US Pre-Market SEC Filings Roundup — October 09, 2026

08-10-2026

D. E. Shaw & Co., L.P. and related entities filed Amendment No. 5 to their Schedule 13D on Gossamer Bio, Inc. (GOSS) to correct Amendment No. 4, which had understated the voting power, aggregate beneficial ownership, and percent of class. The corrected filing reports 369,459 Common Shares beneficially owned (6.0% of outstanding shares) on a shared basis, with 358,693 shares (5.9%) held by D. E. Shaw Valence Portfolios and 14,190 shares (0.2%) by Cogence. The correction stems from voting power retained through custodial account segregation tied to Voting Agreements, and the filing is linked to the Issuer's October 27, 2026 Special Meeting of Stockholders. The filing also discloses ongoing open-market sales of roughly 100 to 3,600 shares per day from September 29 to October 8, 2026, at prices declining from about $12.35 to about $9.72.

• · The correction was prompted by a post-ballot review ahead of the October 27, 2026 Special Meeting, not by a change in economic ownership; dispositive power figures were accurate in prior filings.
• · Voting power over sold shares was retained through custodial account measures in place as of the September 14, 2026 record date, so reported voting figures exceed shares economically held.
• · Reporting persons disclaim beneficial ownership of the shares held through the funds except for their pecuniary interest.
• · Sales in the period were made in small, incremental lots, and per-share prices ranged from roughly $9.72 to $12.37 over the reporting window.

08-10-2026

Chief Accounting Officer Le Heather Tram was awarded 106,838 Class A Common Stock. Le Heather Tram holds 106,838 shares after the transaction.

• · Chief Accounting Officer Le Heather Tram was awarded 106,838 Class A Common Stock

08-10-2026

Director Moore Evan Charles was awarded 14,000 Common Stock. Moore Evan Charles holds 53,675 shares after the transaction.

• · Director Moore Evan Charles was awarded 14,000 Common Stock

08-10-2026

President & CEO Workman Kurt had withheld for taxes 20,400 Common Stock at $4.89 (~$99.8K). Workman Kurt holds 1,190,679 shares after the transaction.

• · President & CEO Workman Kurt had withheld for taxes 20,400 Common Stock at $4.89 (~$99.8K)

08-10-2026

Andrew Fox filed a Schedule 13D reporting beneficial ownership of 24,127,475 shares of Powerus Corporation (f/k/a Aureus Greenway Holdings Inc., Nasdaq: PUSA) following the October 1, 2026 closing of the merger with Autonomous Power Corporation (d/b/a Powerus). Fox, who was appointed CEO and Chairman at closing, reports approximately 14.2% of outstanding common stock and an estimated 33.5% of total voting power, including 5,000,000 Series A Preferred Shares acquired in exchange for 200,000 common shares. The filing is largely a post-merger governance and ownership disclosure, with the filing's own figures showing internal inconsistencies that warrant review.

• · Fox's Common Stock figure is internally inconsistent: Item 5 cites 17,437,604 shares beneficially owned, while Item 3 states he received 17,637,604 shares in the exchange (200,000 of which went to Series A Preferred), implying 17,437,604 common shares after the preferred exchange.
• · Reported 24,127,475 total includes the 6,689,871 options, which are not outstanding shares, so the 14.2% stake may be computed on a partially diluted basis.
• · Lock-Up Shares release in three tranches of 33.33%: at Closing, 90 days after Closing (approx. December 30, 2026), and 180 days after Closing (approx. March 30, 2027).
• · Fox's CEO Employment Agreement runs three years, with cash severance of the greater of 18 months' base salary or the remaining term upon termination without cause or for good reason outside a change in control.
• · Two other purchasers each independently acquired 5,000,000 Series A Preferred shares in the same transaction as Fox, indicating concentrated preferred voting control among insiders.
• · Fox states the holding is for investment purposes and that he may buy or sell additional shares, options, or derivatives, creating potential future insider trading activity.
• · The filing references a Merger Agreement dated March 8, 2026, amended July 17, 2026, and Fox's remuneration through an option award at $0.75 per share versus a $3.20 closing price (implied in-the-money value).

08-10-2026

Director Olds Donald was awarded 5,636 Stock Option (right to buy).

• · Director Olds Donald was awarded 5,636 Stock Option (right to buy)

08-10-2026

Director Newton Tyler was awarded 32,502 Common Stock. This amends a previously filed Form 4. Newton Tyler holds 60,272 shares after the transaction.

• · Director Newton Tyler was awarded 32,502 Common Stock

08-10-2026

Chief Financial Officer Wichterman Troy had withheld for taxes 95,933 Common Stock at $38.61 (~$3.7M). 4 transactions reported in total. Wichterman Troy holds 183,248 shares after the transaction.

• · Chief Financial Officer Wichterman Troy was awarded 76,204 Common Stock
• · Chief Financial Officer Wichterman Troy was awarded 62,300 Common Stock
• · Chief Financial Officer Wichterman Troy had withheld for taxes 95,933 Common Stock at $38.61 (~$3.7M)
• · Chief Financial Officer Wichterman Troy disposed to the issuer 256,000 Common Stock

08-10-2026

Director MARCUS JOEL S was awarded 17,500 Stock Option (Right to Buy).

• · Director MARCUS JOEL S was awarded 17,500 Stock Option (Right to Buy)

08-10-2026

NextEra Energy, Inc. filed a Rule 425 communication regarding its pending business combination with Dominion Energy, Inc., promoting an October 7, 2026 social media post highlighting the companies' combined storm-restoration experience and resource-sharing benefits. The filing primarily consists of forward-looking statement disclaimers, risk factors, and information on where to find the Form S-4 registration statement (File No. 333-297351), which was declared effective July 23, 2026, and the definitive joint proxy statement/prospectus mailed on or about July 28, 2026. No financial results, deal value, or quantitative performance data are disclosed in this filing.

• · Registration Statement on Form S-4 (Registration No. 333-297351) filed by NextEra Energy with the SEC on July 9, 2026
• · Registration Statement declared effective by the SEC on July 23, 2026
• · Definitive joint proxy statement/prospectus filed on July 28, 2026; Dominion Energy filed a definitive proxy statement the same day
• · Transaction is structured as a merger; NextEra Energy is a Florida corporation and Dominion Energy is a Virginia corporation
• · Key risks cited include integration failure, regulatory approval conditions, tax treatment, litigation, and rating agency actions

08-10-2026

FortuneX Acquisition Corporation, a Cayman Islands SPAC, filed Amendment No. 1 to its September 22, 2026 Form 8-K to correct descriptions of its September 18, 2026 Business Combination Agreement with WT Realty Group Inc. The amendment clarifies post-merger governance (Class A shares at 1 vote, Class B at 20 votes), revises the termination provisions (including a $500,000 termination fee and an October 30, 2026 PCAOB audit deadline), caps SPAC transaction expenses at $1.5 million, and replaces the registration rights agreement exhibit. The filing contains no reported financial results or quantitative performance comparisons, so no balanced period-over-period assessment is possible.

• · FortuneX will de-register from the Cayman Islands and domesticate as a Delaware corporation, then Merger Sub will merge into WT Realty, which survives as a wholly-owned subsidiary renamed PubCo
• · Either party may terminate if the Closing has not occurred by the Outside Closing Date of May 26, 2027
• · FortuneX may terminate if the Company does not deliver PCAOB-audited financial statements by October 30, 2026
• · Termination fee may also apply after a delay of more than six months attributable to a party's failure to use commercially reasonable efforts, with exceptions for regulatory review, the Company's audit, SEC review, and market conditions
• · Deferred legal, advisory, and professional fees contingent on closing are excluded from the $1.5M cap, but D&O tail insurance premiums are not excluded
• · The deferred underwriting commission is governed exclusively by the Business Combination Agreement and is not payable by PubCo, WT Realty, or from Transaction Financing proceeds
• · Expenses above the cap are borne solely by FortuneX or the Sponsor
• · The corrected Amended and Restated Registration Rights Agreement is filed as Exhibit 10.1 and supersedes Exhibit 10.4 of the Original Form 8-K

08-10-2026

Medtronic plc filed a Rule 425 communication (October 8, 2026) publishing the text of its website supporting an exchange offer in which Medtronic offers to exchange up to 225,361,295 newly issued shares of common stock of MiniMed Group, Inc., which Medtronic owns, for shares of Medtronic common stock, as part of a separation of MiniMed. The filing itself is a website reference with an image placeholder and contains no disclosed financial results, deal valuation, or exchange ratio.

• · Filing is made under Rule 425 under the Securities Act of 1933 with Medtronic plc as subject company (Commission File No. 1-36820)
• · Information website is maintained at https://www.dfking.com/MDT
• · The exchange offer is described as referenced in a Prospectus, which is not included in this filing

08-10-2026

Central Puerto S.A. disclosed a relevant event reporting share purchases by its affiliates on October 7, 2026, with trades settled October 8, 2026. CPSA acquired 120,000 shares on BYMA at an average price of AR$ 2,023.41 for a total cash amount of AR$ 242,809,363, while Proener acquired 30,000 ADRs on the NYSE (equivalent to 300,000 underlying shares) at an average price of USD 12.62 for a total of USD 378,767.86. The filing discloses insider-level trading activity without indicating any change in strategic direction, and the sentiment is best characterized as neutral.

• · CPSA average purchase price of AR$ 2,023.41 per share on BYMA
• · Proener average purchase price of USD 12.62 per ADR on NYSE
• · Trade date October 7, 2026; trade completion date October 8, 2026

08-10-2026

OMA (Central North Airport Group) reported that terminal passenger traffic at its 13 airports decreased 4.8% in September 2026 versus September 2025. Domestic traffic fell 5.9%, while international traffic rose 2.8%. Commercial traffic accounted for 99.4% of total passengers and general aviation for 0.6%.

• · Filing is a Form 6-K furnished for the month of October 2026, reporting monthly traffic statistics; OMA trades on NASDAQ (OMAB) and the Mexican Stock Exchange (OMA).
• · Traffic served Monterrey, Acapulco, Mazatlán, Zihuatanejo and nine other regional centers and border cities.
• · OMA is part of VINCI Airports since December 2022.

08-10-2026

Hydro One Inc. furnished a Form 6-K for October 2026 attaching a news release dated October 7, 2026 (Exhibit 99.1), signed by General Counsel Cassidy McFarlane. The filing itself contains no financial figures, performance metrics, or named initiatives; the substantive content resides in the referenced Exhibit 99.1, which was not included in the provided text.

• · Form 6-K filed for the month of October 2026, Commission File No. 001-36115
• · Registrant files annual reports on Form 40-F
• · Exhibit 99.1 is a News Release dated October 07, 2026; content of the release is not included in the provided filing text

08-10-2026

Hydro One Limited furnished a Form 6-K for October 2026 attaching a news release dated October 07, 2026 (Exhibit 99.1), signed by General Counsel Cassidy McFarlane. The filing itself contains no quantitative financial results, and the substance of the news release is not reproduced in the text provided, so the specific business development cannot be determined from this filing alone.

• · Filing is a Form 6-K furnished under Rule 13a-16/15d-16 for the month of October 2026; registrant files annual reports on Form 40-F
• · Attached Exhibit 99.1 is a news release dated October 07, 2026, whose content is not included in the provided text
• · Principal executive offices listed at 483 Bay Street, South Tower, 8th Floor, Toronto, Ontario

08-10-2026

Intermap Technologies Corporation (ITMSF) filed a Form 6-K for October 2026 furnishing Exhibit 99.1, a press release dated October 7, 2026, under the Securities Exchange Act of 1934. The filing is signed by CEO Patrick A. Blott. The cover page and signature block contain no financial metrics, deal terms, or operational details; the substantive content resides in the unattached press release.

• · Filed as a Form 40-F filer under the multijurisdictional disclosure system, with Commission File Number 000-56743
• · Principal executive office located at 385 Inverness Parkway, Suite 105, Englewood, Colorado 80112
• · Press release (Exhibit 99.1) dated October 7, 2026 is referenced but its contents are not included in the provided text

08-10-2026

LEIFRAS Co., Ltd. (LFS) furnished via Form 6-K its unaudited interim condensed consolidated financial statements for the six months ended June 30, 2026, along with an MD&A, an investor presentation, and a press release dated October 7, 2026. The filing is a transmittal document; the actual financial figures reside in the referenced exhibits, which were not included in the text provided, so no specific revenue, earnings, or other quantitative results can be verified from this content.

• · Filing covers unaudited interim financial statements for the six months ended June 30, 2026, with comparative data for the six months ended June 30, 2025 (per Exhibit 99.1 title)
• · Exhibits 99.1 through 99.4 (financial statements, MD&A, investor presentation, press release) are referenced but their contents are not included in the provided text
• · Company is a foreign private issuer filing Form 20-F annual reports; principal executive offices in Ebisu, Shibuya-ku, Tokyo, Japan
• · Commission File Number 001-42877; report signed October 7, 2026, with the filing dated October 8, 2026

08-10-2026

NOVONIX Limited (NVNXF) furnished a Form 6-K on October 8, 2026, attaching an ASX announcement that the company has achieved ISO 9001 Quality Management System certification. The filing is a procedural foreign private issuer disclosure whose body contains no financial results, monetary amounts, or quantitative performance metrics.

• · Filing references Exhibit 99.1, an ASX announcement dated October 8, 2026, which contains the substantive certification details not reproduced in the 6-K body
• · Registrant files Form 20-F (not Form 40-F) and Commission File Number is 001-41208
• · Principal executive office is in Brisbane, Queensland, Australia

08-10-2026

Silvercorp Metals Inc. (SVM) furnished a Form 6-K for October 2026 attaching Exhibit 99.1, Amended Articles dated October 2, 2026. The filing is a cover-page submission with a signature by General Counsel and Corporate Secretary Jonathan Hoyles, dated October 7, 2026. The filing contains no financial results, operating data, or quantitative disclosures, and the substance of the amendments is not described in the body text.

• · Exhibit 99.1 contains Amended Articles dated October 2, 2026; the amended articles themselves are not reproduced in the provided text, so the nature of the amendments cannot be determined from this filing.
• · Principal executive office: Suite 1750 - 1066 West Hastings Street, Vancouver, BC, Canada V6E 3X1.
• · Company files under Form 40-F rather than Form 20-F.

08-10-2026

Teck Resources Limited furnished a Form 6-K for October 2026 under Rule 13a-16/15d-16, attaching Press Release 26-22-TR dated October 7, 2026 as Exhibit 99.1. The filing is a foreign private issuer report signed by Corporate Secretary Amanda R. Robinson. The cover page itself contains no financial figures, operating metrics, or substantive announcement details; the content of the press release is not included in the provided text.

• · Filed as a Form 40-F filer (Form 20-F box unchecked), indicating Teck reports under the Canadian multijurisdictional disclosure system
• · Commission File Number 001-13184
• · Principal executive offices at Suite 3300, 550 Burrard Street, Vancouver, British Columbia
• · Exhibit 99.1 is Press Release 26-22-TR dated October 7, 2026, whose substance is not included in the provided content

08-10-2026

Solidion Technology Inc. (formerly Nubia Brand International Corp.) filed a definitive proxy statement for its 2026 Annual Meeting of Stockholders, to be held virtually on November 18, 2026 at 11:00 a.m. Central Time, with a record date of September 28, 2026. Stockholders will vote on electing three Class I directors, ratifying CBIZ CPAs P.C. as auditor for fiscal 2026, approving a 975,000-share increase to the 2023 Equity Incentive Plan, and approving a redomestication from Delaware to Texas. The excerpt contains no financial results, so no period-over-period performance data is reported.

• · Annual meeting is on November 18, 2026 at 11:00 a.m. Central Time, held solely virtually at www.virtualshareholdermeeting.com/STI2026
• · Record date is September 28, 2026; only stockholders of record at close of business that date may vote
• · Proxy materials were made available on or about October 7, 2026
• · Proposal 4 would convert the company from a Delaware corporation to a Texas entity via a Plan of Conversion (Appendix C), with a Certificate of Formation (Appendix D) and Bylaws (Appendix E) attached
• · Company was incorporated in Delaware on June 14, 2021 as a SPAC; IPO closed March 14, 2022; business combination with Honeycomb Battery Company closed February 2, 2024
• · Headquarters in Dallas, Texas; R&D and manufacturing operations in Dayton, Ohio
• · Proposed auditor ratification covers fiscal year ending December 31, 2026

08-10-2026

XWELL, Inc. filed a DEF 14A proxy statement seeking stockholder approval of the sale of its airport-based business under a Purchase Agreement, with a base purchase price of $13.0M on a cash-free, debt-free basis and total value to XWELL of $30.1M (or $27.4M net of escrow). Financial advisor Roth delivered a fairness opinion to the Board, but expressed no view on whether the Company should proceed, the use of proceeds, or any distributions to stockholders, and the opinion does not address a possible transaction with American Ventures LLC and its related support and voting arrangements. The filing also flags unquantified contingent exposure from an arbitration award involving Cordial Endeavor Concessions.

• · Roth assumed the retained non-airport health and wellness retail and Naples Wax operations have de minimis value, and the Company's cash and net sale proceeds are to be retained for general corporate purposes rather than distributed to stockholders
• · Roth's opinion expressly excludes any view on the arbitration award involving Cordial Endeavor Concessions and any resulting claims or damages
• · Roth's opinion does not address the allocation of consideration between the Company and holders of XpresTest RSAs
• · Financial analyses use market data as of July 2, 2026, and DCF uses six-year projections for fiscal 2026 through 2031 with a terminal revenue exit multiple range of 0.4x to 1.4x
• · Roth assumed no closing cash, indebtedness, working capital, or transaction expense adjustments and full release of escrowed amounts

08-10-2026

Distribution Solutions Group (DSGR) priced an upsized $800 million aggregate principal amount of 10.000% Senior Notes due 2032, up from $700 million, through Escrow Issuer Eclipse Acquisitions Merger Sub, Inc., an LKCM Headwater affiliate. Proceeds will sit in escrow pending the closing of a merger in which LKCM Headwater affiliates would acquire all shares not already owned for $35.00 per share in cash, subject to stockholder approval and no assurance of completion. The filing is a soliciting-material disclosure and contains no reported period-over-period financial results.

• · Merger agreement dated July 15, 2026 among DSG, the Escrow Issuer, Eclipse Parent Acquisitions, LLC and Eclipse Intermediate Acquisitions, LLC
• · Offering expected to close October 15, 2026, subject to customary closing conditions
• · Proceeds to fund share consideration, repay part of DSG's existing credit agreement debt, pay offering/merger fees, and for general corporate purposes including future acquisitions
• · Equity contribution from LKCM Headwater into DSG expected alongside Notes proceeds
• · Schedule 13E-3 filed September 1, 2026 jointly by DSG, LKCM and affiliates; definitive proxy statement to be filed for a special stockholder meeting
• · Notes offered only to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S

08-10-2026

Splash Beverage Group, Inc. filed a supplemental proxy solicitation (DEFA14A) reminding stockholders that its 2026 Annual Meeting will be held exclusively via live webcast at www.virtualshareholdermeeting.com/EDVA2026, with no in-person location. The company urges stockholders to vote promptly via internet or phone to ensure a quorum, and notes proxies remain revocable. The notice is signed by Brady Cobb, Interim Chief Executive Officer, dated October 5, 2026.

• · Annual Meeting is accessible only via live webcast; attendance requires the control number found on the proxy card or voting instruction form
• · Management states a virtual format increases stockholder attendance and participation from any location
• · Stockholders may vote via the Internet, by phone, or by returning a printed proxy card; voting can be revoked before the meeting

08-10-2026

The Trade Desk, Inc. filed a definitive additional materials supplement (DEFA14A) to its proxy statement for a Special Meeting of Stockholders scheduled for October 19, 2026. The supplement corrects an inconsistency in how abstentions are treated for Proposal One, which the company describes as immaterial, and restates the 'How Are Abstentions Counted?' disclosure. Under the corrected language, abstentions count as present for quorum, count as a vote 'AGAINST' Proposal One, and have no effect on the vote on either Proposal One or Proposal Two because they are not 'votes cast.' No financial results, dollar amounts, or operating metrics are disclosed.

• · The Company states the original proxy inconsistency is immaterial and that no further disclosure is required, but is voluntarily amending the disclosure
• · Under the amended language, abstentions on Proposal One operate as a vote AGAINST, while abstentions have no effect on Proposal Two
• · Stockholders who already voted need not vote again unless they wish to change or revoke their vote

08-10-2026

Modern Capital Funds Trust has filed a definitive proxy statement (DEFM14A) soliciting shareholders of its Modern Capital Tactical Income Fund to approve an Agreement and Plan of Reorganization that would move the fund into a newly created series of Trailmark Series Trust, with the same investment adviser, objective, strategies, and portfolio manager. The stated rationale is operational efficiency and potentially lower expenses over time, with the Adviser and/or Administrator bearing all reorganization costs even if shareholders reject the plan. The special meeting is scheduled for November 2, 2026, and the board recommends a vote FOR the proposal.

• · Special Meeting of Shareholders to be held telephonically at 10:00 a.m. ET on November 2, 2026
• · Record date for voting is August 31, 2026
• · Reorganization is expected to be tax-free for federal income tax purposes, with no gain or loss expected to be recognized by the fund or its shareholders
• · Existing shares are to be exchanged one-for-one in value for New Fund shares in full liquidation and termination of the Existing Fund
• · The New Fund will have a different board of trustees and different officers, though third-party service providers (fund accounting/administration/transfer agent, distributor, custodian, legal counsel, auditor) are unchanged
• · If shareholders do not approve, the MCFT board will consider further actions, which may include continuation or liquidation of the Existing Fund
• · Shareholders may redeem their Existing Fund shares before the reorganization date if they do not wish to receive New Fund shares
• · Proxy solicitation contact phone number is 216-329-4271; the proxy statement states the Adviser expects no increase in fund fees or expenses from the reorganization
• · Filing fee: no fee required

08-10-2026

K&F Growth Acquisition Corp. II, a Cayman Islands blank-check SPAC, has filed a revised definitive proxy seeking shareholder approval for an extension of its deadline to complete an initial business combination from November 6, 2026 to an extended date, at an extraordinary general meeting on November 3, 2026. The Board believes there will not be sufficient time to complete a business combination within the current Combination Period, and approximately $308,107,083 was held in the Trust Account as of October 5, 2026, equating to roughly $10.716 per Public Share before tax deductions, versus a $10.68 Nasdaq closing price on October 2, 2026. Trust balance may fall significantly after Extension Redemptions, which are available to Public Shareholders regardless of how they vote.

• · Public Shareholders who do not elect redemption remain entitled to redeem for cash if no business combination is completed by the Extended Date
• · Redemption requests must be submitted to the transfer agent by 5:00 P.M. Eastern Time on October 30, 2026
• · The Board retains the right to liquidate the Company at any time before the Extended Date even if the extension is approved
• · Approval of the Extension Amendment requires a special resolution of at least two-thirds of votes cast; abstentions and broker non-votes will not count toward approval
• · If the extension fails and no business combination is completed by the Combination Period, the company will redeem Public Shares and wind up; rights will expire worthless

08-10-2026

Cyabra, Inc. (formerly Trailblazer Holdings, Inc., ticker CYAB; Tel Aviv, Israel) filed a Form S-1 registration statement with the SEC on October 8, 2026 (SEC File No. 333-299356) in connection with a public offering. The filing covers the period ended June 30, 2026 and discloses ongoing reliance on bridge loans, promissory notes, convertible notes, and preferred stock financings, indicating a capital-raising need. Balanced view: the company reports a single reportable segment and multiple operating expense lines, but the excerpt provided does not disclose revenue growth or profitability figures.

• · Registration statement filed under the Securities Act of 1933; SEC File No. 333-299356.
• · Company name changed from Trailblazer Holdings, Inc. (name change dated July 31, 2024) to Cyabra, Inc.
• · Fiscal year ends December 31; filing includes interim financial data through June 30, 2026.
• · Subsequent-event disclosures reference promissory notes with Alpha Capital Anstalt (January to March 2026), a bridge loan from a bank (January to March 2026, with a further reference dated July 28, 2026), and a conversion agreement tied to Series A, B, and C preferred stock.
• · Warrant-related disclosures include Series A and Series B common warrants and pre-funded warrants issued under purchase agreements.
• · Underwriter arrangements referenced with Ladenburg Thalmann and LifeSci Capital LLC, dated October 28, 2025 and June 29, 2026.
• · Company operates in the Services-Prepackaged Software sector (SIC 7372) and reports a single reportable segment.
• · Excerpt is truncated XBRL-tagged content; specific dollar amounts, revenue, net loss, and share counts could not be reliably extracted from the provided text.

08-10-2026

Gravity Acquisition Corp., a blank-check (SPAC) company, filed an amended S-1 registration statement describing a proposed unit offering of 25,267,500 units (assuming no over-allotment exercise), each unit comprising one Class A ordinary share and rights to receive one-third of one Class A ordinary share upon completion of an initial business combination. The offering is accompanied by a private placement of 267,500 private units at $10.00 per unit ($2,675,000 aggregate; $2,862,500 if the over-allotment option is exercised in full). Trust-account redemption rights and liquidation protections are subject to a 15-month deadline (extendable to 21 months).

• · Founder shares were acquired by the Sponsor on February 15, 2026 for $25,000 (approximately $0.0026 per share).
• · Founder shares are subject to a six-month lock-up after business combination, releasable early if the last sale price equals or exceeds $12.00 for 20 of 30 trading days starting 150 days post-combination.
• · Rights holders receive nothing if no business combination is completed; rights expire worthless upon redemption of public shares.
• · Maxim may permit separate trading of shares and rights before the 52nd business day after the prospectus date; separate trading cannot begin until an 8-K with audited closing balance sheet is filed.
• · Sponsor will forfeit up to 2,583,333 founder shares to the extent at-risk capital investors purchase founder shares, and will buy any unsubscribed private units (up to 95,000).