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

Our registration statement for the initial public offering (the “Initial Public Offering”) was declared effective on February 25, 2026. On February 27, 2026, we consummated our Initial Public Offering of 25,000,000 shares of public Class A ordinary shares (the “Public Shares”) at $10.00 per share, generating gross proceeds of $250.0 million and incurring offering costs of $14.8 million, inclusive of $13.8 million in deferred underwriting commissions. In March 2026, the underwriter exercised its over-allotment option and purchased 3,750,000 Class A ordinary shares at the initial public offering price to cover over-allotments made in the Initial Public Offering generating additional additional gross proceeds of $37.5 million and incurring additional offering costs of $2.2 million, inclusive of approximately $2.1 million in deferred underwriting commissions.

Since the Initial Public Offering, our activity has been limited to the search for a prospective initial Business Combination, and we will not be generatinggenerate any operating revenues revenues until the closing and completion of our initial Business Combination. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with with completing a Business Combination.

For the three months ended MarchJune 31,30, 2026, we had net income of $0.8$1.7 million which consisted of $0.8$2.6 million in interest and dividend income and a change in the fair value of the over-allotment option liability of less than $0.1 million partially offset by less than $0.1$0.8 million in formation, general and administrative expenses.

As indicated in the accompanying unaudited condensed financial statements, as of MarchJune 31,30, 2026, we had $1.1$0.9 million in our operating bank account and working capital surplusdeficit of $0.8$0.1 million.

Through our Initial Public Offering, our liquidity needs have been satisfied through receipt of a $25,000 capital contribution from our Sponsor in exchange for the issuance of the Founder Shares to our Sponsor, up to $0.3 million in loans from our Sponsor and the proceeds not held in the Trust Account which resulted from the consummation of the Initial Public Offering and the sale of Private Placement Shares to the Sponsor. Following the closing of the Initial Public Offering, the exercise of the over-allotment option, and the sale of Private Placement Shares, which resulted in $287.5 million ($10.00 per share) being placed into a Trust Account and payment of expenses, we had $1.1$0.9 million in cash held outside of the Trust Account as of MarchJune 31,30, 2026, which we intend to use for working capital purposes.

If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial Business Combination isare less than the actual amount necessary to do so, or the amount of interest available to us from the Trust Account is less than we expect as a result of the current interest rate environment, 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 consummate our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial Business Combination. Following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

In December 2025, the Company issued an aggregate of 7,187,500 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for an aggregate capital contribution of $25,000. The Sponsor had agreed to forfeit an aggregate of up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter. In March 2026, subsequent to the Initial Public Offering, the underwriter exercised the over-allotment option in full. Accordingly, none of the aforementioned Class B ordinary shares were forfeited. The Founder Shares will automatically convert into Class A ordinary shares upon the consummation of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. The Sponsor waives its rights to liquidating distributions with respect to any Founder Shares if the Company fails to complete an initial Business Combination.

Prior to the Initial Public Offering, the Sponsor sold 30,000 Founder Shares to an independent director of the Company, for the same per-share price initially paid by the Sponsor. SubsequentIn toMay the transfer,2026, the Sponsor heldsold 7,157,500an Classadditional B30,000 ordinaryFounder shares.Shares Theto another independent director of the Company, for the same per-share price initially paid by the Sponsor. Each director’s total consideration paid for these Founder Shares was approximately $100. $100.Subsequent to these transfers, the Sponsor holds 7,127,500 Class B ordinary shares. Each Founder Share will automatically convert to one Class A ordinary share concurrently with or immediately following the consummation of the Business Combination. The Initial Shareholders will retain all voting and dispositive power over all Founder Shares until the consummation of the Business Combination.

During February 2026, the Company entered into an agreement with an affiliate of the Sponsor to pay a monthly fee of $20,000 for office space, utilities and administrative services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of MarchJune 31,30, 2026, the Company had less than $0.1 million inno accrued expenses payable for services provided by an affiliate of the Sponsor in connection with the aforementioned agreement.

In order to fund working capital capital deficiencies or finance transaction costs in connection with a 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 (the “Working Capital Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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 at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares at a price of $10.00 per per share. The shares would be identical to the Private Placement Shares. As of MarchJune 31,30, 2026 and December 31, 2025, respectively, no Working Capital Loans were outstanding.

The sale of the Founder Shares to the Company’s independent director is in the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the sale date. The fair value of the 30,000 shares sold to the Company’s independent director prior to the IPO was less than $0.1 million or $1.50 per share as of the sale date. The fair value of the additional 30,000 Founder Shares sold to the Company’s other independent director during May 2026 was $0.1 million or $3.81 per share as of the sale date.

As of MarchJune 31,30, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.