ADDED
Financial Statements 1 Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025 1 Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026, and 2025 (Unaudited) 2 Condensed Consolidated Statements of Changes in Shareholders Deficit for the Three Months Ended March 31, 2026, and 2025 (Unaudited) 3 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited) 4 Notes to Condensed Consolidated Financial Statements (Unaudited) 5 Item 2.
On April 28, 2025, the Company consummated the Initial Public Offering of 25,300,000 units at $ 10.00 per unit, which includes the full exercise of the underwriter s over-allotment option, therefore the 1,100,000 founder shares are no longer subject to forfeiture.
(2) On October 10, 2024, in connection with a recapitalization, the Company issued the Sponsor an additional 1,916,667 Class B ordinary shares for no additional consideration, following which the Sponsor holds 7,666,667 Class B ordinary shares.
III NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 (Unaudited) NOTE 1.
As of March 31, 2026, the Company had not commenced any operations.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 740,000 units (the Private Placement Units and together with the Public Units, the Units ), to the Sponsor and Cantor Fitzgerald Co., the representative of the underwriters ( Cantor ), at a price of $ 10.00 per unit, or $ 7,400,000 in the aggregate.
III NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 (Unaudited) Transaction costs amounted to $ 17,305,941 , consisting of $ 4,400,000 of cash underwriting fee, $ 12,045,000 of deferred underwriting fee, and $ 860,941 of other offering costs.
The Public Shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification ( ASC ) Topic 480 Distinguishing Liabilities from Equity.
The Company will have until the date that is (i) 24 months from the closing of the Initial Public Offering or such earlier liquidation date as the board of directors may approve or (ii) such later date approved by the holders of the Company s ordinary shares pursuant to an amendment to the Company s Amended and Restated Memorandum and Articles of Association (such date, the Completion Window ) to complete a Business Combination.
III NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 (Unaudited) Air Water Financings In connection with the transactions contemplated by the Air Water Business Combination Agreement, on July 25, Air Water Ventures Ltd, a company incorporated under the laws of England and Wales ( Air Water UK ) entered into a subscription agreement with IPF, pursuant to which IPF subscribed for and purchased from Air Water UK preferred shares for an aggregate of $ 4 million.
REMOVED
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
III NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (Unaudited) NOTE 1.
As of September 30, 2025, the Company had not commenced any operations.
III NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (Unaudited) Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 740,000 units (the Private Placement Units and together with the Public Units, the Units ), to the Sponsor and Cantor Fitzgerald Co., the representative of the underwriters ( Cantor ), at a price of $ 10.00 per unit, or $ 7,400,000 in the aggregate.
Transaction costs amounted to $ 17,305,941 , consisting of $ 4,400,000 of cash underwriting fee, $ 12,045,000 of deferred underwriting fee, and $ 860,941 of other offering costs.
III NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (Unaudited) The Public Shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification ( ASC ) Topic 480 Distinguishing Liabilities from Equity.
III NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (Unaudited) The Company will have until the date that is (i) 24 months from the closing of the Initial Public Offering or such earlier liquidation date as the board of directors may approve or (ii) such later date approved by the holders of the Company s ordinary shares pursuant to an amendment to the Company s Amended and Restated Memorandum and Articles of Association (such date, the Completion Window ) to complete a Business Combination.
Air Water Financings In connection with the transactions contemplated by the Air Water Business Combination Agreement, on July 25, Air Water Ventures Ltd, a company incorporated under the laws of England and Wales ( Air Water UK ) entered into a subscription agreement with IPF, pursuant to which IPF subscribed for and purchased from Air Water UK preferred shares for an aggregate of $ 4 million.
Please refer to the Company s Form 8-K as filed on August 25, 2025 for the full text of the aforementioned agreements entered into in connection with the Air Water Business Combination Agreement.
III NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (Unaudited) Liquidity and Capital Resources As of September 30, 2025, the Company had cash and cash equivalents of $ 1,270,446 .