A ordinary shares ~~during~~underlying the 20warrants, ~~trading day~~multiplied ~~period~~by ~~starting on~~ the ~~trading~~excess ~~day~~of ~~prior to~~ the ~~day~~“fair onmarket ~~which~~value” ~~the Company consummates its initial Business Combination~~ (~~such~~defined ~~price, the “Market Value”~~below) isless ~~below $9.20 per share,~~ the exercise price of the ~~public~~ warrants ~~will~~by ~~be adjusted~~ (toy) the ~~nearest~~fair ~~cent)~~market value. toThe be“fair ~~equal~~market tovalue” ~~115%~~as ofused ~~the~~in ~~higher of~~ the ~~Market~~preceding ~~Value~~sentence ~~and~~shall mean the ~~Newly~~volume-weighted ~~Issued~~average ~~Price,~~price ~~and, in the case~~ of the ~~Public~~Class ~~Warrants~~A ~~only, the $18.00~~ordinary ~~per~~shares ~~share~~for ~~redemption~~the ~~trigger~~10 ~~prices~~trading ~~described~~day ~~below~~period ~~under~~ending ~~“Redemption~~on ofthe ~~public~~trading ~~warrants”~~day ~~will~~prior ~~be adjusted (~~to the ~~nearest cent)~~date toon bewhich ~~equal to 180% of~~ the ~~higher~~notice of ~~the~~exercise ~~Market~~is ~~Value~~received ~~and~~by the ~~Newly Issued Price~~warrant agent.

~~The~~In addition, ~~Private~~if ~~Placement~~(x) ~~Warrants~~the ~~sold~~Company asissues ~~part~~additional ofordinary shares or equity-linked securities for capital raising purposes in connection with the ~~Private~~closing ~~Placement~~of ~~Units~~its ~~will~~initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be ~~identical~~determined in good faith by its board of directors and, in the case of any such issuance to either of Sponsor HoldCo or its affiliates, without taking into account any founder shares held by Sponsor HoldCo or such affiliates, as applicable, prior to such issuance) (the ~~Public~~“Newly ~~Warrants~~Issued ~~underlying~~Price”), (y) the ~~Units~~aggregate ~~being~~gross ~~sold~~proceeds infrom such issuances represent more than 60% of the ~~Initial~~total ~~Public~~equity ~~Offering~~proceeds, ~~except~~and interest thereon, available for the funding of its initial Business ~~that~~Combination on the ~~Private~~date ~~Placement~~of ~~Warrants~~the completion of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares ~~issuable~~during ~~upon~~the 20 trading day period starting on the ~~exercise~~trading ofday prior to the ~~Private~~day ~~Placement~~on ~~Warrants~~which ~~will~~the Company ~~not~~consummates beits ~~transferable~~initial Business Combination (such price, ~~assignable~~the or“Market ~~salable~~Value”) ~~until~~is 30below ~~days~~$9.20 ~~after~~per share, the ~~completion~~exercise price of athe ~~Business~~public ~~Combination,~~warrants ~~subject~~will be adjusted (to ~~certain~~the ~~limited~~nearest ~~exceptions.~~cent) to be equal to 115% of the higher of the Market Value and the Newly Issued ~~Additionally~~Price, and, in the ~~Private~~case ~~Placement~~of the Public Warrants only, the $18.00 per share redemption trigger prices described below under “Redemption of public warrants” will be ~~exercisable~~adjusted on(to athe ~~cashless~~nearest ~~basis~~cent) ~~and~~to be ~~non-redeemable~~equal to 180% of the higher of the Market Value and the Newly Issued Price.

~~NOTE 7. SHAREHOLDERS’ DEFICIT~~12

~~Preference Shares —~~ The Private Placement Warrants sold as part of ~~Company~~the isPrivate ~~authorized~~Placement toUnits ~~issue~~will ~~1,000,000~~be ~~preference~~identical ~~shares~~to ~~with~~the aPublic ~~par~~Warrants ~~value~~underlying ofthe ~~$0.0001~~Units ~~per~~being ~~share,~~sold ~~with~~in ~~such~~the ~~designations~~IPO, ~~voting~~except ~~and~~that ~~other~~the Private ~~rights~~Placement Warrants and ~~preferences~~the asClass ~~may~~A beordinary ~~determined~~shares ~~from~~issuable ~~time~~upon tothe ~~time~~exercise byof the ~~Company’s~~Private ~~board~~Placement ofWarrants ~~directors.~~will Asnot ofbe ~~September~~transferable, assignable or salable until 30, ~~2024~~days after the completion of a Business Combination, ~~there~~subject to certain limited exceptions. Additionally, ~~were~~the noPrivate ~~preference~~Placement ~~shares~~Warrants ~~issued~~will orbe ~~outstanding~~exercisable on a cashless basis and be non-redeemable.

~~Class A Ordinary Shares — The~~NOTE ~~Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0~~7.~~0001~~ ~~per~~SHAREHOLDERS’ ~~share. Holders of Class A ordinary shares are entitled to one vote for each share. As of September 30, 2024, there were no Class A ordinary shares issued or outstanding.~~DEFICIT

~~Class B~~Preference ~~Ordinary~~ Shares — The Company is authorized to issue 201,000,000 ~~Class~~preference ~~B ordinary~~ shares, with a par value of $0.0001 per share~~. Holders of the Class B ordinary shares are entitled to one vote for each share. As of September 30~~, ~~2024,~~with ~~there~~such ~~were 6~~designations,~~708,333~~ ~~Class~~voting ~~B ordinary shares issued~~ and ~~outstanding,~~other ofrights ~~which~~and anpreferences ~~aggregate~~as ofmay upbe todetermined ~~875,000~~from ~~shares~~time ~~are subject~~ to ~~forfeiture~~time by the ~~holders thereof depending on the extent to which the underwriters~~Company’ ~~over-allotment~~s ~~option~~board isof ~~exercised~~directors. soAs ~~that the number~~ of ~~founder~~March ~~shares~~31, ~~will~~2025 ~~equal~~and ~~25%~~December 31, of2024, ~~the~~there ~~Company’s~~were ~~issued~~no ~~and~~preference ~~outstanding ordinary~~ shares ~~after~~issued ~~the~~or ~~Initial Public Offering~~outstanding.

~~Only holders of~~ Class A BOrdinary ~~ordinary~~Shares — The Company ~~shares~~is ~~will~~authorized ~~have the~~to ~~right~~issue to200,000,000 ~~vote~~Class onA ~~the~~ordinary ~~election~~shares, ofwith ~~directors~~a ~~prior~~par tovalue ~~the~~of ~~Business~~$0.0001 ~~Combination~~per share. Holders of Class A ordinary shares ~~and~~are ~~holders~~entitled ofto ~~Class B~~one ~~ordinary~~vote ~~shares~~for ~~will~~each ~~vote~~share. ~~together~~As asof aMarch ~~single~~31, ~~class~~2025 onand ~~all~~December ~~other~~31, ~~matters~~2024, ~~submitted~~there towere a988,125 ~~vote~~Class A ofordinary ~~the~~shares issued ~~Company’s~~and ~~shareholders~~outstanding, ~~except as~~excluding ~~otherwise~~the ~~required~~17,500,000 byshares ~~law~~subject to possible redemption.

14Class 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. Holders of the Class B ordinary shares are entitled to one vote for each share. As of March 31, 2025 and December 31, 2024, there were 5,833,333 and 6,708,333 Class B ordinary shares issued and outstanding, respectively. On January 10, 2025, the underwriters’ election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 875,000 founder shares.

~~The~~Only holders of Class B ordinary shares will ~~automatically~~ ~~convert~~have ~~into Class A ordinary shares at~~ the ~~time~~right ofto avote ~~Business~~on ~~Combination or earlier at~~ the ~~option~~election of ~~the~~directors ~~holder,~~prior ~~on a one-for-one basis, subject~~ to ~~adjustment. In~~ the ~~case~~Business ~~that~~Combination. ~~additional Class A ordinary shares, or equity-linked securities, are~~Holders ~~issued or deemed issued in excess~~ of ~~the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the~~ Class ~~B ordinary shares will convert into Class~~ A ordinary shares ~~will~~and ~~be adjusted (unless the~~ holders of ~~a majority of the issued and outstanding~~ Class B ordinary shares ~~agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares~~ will ~~equal,~~vote intogether ~~the aggregate, on an~~ as~~-converted~~ ~~basis,~~a ~~25%~~single ofclass ~~the~~on ~~sum of~~ all ~~ordinary shares issued and outstanding upon the completion of the Initial Public Offering (not including (i) any Class A ordinary shares, subject to vesting and any~~ other ~~restrictions,~~matters ~~issued or deemed issued to Sponsor HoldCo (or its members or affiliates) in connection with the~~submitted ~~consummation of the Initial Public Offering, (ii) the Class A ordinary shares underlying the Private Placement Warrants, (iii) any Class A ordinary shares issued~~ to ~~the~~a ~~Sponsor~~vote ~~(or its members or affiliates) upon conversion~~ of ~~Working Capital Loans, and (iv) any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in~~ the ~~initial~~Company’s ~~business~~shareholders ~~combination).~~except ~~The term~~as ~~“equity-linked~~otherwise ~~securities”~~required ~~refers~~by ~~to any debt or equity securities that are convertible, exercisable or exchangeable for Class A ordinary shares, including but not limited to a private placement of equity or debt~~law.

~~NOTE~~The 8Class B ordinary 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. ~~SUBSEQUENT~~In ~~EVENTS~~ the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of all ordinary shares issued and outstanding upon the completion of the IPO (not including (i) any Class A ordinary shares, subject to vesting and any other restrictions, issued or deemed issued to Sponsor HoldCo (or its members or affiliates) in connection with the consummation of the IPO, (ii) the Class A ordinary shares underlying the Private Placement Warrants, (iii) any Class A ordinary shares issued to the Sponsor (or its members or affiliates) upon conversion of Working Capital Loans, and (iv) any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination). The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for Class A ordinary shares, including but not limited to a private placement of equity or debt.

~~The Company evaluated subsequent events and transactions~~NOTE ~~that occurred after the balance sheet date up to January 7, 2025, the date that the unaudited condensed financial statements were issued~~8. ~~Based~~ FAIR ~~upon~~VALUE ~~this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.~~MEASUREMENTS

OnThe fair ~~November~~value ~~27,~~of ~~2024,~~ the Company’s ~~consummated the~~financial ~~Initial~~assets ~~Public~~and ~~Offering~~liabilities ofreflects ~~17,500,000~~management’s ~~Units~~estimate atof ~~$10.00~~amounts ~~per~~that ~~Unit,~~the ~~generating~~Company ~~gross~~would have ~~proceeds~~received ofin ~~$175,000,000.~~connection ~~Simultaneously~~ with the ~~closing~~ sale of the ~~Initial~~assets ~~Public~~or ~~Offering,~~paid ~~the~~in ~~Company~~connection ~~consummated~~with the ~~sale~~transfer of ~~663,125~~the ~~Private~~liabilities ~~Placement~~in ~~Units~~an atorderly atransaction between ~~price~~market ofparticipants ~~$10~~at the measurement date.00 ~~per~~In ~~Private Placement~~connection ~~Unit,~~with ~~generating~~measuring ~~gross~~the ~~proceeds~~fair value of ~~$6,631,250,~~its asassets ~~follows:~~and ~~(A) 17~~liabilities,~~500~~ ~~Private~~the ~~Placement~~Company seeks ~~Units~~to ~~($175,000~~maximize in the ~~aggregate)~~use ~~with the~~of ~~Sponsor,~~observable ~~(B)~~inputs (i)market ~~260,000~~data ~~Private~~obtained ~~Placement~~from ~~Units~~independent ~~and (ii~~sources) ~~162,500~~and ~~Private~~to ~~Placement~~minimize ~~Units~~the ~~and~~use ~~325,000~~of ~~restricted~~unobservable inputs ~~Class~~(internal Aassumptions ~~shares~~about ~~($4,225,000 in~~how ~~the~~market ~~aggregate)~~participants ~~with~~would ~~Sponsor~~price ~~HoldCo,~~assets (Cand liabilities). ~~178,500~~The ~~Private~~following ~~Placement~~fair ~~Units~~value ~~($1,785,000~~hierarchy inis used ~~the~~to ~~aggregate)~~classify ~~with~~assets ~~CCM~~ and ~~(D)~~liabilities ~~44,625~~based ~~Private Placement~~on ~~Units~~the ~~with~~observable ~~Seaport~~inputs ~~($446,250~~and unobservable inputs used in order to value the ~~aggregate).~~assets and liabilities:

On November 27, 2024, in connection with the closing of the Initial Public Offering, the underwriters were paid a cash underwriting discount of $0.20 per Unit, or $3,500,000 in the aggregate. In addition, the underwriters were entitled to a deferred fee of (i) $0.40 per Unit sold in the offering of the Initial Public Offering, or $7,000,000 in the aggregate, payable based on the percentage of funds remaining in the trust account after redemptions of public shares, solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

~~On November 27, 2024, the Company repaid all outstanding advances from related parties.~~13

15The following table presents information about the Company’s assets and liabilities that are measured at fair value as of December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Level		December 31, 2024
Liabilities:
Over-allotment option liability		3	$	26,558

~~References in this report (the “Quarterly~~The ~~Report”)~~over-allotment tooption ~~“we,”~~was ~~“us”~~accounted orfor ~~the~~as ~~“Company”~~a ~~refer~~liability toin ~~FACT~~accordance IIwith ~~Acquisition~~ASC ~~Corp.~~815-40 ~~References~~and towas ~~our “management”~~presented orwithin ~~our~~liabilities ~~“management~~on ~~team” refer to our officers and directors, references to~~ the ~~“Sponsor”~~ ~~refer~~condensed tobalance ~~FACT II Acquisition Parent LLC, and references to “Sponsor HoldCo” refer to FACT II Acquisition LLC~~sheet. The ~~following discussion~~over-allotment ~~and~~option ~~analysis~~liability ofis ~~the~~measured ~~Company’s~~at ~~financial~~fair ~~condition~~value ~~and~~at ~~results~~inception ofand ~~operations~~on ~~should~~a berecurring ~~read~~basis, ~~in conjunction~~ with ~~the financial~~ ~~statements~~changes ~~and~~in ~~the~~fair ~~notes~~value ~~thereto~~presented ~~contained~~within ~~elsewhere~~change in ~~this~~fair ~~Quarterly~~value ~~Report.~~of ~~Certain~~over-allotment ~~information~~liability ~~contained~~ in the ~~discussion~~condensed ~~and~~statement ~~analysis~~of ~~set forth below includes forward-looking statements that involve risks and uncertainties~~operations.

~~Special~~The Company ~~Note~~used ~~Regarding~~a ~~Forward~~Black-~~Looking~~Scholes ~~Statements~~model to value the over-allotment option. The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the option. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the option. The expected life of the option is assumed to be equivalent to their remaining contractual term.

~~This Quarterly Report includes “forward-looking~~The ~~statements”~~key ~~within~~inputs ~~the~~into ~~meaning of Section 27A of~~ the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10Black-QScholes ~~including,~~model ~~without~~were limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of a proposed Business Combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as ~~“expect,”~~follows ~~“believe,”~~at ~~“anticipate,”~~December ~~“intend~~31,” ~~“estimate,” “seek”~~2024 and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the ~~events,~~at ~~performance~~initial ~~and results~~measurement ~~discussed~~date ~~in the forward-looking statements, including that the conditions~~ of ~~a Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in~~ the ~~forward~~over-~~looking statements,~~allotment please refer to the Risk Factors section of the final prospectus for the Initial Public Offering filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.option:

Overview

Inputs	December 31, 2024
Risk-free interest rate		4.40
Expected term (years)		0.04
Expected volatility		4.91	%
Exercise price	$	10.00

We are a blank check company incorporated in the Cayman Islands on June 19, 2024, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.

Inputs	November 27, 2024
Risk-free interest rate		4.76	%
Expected term (years)		0.12
Expected volatility		6.23	%
Exercise price	$	10.00

WeThe fair ~~expect~~value toof ~~continue~~the toPublic ~~incur~~Warrants ~~significant~~as ~~costs in~~of November 27, 2024, the ~~pursuit~~date of ~~our~~the ~~acquisition~~IPO ~~plans~~was $525,000, or $0.06 Weper ~~cannot~~Public ~~assure~~Warrant. ~~you~~The ~~that~~fair ~~our~~value of ~~plans~~the toPublic ~~complete~~Warrants awas ~~Business~~determined ~~Combination~~using the Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders’ deficit and will benot ~~successful~~require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:

Results of Operations

	November 27, 2024
Estimated share price	$	9.92
Exercise price	$	11.50
Term (years)		6.50
Risk-free rate		4.07	%
Selected volatility		2.7	%

~~We have neither engaged in any operations nor~~On ~~generated~~January ~~any revenues to date. Our only activities from June 19~~10, ~~2024 (inception) through September 30~~2025, ~~2024 were organizational activities, those necessary to prepare for~~ the ~~Initial~~underwriters’ ~~Public~~election ~~Offering, described below, and identifying a target company for a Business Combination. We do not expect~~ to ~~generate~~exercise ~~any~~their ~~operating~~over-allotment ~~revenues~~option ~~until~~expired ~~after the completion of our Business Combination. Subsequent to the Initial Public Offering~~unexercised, weresulting ~~generate non-operating income~~ in the ~~form of interest income on marketable securities held in the Trust Account. We~~forfeiture ~~incur expenses as a result~~ of ~~being a public company (for legal~~875,000 ~~financial~~founder ~~reporting,~~shares ~~accounting~~ and ~~auditing~~the ~~compliance),~~elimination asof ~~well~~the ~~as for~~corresponding ~~due~~over-allotment ~~diligence~~option ~~expenses~~liability.

~~For~~Public ~~the~~Warrants ~~three~~are ~~months~~not ~~ended~~remeasured ~~September 30, 2024~~subsequent ~~and~~to ~~for~~ the ~~period~~date ~~from June 19, 2024 (inception) through September 30, 2024, we had a net loss~~ of ~~$104,287,~~the ~~which consisted of general and administrative costs~~IPO.

1614

~~Liquidity~~NOTE 9. ~~and~~SEGMENT ~~Capital Resources~~INFORMATION

~~Until~~ASC Topic ~~the~~280, “Segment ~~consummation~~Reporting,” ofestablishes ~~the~~standards ~~Initial~~for ~~Public~~companies ~~Offering, our~~to ~~only~~report ~~source~~in oftheir ~~liquidity~~financial ~~was~~statement aninformation about ~~initial~~operating ~~purchase~~segments, ofproducts, ~~shares~~services, ofgeographic ~~Class B ordinary shares~~areas, ~~par~~and ~~value~~major $0customers.~~0001~~ Operating ~~per~~segments ~~share,~~are bydefined ~~the~~as ~~Sponsor~~components ~~and~~of ~~advances~~an enterprise that engage in business activities from ~~related~~which ~~party~~it may recognize revenues and incur expenses, and for which ~~were~~separate ~~repaid~~financial information atis ~~the~~available ~~closing~~that ofis regularly evaluated by the ~~Initial~~Company’s ~~Public~~chief ~~Offering~~operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

~~Subsequent to the quarterly period covered by~~The ~~this~~Company’s ~~Quarterly~~CODM ~~Report,~~has onbeen ~~November~~identified ~~27,~~as ~~2024, we consummated~~ the ~~Initial~~Chief ~~Public~~Financial ~~Offering of 17~~Officer,~~500,000~~ ~~Units~~who atreviews ~~$10.00 per Unit, generating gross proceeds of $175,000,000. Simultaneously with~~ the ~~closing of the Initial Public Offering~~assets, weoperating ~~consummated the sale of 663~~results,~~125~~ ~~Private Placement~~and ~~Units~~financial ~~at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,631,250, as follows: (A) 17,500 Private~~metrics ~~Placement~~for ~~Units ($175,000 in~~ the ~~aggregate)~~Company ~~with~~as ~~the~~a ~~Sponsor,~~whole ~~(B)~~to ~~(i)~~make ~~260,000~~decisions ~~Private~~about ~~Placement~~allocating ~~Units~~resources and ~~(ii)~~assessing ~~162,500~~financial ~~Private~~performance. ~~Placement Units and 325~~Accordingly,~~000~~ ~~restricted Class A shares ($4,225,000 in the aggregate) with Sponsor HoldCo, (C) 178,500 Private Placement Units ($1,785,000~~management inhas ~~the~~determined ~~aggregate)~~that ~~with~~there ~~CCM~~is ~~and~~only ~~(D)~~one ~~44,625~~reportable ~~Private Placement Units with Seaport ($446,250 in the aggregate)~~segment.

~~Following~~The CODM ~~the~~assesses ~~closing~~performance offor the ~~Initial~~single ~~Public~~segment ~~Offering~~ and decides how to allocate resources based on net income that also is reported on the ~~Private~~condensed ~~Placement,~~statement aof ~~total~~operations as net income. The measure of ~~$175,875,000~~segment ~~was~~assets ~~placed~~is inreported on the ~~Trust~~condensed ~~Account~~balance sheets as total assets. When Weevaluating ~~incurred~~the ~~$11,028,226~~Company’s ofperformance ~~transaction~~and ~~costs,~~making ~~consisting of~~key $3decisions regarding resource allocation,~~500,000~~ ofthe ~~cash~~CODM ~~underwriting~~reviews ~~fee,~~several ~~$7,000,000~~key metrics ofincluded ~~deferred~~in ~~underwriting~~net ~~fee,~~income and ~~$528~~total assets,~~226~~ ofwhich ~~other~~include ~~offering~~the ~~costs.~~following:

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any franchise and income taxes payable and excluding deferred underwriting commissions), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

	March 31,		December 31,
	2025		2024
Trust Account	$	178,382,954	$	176,597,270
Cash	$	1,222,026	$	1,447,921

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

	For the Three Months Ended March 31, 2025
General and administrative expenses	$	364,345
Interest earned on cash held in Trust Account	$	1,785,684

InThe CODM ~~order~~reviews tointerest ~~fund~~earned ~~working~~on ~~capital~~cash ~~deficiencies or~~held ~~finance transaction costs~~ in ~~connection~~Trust ~~with~~Account ato ~~Business~~measure ~~Combination,~~and ~~either~~monitor ofshareholder ~~Sponsor~~value ~~HoldCo, the Sponsor, any of their respective affiliates or certain of our directors~~ and ~~officers~~determine ~~may,~~the ~~but~~most ~~are not obligated to, loan us funds as may be required. If we complete a~~effective ~~Business~~strategy ~~Combination, we may repay such loaned amounts out~~ of ~~the~~investment ~~proceeds~~with of the Trust Account ~~released~~funds towhile ~~us.~~maintaining Incompliance ~~the~~with ~~event that a Business Combination does not close, we may use a portion of~~ the ~~working capital held outside the~~ Trust ~~Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment~~Agreement. Up to $2,000,000 of such Working Capital Loans for each such person may be convertible into a price of $10.00 per Class A ordinary share or unit, as applicable, at the option of the lender. Such Class A ordinary shares would be identical to the Private Placement Shares, and such units would be identical to the Private Placement Units.

WeGeneral and doadministrative ~~not~~costs ~~believe~~are wereviewed ~~will~~and ~~need~~monitored toby ~~raise additional~~the ~~funds~~CODM ~~in order~~ to ~~meet~~manage ~~the~~and ~~expenditures~~forecast ~~required~~cash ~~for~~to ~~operating~~ensure ~~our~~enough ~~business.~~capital ~~However,~~is ifavailable ~~our estimate of the costs of identifying~~to complete a ~~target~~ business, ~~undertaking~~combination ~~in-depth~~or ~~due~~similar ~~diligence~~transaction ~~and~~within ~~negotiating~~the aExtension ~~Business~~Period. ~~Combination~~The ~~are~~CODM ~~less~~also ~~than~~reviews ~~the~~general ~~actual~~and ~~amount necessary~~administrative costs to ~~do so~~manage, wemaintain ~~may~~and ~~have~~enforce ~~insufficient~~all ~~funds~~contractual ~~available~~agreements to ~~operate~~ensure ~~our~~costs ~~business~~are ~~prior~~aligned towith ~~our~~all ~~initial~~agreements ~~Business~~and ~~Combination~~budget. ~~Moreover, we may~~General ~~need~~and toadministrative ~~obtain~~expenses, ~~additional~~as ~~financing~~reported ~~either~~on tothe ~~complete~~condensed ~~our~~statement ~~Business Combination or because we become obligated to redeem a significant number~~ of ~~our public shares upon completion of our Business Combination~~operations, inare ~~which~~the ~~case~~significant wesegment ~~may~~expenses ~~issue~~provided ~~additional~~to ~~securities or incur debt~~the inCODM ~~connection~~on ~~with~~a ~~such~~regular ~~Business Combination~~basis.

~~Off-Balance~~All other ~~Sheet~~segment ~~Arrangements~~items included in net income are reported on the condensed statement of operations and described within their respective disclosures.

~~We have no obligations, assets or liabilities,~~NOTE ~~which would be considered off-balance sheet arrangements as of September 30, 2024~~10. WeSUBSEQUENT do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.EVENTS

17The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

~~Contractual Obligations~~15

WeItem 2. doManagement’s ~~not~~Discussion ~~have~~and ~~any~~Analysis ~~long-term~~of ~~debt,~~Financial ~~capital~~Condition ~~lease obligations,~~and ~~operating~~Results ~~lease~~of ~~obligations or long-term liabilities.~~Operations

~~The~~References in ~~underwriters~~this ~~have~~report a(the ~~45-day~~“Quarterly ~~option~~Report”) ~~from~~to ~~the date~~“we,” of“us” or the ~~Initial~~“Company” ~~Public~~refer ~~Offering~~to FACT II Acquisition Corp. References to ~~purchase~~our up“management” or our “management team” refer to anour ~~additional~~officers 2and directors,~~625,000~~ references ~~units~~to the “Sponsor” refer to ~~cover~~FACT II ~~over-allotments~~Acquisition Parent LLC, ifand ~~any~~references to “Sponsor HoldCo” refer to FACT II Acquisition LLC. The ~~over-allotment option~~following ~~remains~~discussion ~~open~~and ~~since~~analysis of the ~~close~~Company’s financial condition and results of operations should be read in conjunction with the ~~Initial~~financial ~~Public~~statements ~~Offering~~and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~The underwriters were entitled to a cash underwriting~~Special ~~discount~~Note ofRegarding ~~$0.20~~Forward-Looking per Unit, or $3,500,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of (i) $0.40 per Unit sold in the offering of the Initial Public Offering, or $7,000,000 in the aggregate, payable based on the percentage of funds remaining in the trust account after redemptions of public shares, solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.Statements

~~Critical~~This Quarterly ~~Accounting~~Report ~~Estimates~~includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of a proposed Business Combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of a Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. 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 statements, 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 materially differ from those estimates. As of September 30, 2024, we did not have any critical accounting estimates to be disclosed.Overview

~~Item~~We 3are a blank check company incorporated on June 19, 2024 as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. ~~Quantitative~~We intend to effectuate our initial business combination using cash derived from the proceeds of our IPO and ~~Qualitative~~the ~~Disclosures~~sale ~~About~~of ~~Market~~the ~~Risk~~Private Placement Securities, our shares, debt or a combination of cash, shares and debt.

~~Not~~We expect ~~required~~to ~~for~~continue ~~smaller~~to ~~reporting~~incur ~~companies~~significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.

~~Item~~Results of ~~4. Controls and Procedures~~Operations

~~Evaluation~~We have neither engaged in any operations nor generated any revenues to date. Our only activities from June 19, 2024 (inception) through March 31, 2025 were organizational activities, those necessary to prepare for our IPO, described below, and identifying a target company for our initial business combination. We do not expect to generate any operating revenues until after the completion of ~~Disclosure~~our ~~Controls~~initial business combination. Subsequent to our IPO, we generate non-operating income in the form of interest income on cash held in the trust account established in connection with our IPO (the “Trust Account”). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and ~~Procedures~~auditing compliance), as well as for due diligence expenses.

~~Disclosure controls and procedures are controls~~For ~~and~~the ~~other~~three ~~procedures~~months ~~designed~~ended toMarch ~~ensure~~31, ~~that~~2025, ~~information~~we ~~required~~had tonet beincome ~~disclosed~~of ~~in our reports filed or submitted under the Exchange Act is recorded~~$1, ~~processed~~447,897, ~~summarized~~which ~~and~~consists ~~reported~~of ~~within~~interest ~~the~~income ~~time~~on ~~periods~~cash ~~specified~~held in the ~~SEC’s~~Trust ~~rules and forms. Disclosure controls~~Account ~~and~~of ~~procedures include~~$1, ~~without limitation~~785,684 ~~controls~~ and ~~procedures~~change ~~designed~~on tooverallotment ~~ensure~~liability ~~that~~of ~~information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management~~$26, ~~including our Chief Executive Officer and Chief Financial Officer (together~~558, ~~the~~offset ~~“Certifying~~by ~~Officers”),~~operating orcosts ~~persons~~of ~~performing similar functions~~$364, ~~as appropriate, to allow timely decisions regarding required disclosure~~345.

Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the quarterly period ended September 30, 2024.16

~~Changes~~Liquidity and inCapital ~~Internal Control over Financial Reporting~~Resources

~~There~~Our ~~was~~liquidity noneeds ~~change~~have inbeen ~~our~~satisfied ~~internal control over~~prior ~~financial~~to ~~reporting that occurred during~~ the ~~quarterly~~consummation ~~period~~of ~~ended~~our ~~September~~IPO ~~30,~~through ~~2024~~receipt ~~that~~from ~~has~~our ~~materially~~Sponsor ~~affected,~~of ~~or is reasonably likely to materially affect~~$25,000 ~~our~~for ~~internal~~the ~~control~~sale ~~over~~of ~~financial~~the ~~reporting~~founder shares.

18We consummated our IPO of 17,500,000 units at $10.00 per unit, generating gross proceeds of $175,000,000. Simultaneously with the closing of our IPO, we consummated the sale of 663,125 private placement units at a price of $10.00 per private placement unit, generating gross proceeds of $6,631,250, as follows: (A) 17,500 private placement units ($175,000 in the aggregate) with the Sponsor, (B) (i) 260,000 private placement units and (ii) 162,500 private placement units and 325,000 restricted Class A ordinary shares ($4,225,000 in the aggregate) with Sponsor HoldCo, (C) 178,500 private placement units ($1,785,000 in the aggregate) with CCM and (D) 44,625 private placement units with Seaport ($446,250 in the aggregate).

~~PART~~Following IIthe -closing ~~OTHER~~of ~~INFORMATION~~our IPO and the concurrent private placement, a total of $175,875,000 was placed in the Trust Account. We incurred $11,028,226 of transaction costs, consisting of $3,500,000 of cash underwriting fee, $7,000,000 of deferred underwriting fee, and $528,226 of other offering costs.

~~Item~~For the 1three months ended March 31, 2025, cash used in operating activities was $225,895. ~~Legal~~Net ~~Proceedings~~income of $1,447,897 was affected by interest earned cash held in the Trust Account of $1,785,684, change in fair value of overallotment liability of $26,558, and net change in operating assets and liabilities of $138,450.

~~None~~As of March 31, 2025, we had cash held in the Trust Account of $178,382,954. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any franchise and income taxes payable and excluding deferred underwriting commissions), to complete our initial business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

~~Item~~As of 1AMarch 31, 2025, we had cash of $1,222,026 in our operating bank account. ~~Risk~~We ~~Factors~~intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.

~~Factors~~In order ~~that~~to ~~could~~fund ~~cause~~working ~~our~~capital ~~actual~~deficiencies ~~results~~or ~~to differ~~finance ~~materially~~transaction ~~from~~costs ~~those~~ in ~~this~~connection ~~Quarterly~~with ~~Report~~an ~~include~~initial business combination, either of Sponsor HoldCo, the ~~risk~~Sponsor, ~~factors~~any ~~described~~of intheir ~~our~~respective ~~final~~affiliates ~~prospectus~~or ~~for~~certain of our ~~Initial~~directors ~~Public~~and officers may, but are not obligated to, ~~Offering~~loan ~~filed~~us ~~with~~funds ~~the~~as ~~SEC~~may be required. AsIf we complete an initial business combination, we may repay such loaned amounts out of the ~~date~~ proceeds of ~~this~~the ~~Quarterly~~Trust ~~Report~~Account released to us. In the event that an initial business combination does not close, ~~there~~we ~~have~~may ~~been~~use noa ~~material~~portion ~~changes~~of tothe working capital held outside the ~~risk~~Trust ~~factors~~Account ~~disclosed in~~to repay such loaned amounts, but no proceeds from our ~~final~~Trust ~~prospectus~~Account would be used for ~~our~~such ~~Initial~~repayment. Up ~~Public~~to ~~Offering~~$2,000,000 ~~filed~~of ~~with~~any such working capital loans for each such person may be convertible into a price of $10.00 per Class A ordinary share or unit, as applicable, at the ~~SEC~~option of such lender. Such Class A ordinary shares would be identical to the private placement shares, and such units would be identical to the private placement units.

~~Item~~We do 2not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. ~~Unregistered~~However, if ~~Sales~~our estimate of ~~Equity~~the ~~Securities~~costs of identifying a target business, undertaking in-depth due diligence and ~~Use~~negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of ~~Proceeds~~our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

On July 12, 2024, Sponsor HoldCo subscribed for 6,708,333 founder shares for a total subscription price of $25,000 and fully paid for those shares (up to 875,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ overOff-~~allotment option is exercised). The foregoing issuance~~Balance ofSheet ~~securities was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.~~Arrangements

~~On November 27, 2024, the Company consummated~~We ~~the~~have ~~Initial~~no ~~Public Offering of 17~~obligations,~~500,000~~ ~~Units~~assets ator ~~$10.00 per Unit~~liabilities, ~~generating~~which ~~gross~~would ~~proceeds~~be ofconsidered ~~$175,000,000.~~off-balance ~~Simultaneously~~sheet ~~with~~arrangements ~~the closing~~as of ~~the~~March ~~Initial Public Offering~~31, ~~the~~2025. ~~Company~~We ~~consummated~~do ~~the~~not participate ~~sale~~in oftransactions ~~663,125~~that ~~Private~~create ~~Placement~~relationships ~~Units~~with atunconsolidated aentities ~~price~~or offinancial ~~$10.00 per Private Placement Unit~~partnerships, ~~generating~~often ~~gross~~referred ~~proceeds~~to ~~of $6,631,250,~~ as ~~follows:~~variable interest ~~(A) 17~~entities,~~500~~ ~~Private~~which ~~Placement~~would ~~Units~~have ~~($175,000~~been inestablished ~~the~~for ~~aggregate) with~~ the ~~Sponsor,~~purpose ~~(B)~~of ~~(i)~~facilitating ~~260,000~~off-balance ~~Private~~sheet ~~Placement~~arrangements. ~~Units~~We ~~and~~have ~~(ii)~~not ~~162,500 Private Placement Units and 325,000 restricted Class A shares ($4,225,000~~entered ininto ~~the~~any ~~aggregate)~~off-balance ~~with~~sheet ~~Sponsor~~financing ~~HoldCo~~arrangements, ~~(C)~~established ~~178,500~~any ~~Private~~special ~~Placement~~purpose ~~Units ($1~~entities,~~785,000~~ inguaranteed ~~the~~any ~~aggregate)~~debt ~~with~~or ~~CCM~~commitments ~~and~~of ~~(D) 44~~other entities,~~625~~ ~~Private Placement~~or ~~Units~~purchased ~~with~~any ~~Seaport~~non-financial ~~($446,250 in the aggregate)~~assets.

Of the gross proceeds received from the Initial Public Offering and the Private Placement, an aggregate of $175,875,000 was placed in the Trust Account. The proceeds held in the Trust Account will be invested or held either (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders.17

~~We incurred a total of $11,028,226 of transaction~~Contractual ~~costs, consisting of $3,500,000 of cash underwriting fee, $7,000,000 of deferred underwriting fee, and $528,226 of other offering costs.~~Obligations

~~For a description of the use of the proceeds generated~~We indo ~~our~~not ~~Initial~~have ~~Public~~any ~~Offering~~long-term debt, ~~see~~capital ~~Part~~lease Iobligations, ~~Item~~operating 2lease ofobligations ~~this~~or ~~Form 10~~long-Qterm liabilities.

~~Item~~The 3underwriters had a 45-day option from the date of our IPO to purchase up to an additional 2,625,000 units to cover over-allotments, if any. ~~Defaults~~The ~~Upon~~over-allotment ~~Senior~~option ~~Securities~~expired unexercised on January 10, 2025 and Sponsor HoldCo forfeited 875,000 founder shares upon expiration of the over-allotment option on January 10, 2025.

~~None~~The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $3,500,000 in the aggregate, which was paid upon the closing of the IPO. In addition, the underwriters were entitled to a deferred fee of (i) $0.40 per Unit sold in the offering of the IPO, or $7,000,000 in the aggregate, payable based on the percentage of funds remaining in the trust account after redemptions of public shares, solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement.

~~Item~~Critical Accounting ~~4. Mine Safety Disclosures~~Estimates

~~None~~The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. 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 statements, 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 materially differ from those estimates. As of March 31, 2025, we did not have any critical accounting estimates to be disclosed.

~~Item~~Recent Accounting ~~5. Other Information~~Standards

~~None~~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 statements.

19Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Item~~Not required 6.for ~~Exhibits~~smaller reporting companies.

~~The following exhibits are filed as part of, or~~Item ~~incorporated~~4. byControls ~~reference~~and ~~into, this Quarterly Report on Form 10-Q.~~Procedures

No.		Description of Exhibit
3.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-42421), filed with the SEC on November 27, 2024).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), 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
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Evaluation of Disclosure Controls and Procedures

*Disclosure controls ~~Filed~~and ~~herewith~~procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

**Under the ~~These~~supervision ~~certifications~~and ~~are~~with ~~furnished~~the toparticipation ~~the~~of ~~SEC~~our ~~pursuant~~Management, toincluding ~~Section~~our ~~906~~Certifying ofOfficers, ~~the~~we ~~Sarbanes-Oxley~~carried ~~Act~~out ofan ~~2002~~evaluation ~~and~~of ~~are~~the effectiveness ~~deemed~~of ~~not~~the ~~filed~~design ~~for~~and ~~purposes~~operation of ~~Section~~our 18disclosure ofcontrols ~~the~~and ~~Securities~~procedures ~~Exchange~~as ~~Act~~defined ofin ~~1934,~~Rules as13a-15(e) ~~amended,~~and ~~nor~~15d-15(e) ~~shall~~under the ~~they~~Exchange beAct. ~~deemed~~Based ~~incorporated~~on bythe ~~reference~~foregoing, inour ~~any~~Certifying ~~filing~~Officers ~~under~~concluded ~~the~~that ~~Securities~~our ~~Act~~disclosure ofcontrols ~~1933,~~and asprocedures ~~amended,~~were ~~except~~ effective as ~~shall~~of bethe ~~expressly~~end ~~set~~of ~~forth~~the byquarterly ~~specific~~period ~~reference~~ended inMarch ~~such~~31, ~~filing~~2025.

20Changes in Internal Control over Financial Reporting

~~SIGNATURES~~There was no change in our internal control over financial reporting that occurred during the quarterly period ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~18

	FACT II ACQUISITION CORP..
Date: January 7, 2025	By:	/s/ Adam Gishen
	Name:	Adam Gishen
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: January 7, 2025	By:	/s/ Min Lee
	Name:	Min Lee
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

PART II - OTHER INFORMATION

21Item 1. Legal Proceedings

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Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On July 12, 2024, Sponsor HoldCo subscribed for 6,708,333 founder shares for a total subscription price of $25,000 and fully paid for those shares (up to 875,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). The foregoing issuance of securities was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On November 27, 2024, the Company consummated the IPO of 17,500,000 Units at $10.00 per Unit, generating gross proceeds of $175,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 663,125 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,631,250, as follows: (A) 17,500 Private Placement Units ($175,000 in the aggregate) with the Sponsor, (B) (i) 260,000 Private Placement Units and (ii) 162,500 Private Placement Units and 325,000 restricted Class A shares ($4,225,000 in the aggregate) with Sponsor HoldCo, (C) 178,500 Private Placement Units ($1,785,000 in the aggregate) with CCM and (D) 44,625 Private Placement Units with Seaport ($446,250 in the aggregate).

Of the gross proceeds received from the IPO and the Private Placement, an aggregate of $175,875,000 was placed in the Trust Account. The proceeds held in the Trust Account will be invested or held either (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders.

We incurred a total of $11,028,226 of transaction costs, consisting of $3,500,000 of cash underwriting fee, $7,000,000 of deferred underwriting fee, and $528,226 of other offering costs.

For a description of the use of the proceeds generated in our IPO, see Part I, Item 2 of this Form 10-Q.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
3.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-42421), filed with the SEC on November 27, 2024).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), 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.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FACT II ACQUISITION CORP.

Date: May 14, 2025	By:	/s/ Adam Gishen
	Name:	Adam Gishen
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May 14, 2025	By:	/s/ Min Lee
	Name:	Min Lee
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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