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

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our IPO Registration Statement. As of the date of this Report, there have been no material changes with respect to those risk factors. factors, other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since September 30, 2025 (inception) through March 31,June 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had a net lossincome of $44,797,$2,282,907 which consisted of interest earned on marketable securities and cash held in Trust Account of $2,522,490 and offset by general and administrative expenses.expenses of $239,583.

Our liquidity needs through March 31,April 29, 2026 were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares and (ii) a loan pursuant to the IPO Promissory Note. Following the Initial Public Offering and the Private Placement, our liquidity needs through June 30, 2026 have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. As of March 31, 2026, we had no cash and a working capital deficit of $215,162.

Subsequent to the period covered by this Quarterly Report, following the Initial Public Offering, including the full exerciseAs of theJune Over-Allotment30, Option,2026, andwe thehad Private Placement,marketable asecurities total of $414,000,000 was placedheld in the Trust Account. We incurred feesAccount of $19,105,852,$416,522,490 (including approximately $2,522,490 of interest income) consisting of $1,500,000U.S. Treasury Bills with a maturity of cash underwriting185 feedays (netor of $4,710,000 of Underwriter’s reimbursement), $16,990,000 of the Deferred Fee, and $615,852 of other offering costsless. We may withdraw interest from the Trust Account tofor payPermitted taxes, if any.Withdrawals. 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 Permitted Withdrawals and exclude the Deferred Fee), 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 June 30, 2026, we had cash of $578,224. 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,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.

Prior to the completion of the Initial Public Offering, the Private Placement and the full exercise of the Over-Allotment Option, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the accompanying unaudited condensed financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - —Going Concern,” subsequent to the period covered by this Quarterly Report, the Company has completed the Initial Public Offering, Private Placement and the full exercise of the Over-Allotment Option, and the capital in excess of the funds deposited in Trust Account and used to fund offering expenses was released to the Company for general capital purposes. The 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. The Company has the duration of the Combination Period to complete the initial Business Combination. Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the accompanying unaudited condensed financial statements.

Prior to the closing of our Initial Public Offering, the Sponsor agreed to loan us an aggregate of up to $600,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2026, or the completion of our Initial Public Offering. As of MarchJune 31,30, 2026 and December 31, 2025, we had outstanding borrowings of $70,047 $0 and $4,503, respectively, under the IPO Promissory Note. The loan of $285,138 was fully repaid upon the consummation of our Initial Public Offering on April 29, 2026. No additional borrowing is available under the IPO Promissory Note.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the 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 Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). As of MarchJune 31,30, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.

Commencing on April 28, 2026, and until the completion of our Business Combination or liquidation, we reimburse the managing member of our Sponsor $30,000 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Support Agreement. AsFor ofthe March 31, 2026three and Decembersix 31,months 2025,ended June 30, 2026, the AdministrativeCompany Support Agreement had not been executedincurred and nopaid amounts were incurred$60,000 under thethis Administrative Support Agreement.agreement.

WeThe Company granted the Underwriter a 45-day option from the date of the Initial Public Offering to purchase up to an additional 5,400,000 Option Units to cover over-allotments, if any. On April 29, 2026, the Underwriter fully exercised its Over-Allotment Option at a price of $10.00 per Option Unit.

Additionally, the Underwriter is entitled to the Deferred Fee of $16,990,000 in the aggregate, of which (x) $15,490,000$14,490,000 has been placed in the Trust Account and will be payable to the Underwriter at the consummation of an initial Business Combination and; (y) $1,500,000 will be payable to the Underwriter from funds available outside the Trust Account upon the announcement of the execution of a definitive agreement related to the Company’s entry into an initial Business Combination; and (z) $1,000,000 will be payable to the Underwriter at the consummation of an initial Business Combination.

Registration Rights Agreement

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. As of MarchJune 31,30, 2026 and December 31, 2025, we did not have any critical accounting estimates to be disclosed.disclosed other than the initial fair value of the Warrants at IPO.