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

For the three and six months ended MarchJune 31,30, 2026, we had a net income of $757,778 $936,551 and $1,694,329 which consists of interest and dividend income earned on the Trust Account and bank account of $1,027,307,$1,041,274 and $2,068,581, respectively, partially offset by loss from operations of $269,529$104,723 and $374,252 derived from general and administrative expenses.expenses, respectively.

As of MarchJune 31,30, 2026, we had cash and cash equivalents of $314,648. $244,932. We will use these funds 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, and to pay taxes to the extent the interest earned on the Trusttrust Accountaccount is not sufficient to pay our taxes.

As of MarchJune 31,30, 2026, the Company had cash and cash equivalents of $314,648 $244,932 and a working capital of $237,835.$135,351. The Company has incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to close on a business combination. Such costs will be incurred prior to generating any operating revenues. These factors also raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

On June 10, 2025, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 2,875,000 Class B ordinary shares of the Company (“Founder Shares”). Up to 375,000 of such Founder Shares were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On October 9, 2025, the underwriters fully exercised the over-allotment and, therefore, 375,000 Founder Shares were not forfeited. As of MarchJune 31,30, 2026 and December 31, 2025, there were 2,875,000 Founder Shares issued and outstanding.

On September 30, 2025, the Company entered into an agreement commencing on the October 1, 2025 listing date of the IPO to pay the Sponsor a total of up to $10,000 per month for office space and administrative and support services. Upon completion of a business combination or its liquidation, the Company will cease paying these monthly fees. An administration fee of $30,000 and $60,000 was recorded and paid for the three and six months ended MarchJune 31,30, 2026, respectively. Of these amounts, $10,000 and $40,000 were paid during the three and six months ended June 30, 2026, respectively. The remaining $20,000 related to unpaid administration fees was included in accrued expenses on the Company’s balance sheet as of June 30, 2026.

The Sponsor pays certain costs on behalf of the Company, with such amounts reflected as due to related party. These amounts are due on demand and non-interest bearing. During the period from May 20, 2025 (inception) through December 31, 2025, the Sponsor paid certain costs totaling $270,013 on behalf of the Company, of which $25,000 was paid in exchange for the issuance of the Founder Shares. During the three and six months ended MarchJune 31,30, 2026, no additional amounts were paid by the Sponsor on behalf of the Company. As of MarchJune 31,30, 2026 and December 31, 2025, the amount due to the related party was $245,013.

In addition, 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 directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would 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. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement-equivalent units at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. The terms of such Working Capital Loans by the Sponsor or its affiliates, or the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. As of MarchJune 31,30, 2026 and December 31, 2025, no Working Capital Loans were outstanding.

The Company granted the underwriters a 45-day option to purchase up to an additional 1,500,000 Units to cover over-allotments at the IPO price, less the underwriting discounts and commissions, which the underwriters exercised in fully on October 9, 2025.commissions.

The underwriters received a cash underwriting discount of $0.15 per Unit, or $1,725,000 in the aggregate, which was paid at the closing of the IPO and upon the sale of the over-allotment Units.IPO. In addition, the underwriters are entitled to receive a deferred fee of $0.25 per Unit, or $2,875,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement.

The preparation of 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 financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of March 31,June 30, 2026, we have not identified any critical accounting policies or estimates.

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.

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will beare allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.