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

The Company will have until January 8, 2028, 2028, 24 months from the closing of the Initial Public Offering to complete a Business Combination (the “Completion Period”). We We may seek to extend the Completion Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Charter. Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Class A ordinary shares in connection with the vote on such approval. Such redemptions will decrease the amount held in a U.S. based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) Trust Account, and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules Rules currently require special purpose acquisition companies (such as us) to complete our initial Business Combination in accordance with with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, explore transactions under which it would sell its interest in our Company to another sponsor entity, which may result in a change to our Management Team.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 2, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and 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 on cash and marketable securities 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 $1,684,199,$2,034,431, which consists of interest income on cash and marketable securities held in the Trust Account of $1,987,373,$2,259,650, offset by operating costs of $303,174.$225,219.

Following the Initial Public Offering, the full exercise of the Over-Allotment Option, and the Private Placement, a total of $253,000,000 was placed in the Trust Account. We incurred total transaction costs amounting to $12,511,804, consisting of $1,897,500 of cash underwriting fees (net of $632,500 underwriter’s reimbursement), and $10,614,304 of other offering costs. The proceeds held in the Trust Account are invested in U.S. Treasury Securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act Act that invest solely in direct U.S. government treasury obligations. As of MarchJune 31,30, 2026, the Trust Account holds U.S. Treasury Securities and cash. See Note 8 — Fair Value Measurements. The holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the cash and marketable securities held in the Trust Account and instead to hold the funds funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $527,288.$710,947. Net income of $1,684,199$ $3,718,630 was affected by interest earned on cash and marketable securities held in the Trust Account of $1,987,373.$4,247,023. Changes in operating assets and liabilities used $224,114$182,554 of cash for operating activities.

As of MarchJune 31,30, 2026, we had investment held in the Trust Account of $254,987,373$257,247,023 (including approximately $1,987,000$4,247,023 of interest income) 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 held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), 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 MarchJune 31,30, 2026, we had cash of $1,982,569.$1,798,910. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence diligence on prospective target businesses, travel to and from the offices, 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 negotiate and complete a Business Combination.

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.

Pursuant to the Administrative Services Agreement, commencing on January 6, 2026,2026 through the earlier of the consummation of the initial Business Combination and our liquidationliquidation, we pay our our Sponsor an aggregate of $25,000 per month for office space, utilities, and secretarial and administrative support.