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

Factors that could cause our actual results to differ materially from those in this reportQuarterly Report include the risk factors described in our Annual Report on Form 10-K.10-K As ofand the dateadditional risk offactors this Quarterlyset Report,forth below. Except as set forth below, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from May 29, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the initial public offering, described below and, after 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 on marketable securities held in the trust account (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 $1,463,066,$1,290,205, which consisted of interest earned on cash and marketable securities held in the Trust Account of $1,524,811,$2,031,398, offset by general and administrative expense of $39,298$264,782 and unrealized loss on marketable securities held in Trust Account of $22,447.$476,411.

For the threesix months ended MarchJune 31,30, 2026, net cash cash used in operating activities was $115,301.$345,321. Net income of $1,463,066$2,753,271 was offset by interest earned and unrealized loss on cash and marketable securities held in Trust Account of $1,502,364.$3,057,352. Changes in operating assets and liabilities, which used $76,003$41,240 of cash from operating activities.

At MarchJune 31,30, 2026, we had cash and marketable securities held in the Trust Account of $174,944,663$176,499,651 (including approximately $1,502,364$3,057,351 of net investment income (interest income net net of unrealized loss)). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital capital or debt is used, in whole or in part, as consideration to complete a 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.

At MarchJune 31,30, 2026, we had cash of $991,524$726,504 held outside of the Trust Account. 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 or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, 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.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per Ordinary Share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income (loss) per Ordinary Share as the redemption value approximates fair value.