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

For the three months ended MarchJune 31,30, 20262026, we had net income of $1,618,818$1,699,239 comprised of $1,819,895$2,026,974 of interest income on the Trust Account, $13,347$18,904 of interest income on money market mutual fund, and a gain of $15,000 on the extinguishment of the over-allotment option liability, offset by $132,453$249,022 of general and administrative expenses, $16,188$16,367 of insurance expense, $20,783$21,250 of listing fees, and $60,000 of administrative support fee expense.

As of MarchJune 31,30, 2026 and as of December 31, 2025, we had cash and cash equivalents of $2,381,432$2,166,003 and $2,637,478, respectively, and cash and marketable securities held in the Trust Account of $222,465,349$224,492,323 and $220,645,454, respectively. As of MarchJune 31,30, 2026 and December 31, 2025 we had working capital of $2,397,540$2,086,172 and $2,582,429, respectively. For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $(255,597471,026) and net cash used in financing activities was $(449).

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern”, as of MarchJune 31,30, 2026, the Company has sufficient liquidity to meet its working capital needs until a minimum of one year from the date of issuance of this financial statement. The Company cannot assure that its plans to raise capital or consummate an initial Business Combination will be successful.

On July 18, 2025 the Sponsor paid $25,000, or approximately $0.004 per share, to purchase 7,666,667 Class B ordinary shares (also referred to as “founder shares”) from the Company. Up to 1,000,000 of the founder shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. Our Sponsor has transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the registration statement, 20,000an aggregate of 60,000 founder shares (or 60,00020,000 infounder the aggregate)shares to each of Parker White, a director of the Company and the Company’s director nominees, Tyler Evans and Pierre Rochard,Rochard), for the sum of $0.003 per share. The Company accounted for the transfer of founder shares to the directors in accordance with ASC 718, “Stock Based Compensation” and recognized the grant date fair value of the 60,000 founder shares as compensation costs upon the consummation of the Initial Public Offering.

On January 17, 2026, the remainder of the underwriters’ over-allotment option expired, resulting in the Sponsor forfeiture of 333,334 Class B ordinary shares. As such, as of MarchJune 31,30, 2026 and December 31, 2025, there were 7,333,333 and 7,666,667 Class B ordinary shares issued and outstanding.

The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering (the “Promissory Note”). The Promissory Note is non-interest bearing, unsecured and due at the earlier of (i) the closing of the Initial Public Offering or (ii) the date which the Company determines not to proceed with the Initial Public Offering. The Promissory Note will be repaid out of the offering proceeds that has been allocated to the payment of offering expenses. As of December 3, 2025, the date of the Company’s Initial Public Offering, the Company had borrowed $149,000 under the Promissory Note which was repaid in full as of the closing of the Initial Public Offering. As of MarchJune 31,30, 2026 and December 31, 2025, the Promissory Note was no longer available for draw down.

Commencing on the effective date of the Registration Statement, the Company entered into an agreement with our Sponsor to pay an aggregate of $20,000 per month for company administration, office space, utilities, and secretarial and administrative support. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $20,000 per month fee. The Company has recorded $60,000 and $18,710$120,000 for the three and six months ended March 31, 2026 and for the period from June 9,30, 2025 (inception) through December 31, 2025,2026, respectively, and has paid $78,710$138,710 and $18,710 under the agreement as of MarchJune 31,30, 2026 and December 31, 2025, respectively, resulting in no amounts outstanding as of MarchJune 31,30, 2026 and December 31, 2025.

All amounts paid to SCA are intended to represent direct pass-through costs, including a mark-up to cover employment taxes and employee benefits. SCA does not charge the Company a management fee, origination fee, or administrative surcharge. The arrangement is structured with the intention that no profit will accrue to SCA or to Vikas Mittal; however, actual net results to SCA may vary depending on staffing levels, personnel changes, and employment-related costs incurred during any given period. Estimated monthly disbursements to SCA are approximately $50,000, and shall not exceed this amount without advance Audit Committee approval. All amounts payable to SCA under the Consulting Agreement will be funded from the Company’s working capital. For the three and six months ended MarchJune 31,30, 2026, the Company has incurred not$126,005 and $126,005, respectively, and paid any$76,035 amountsand $76,035, respectively under the Consulting Agreement.Agreement, resulting in amounts payable of $49,970 recorded to accrued expenses on the condensed balance sheets as of June 30, 2026.

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (the “Working Capital Loans”). If we complete an initial Business Combination, the Company would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post business combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. As of MarchJune 31,30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

The preparation of 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. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates as of MarchJune 31,30, 2026.