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

Investing in our securities involves a high degree of risk. In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in our Registration Statement on Form S-1 filed with the SEC on January 30, 2026, as amended, which could materially affect our business, financial condition, or future results. results.As of the date of this Quarterly Report, there have been no material changes to the risk factors previously disclosed in the Registration Statement.

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied.statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

We are a blank check company incorporated as a Cayman Islands exempted company on September 5, 2025 for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Quarterly Report as our initial business combination. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering (the “Initial Public Offering”) and the sale of the private placement warrants (the “Private Placement”) and the proceeds of the sale of our securities in connection with our initial business combination (pursuant to any the forward purchase agreements, backstop or similar agreements we may enter into following the consummation of the Initial Public Offering or otherwise), our shares, debt or a combination of cash, equity and debt.

We have neither engaged in in any operations nor generated any revenues to date. Our only activities from September 5, 2025 (inception) through MarchJune 31,30, 2026 were organizational organizational activities and those necessary to prepare for the Initial Public Offering. Following the Initial Public Offering, we will continue not to generate any operating revenues until after completion of our initial business combination. We will continue to generate non-operating non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and the Private Placement held in the Trust Account. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After the Initial Public Offering, we will continue 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.

As of June 30, 2026, we had cash of $767,364 held outside the Trust Account and working capital of $1,086,331. Until the consummation of the Initial Public Offering, our only sources of liquidity were an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and a loan from the Sponsor, of up to $300,000 under an unsecured, non-interest bearing promissory note, which was repaid on May 18, 2026.

Subsequent to the quarterly period covered by this Quarterly Report, onOn May 18, 2026, we consummated the Initial Public Offering of 15,000,000 Units (the “Public Units” and, with respect to the Class A ordinary shares and public warrants included in the Public Units, the “Public Shares”, and “Public Warrants”, respectively). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000.

Simultaneously with the closing of the Initial Public Offering, we (i) completed the private sale of 2,750,000 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $2,750,000 (the “Private Placement”). The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering. On May 19, 2026, the underwriter partially exercised the over-allotment option for 700,000 Units (the “Over-Allotment”). The closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on May 20, 2026. The issuance by the Company of 700,000 Over-Allotment Option Units at a price of $10.00 per unit generated total gross proceeds of $7,000,000.

In order to 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 (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of the notes may be converted into Class A ordinary shares of the post-business combination entity at a price of $10.00 per share at the option of the Sponsor. 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 the Trust Account would be used to repay the Working Capital Loans. As of MarchJune 31,30, 2026, there was no amount outstanding under the Working Capital Loans.

As of theJune three months ended March 31,30, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

The Company granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering.Offering price, less underwriting discounts and commissions. On May 19, 2026, the underwriter partially exercised the over-allotment option for 700,000 Units. The closing of the Over-Allotment Option Units occurred on May 20, 2026. The issuance by the Company of 700,000 Over-Allotment Option Option Units at a price of $10.00 per unit generated total gross proceeds of $7,000,000.

The preparation of the unaudited 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 unaudited condensed financial statements, and income and expenses during the periods periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management 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, 20262026, we had the following critical accounting estimates: fair value of public and Decemberprivate 31, 2025, we did not have any critical accounting estimates.warrants..