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

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successfulsuccessful.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 3, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had a net income of $1,783,724,$1,963,107, which consists of marketable securities held in the Trust Account of $1,959,236$2,085,611 andoffset by general and administrative costs of $175,512.$122,504.

For the period threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $88,730.$216,286. Net income of $1,783,724$3,746,831 was affected by interest earned on cash and marketable securities held in Trust Account of $1,959,236.$4,044,847. Changes in operating assets and liabilities usedprovided $86,782$81,730 of cash for operating activities.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $232,255,318$234,340,929 primarily consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. 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 taxes payable, if any, and excludes the deferred underwriting 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.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Commencing on December 11, 2025, 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 $12,500 per month for office space, utilities, and secretarial and administrative support. For the three and six months ended MarchJune 31,30, 2026, we incurred $37,500 and $75,000 and paid $37,500$58,468 and $83,468 in fees for these services.services, respectively.

On December 10, 2025, the Sponsor assigned and transferred an aggregate of 45,000 founder shares, represented by Sponsor membership interests, to the three independent directors (15,000 founder shares each) of the Company in exchange for their services as independent directors. The total fair value of the 15,00045,000 founder shares represented by such membership interests assigned to the holders of such interests on December 10, 2025 was $218,250 or $4.85 per share. The Company established the initial fair value of the founder shares using a Montemodel Carlobased modelon the probability of successfully completing a Business Combination and discounted for a lack of marketability, based on management’s assumptions and estimates.