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

As indicated in the accompanying financial statements, at MarchJune 31,30, 2026 and December 31, 2025, we had no cashcash, a due from related party balance of $509,685 and deferred offering costs of $0$0, and $125,245,working capital (deficit) of $518,220 and $(181,480), respectively. Further, we expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

As of MarchJune 31,30, 2026 and December 31, 2025, the Company had no cash and a working capital (deficit) $866,374of of$518,220 and $(181,480), respectively. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the issuance date of the financial statements. Management plans to address this uncertainty by issuing working capital loans, as necessary, and consummating an initial business combination. However, there is no assurance that the Company’s plans to raise capital or to consummate an initial business combination will be successful. The financial statements contained elsewhere in this report do not include any adjustments that might result from the outcome of this uncertainty.

On August 1, 2025, the Company issued 4,791,667 founder shares to the Sponsor for $25,000, or $0.005 per share. Up to 625,000 of the founder founder shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment over-allotment option is exercised. The Sponsor satisfied payment for the founder shares on November 14, 2025 through a vendor payment in lieu of cash. On March 23, 2026, the underwriters partially exercised the over-allotment option to purchase an additional 500,000 Units. The remaining underwriters’ over-allotment option expired on May 3, 2026, resulting in the forfeiture of 458,333 founder shares being subject to forfeiture to the Company.shares.

As of MarchJune 31,30, 2026 and December 31, 2025, the Company had a net due from related party balance of $1,257,460$509,685 and $0, respectively. The balance balance is comprised of $1,270,331$562,556 and $0 due from related party as a result of Company cash being held in a bank account held by the Sponsor as of MarchJune 31,30, 2026, and December 31, 2025, respectively, offset by $12,871$52,871 due to related party as of MarchJune 31,30, 2026 consisting of $9,000 of excess proceeds from the sale of Private Placement UnitsUnits, payments totalling $10,000 made by an affiliate of the Sponsor, and $3,871 $33,871 due to an affiliate of the Sponsor under the administrative services agreement, and no amounts due to related party as of December 31, 2025.

Commencing on the effective date of the Initial Public Offering, the Company entered into an agreement with an affiliate of the Sponsor to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $10,000 per month fee. For the three and six months ended June March30, 31, 2026, the Company incurred $3,871$30,000 and $33,871 of administrative services feesfees, respectively, and paid no amounts, resulting in an outstanding balance due to an affiliate of the Sponsor of $3,871$33,871 as of MarchJune 31,30, 2026. The outstanding amounts are recorded to the balance sheet as due to related party. party and are presented net of the due from related party balance.

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 the Company’s 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 the Company completes 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 Placement 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.