BCSS 10-K & 10-Q changes, risk factors and insider trading

As of MarchJune 31,30, 2026, we held cash of $637,186,$622,015, cash held in Trust Account of $468,918,973,$473,221,889, and current liabilities of $401,797.$655,874. Further, we expect to continue to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to complete an initial business combination will be successful.

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from March 24, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities and identifying and evaluating a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We will generate non-operating income in the form of interest and dividend income on cash and investments held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence.

For the three months ended MarchJune 31,30, 2026 we had a net income of $4,013,166$3,952,479 which consists of interest earned on interest bearing demand deposits held in Trust Account of $4,270,890,$4,302,916, offset by general and administrative costs of $257,724.$350,437.

For the periodthree frommonths Marchended 24, 2025 (inception) through MarchJune 30, 2025, we had a net loss of $20,608,$29,260, which consists of general and administrative costs.

Until the consummation of the initial public offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), by the Sponsor, and loans from the Sponsor, which were repaid at the closing of the initial public offering. As of MarchJune 31,30, 2026, we had $637,186$622,015 in cash and working capital surplus of $514,678 .$236,316.

For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $143,262.$263,745. Net income of $4,013,166$7,965,645 was offset by interest earned from the interest-bearing demand deposit account of $4,270,890$8,573,806 and changes in operating assets and liabilities, which usedprovided $114,462$344,416 of cash from operating activities.

For the period from March 24, 2025 (inception) through MarchJune 31,30, 2025, net cash used in operating activities was $0. Net loss of $20,608$50,568 and changes in operating assets and liabilities, which used $20,608$40,148 of cash from operating activities.activities offset by Payment of general and administrative costs through promissory note – related party of $10,420.

As of MarchJune 31,30, 2026, we had cash held in Trust Account of $468,918,973$473,221,889 to be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations and/or held as cash or cash items (including in demand deposit accounts). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), 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.

As of MarchJune 31,30, 2026, we had cash of $637,186.$622,015. 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.

We did not have any off-balance sheet arrangements as of MarchJune 31,30, 2026.

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 MarchJune 31,30, 2026, we have identified the valuation of Founder Shares that will be issued in relation to the consummation of a Business Combination as a critical accounting estimate.