Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
As previously disclosed, on May 26, 2026, Burtech
Acquisition Corp II, a Cayman Islands exempted company (the “Company”) consummated its initial public offering (“IPO”),
which consisted of 8,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class
A Ordinary Share”) and one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling
the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at an offering
price of $10.00 per Unit, generating gross proceeds of $80,000,000.
Simultaneously with the closing of the IPO, the
Company consummated a private placement (the “Private Placement”) of an aggregate of 252,000 units (the “Private Units”)
to Burtech Sponsor II LLC (the “Sponsor”) and an institutional investor (“Investor”), at a price of $10.00 per
Private Unit, generating total proceeds of $2,520,000. Each Private Unit consists of one Class A Ordinary Share and one redeemable Warrant,
with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment.
Of those 252,000 Private Units, the Sponsor purchased 222,000 Private Units and the Investor purchased 30,000 Private Units.
As of May 26, 2026, a total of $80,400,000 of
the net proceeds from the IPO and the Private Placement was deposited in a trust account established for the benefit of the Company’s
public shareholders. An audited balance sheet as of May 26, 2026, reflecting receipt of the proceeds upon consummation of the IPO and
the Private Placement is included as Exhibit 99.1 to this Current Report on Form 8-K.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Exhibit 99.1
BURTECH ACQUISITION CORP II
INDEX TO FINANCIAL STATEMENT
| |
|
Page |
| Financial Statement of Burtech Acquisition Corp II: |
|
|
| Report of Independent Registered Public Accounting Firm |
|
F-2 |
| Balance Sheet as of May 26, 2026 |
|
F-3 |
| Notes to Financial Statement |
|
F-4 |
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors
of
BurTech Acquisition Corp II:
Opinion on the Financial Statement
We have audited the accompanying balance sheet
of BurTech Acquisition Corp II (the “Company”) as of May 26, 2026, and the related notes (collectively referred to as the
“financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position
of the Company as of May 26, 2026, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statement, the Company does
not have sufficient cash and working capital to sustain its operations for a reasonable period of time, which is considered to be one
year from the date of the issuance of the financial statements. These conditions raise substantial doubt about the Company’s ability
to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statement
does not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
The financial statement is the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the "PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Company's auditor since
2025.
/s/ WithumSmith+Brown, PC
New York, New York
June 1, 2026
PCAOB ID Number 100
BURTECH ACQUISITION CORP II
BALANCE SHEET
MAY 26, 2026
| ASSETS: | |
| |
| Current assets: | |
| |
| Cash | |
$ | 898,623 | |
| Prepaid expense | |
| 23,227 | |
| Total Current Assets | |
| 921,850 | |
| Cash held in Trust Account | |
| 80,400,000 | |
| TOTAL ASSETS | |
$ | 81,321,850 | |
| | |
| | |
| LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’
EQUITY: | |
| | |
| Accrued offering costs | |
$ | 111,973 | |
| Promissory note – related party | |
| 158,202 | |
| Over-allotment option liability | |
| 63,000 | |
| TOTAL LIABILITIES | |
| 333,175 | |
| | |
| | |
| Commitments and Contingencies (Note 6) | |
| | |
| Class A ordinary shares subject to possible redemption, 8,000,000 shares at a redemption
value of $10.05 per share | |
| 80,400,000 | |
| | |
| | |
| Shareholders’ Equity | |
| | |
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or
outstanding | |
| — | |
| Class A ordinary shares, $0.0001 par value; 500,000,000
shares authorized; 332,000 shares issued and outstanding (except for 8,000,000 shares subject to possible redemption) | |
| 33 | |
| Class B
ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 3,942,857 shares issued and outstanding(1)(2) | |
| 394 | |
| Additional paid-in capital | |
| 695,067 | |
| Accumulated deficit | |
| (106,819 | ) |
| TOTAL SHAREHOLDERS’ EQUITY | |
| 588,675 | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | |
$ | 81,321,850 | |
| (1) | Includes an aggregate
of up to 514,286 Class B ordinary shares subject to forfeiture if the over-allotment
option is not exercised in full or in part by the underwriter (see Note 7). |
| (2) | On April 17, 2026, the
Sponsor surrendered 7,392,858 Class B ordinary shares for no consideration. On May 21, 2026,
the Sponsor further surrendered 985,714 Class B ordinary shares for no consideration, whereby
the Sponsor now holds 3,942,857 Class B ordinary shares. All share and per share data have
been retrospectively presented. |
The accompanying notes are an integral part of
these financial statement.
BURTECH ACQUISITION CORP II
NOTES TO FINANCIAL STATEMENT
NOTE 1 — DESCRIPTION OF ORGANIZATION
AND BUSINESS OPERATIONS AND GOING CONCERN
Burtech Acquisition Corp II
(the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 20, 2025. The Company
was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”).
As of May 26, 2026, the Company
had not yet commenced operations. All activity for the period from August 20, 2025 (inception) through May 26, 2026 relates to the
Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The
Company will not generate any operating revenues prior to the completion of the Business Combination and will generate non-operating
income in the form of interest income on permitted investments from the proceeds derived from the Initial Public Offering. The Company
has selected December 31 as its fiscal year end.
The registration statement
for the Company’s Initial Public Offering was declared effective on May 13, 2026. On May 26, 2026, the Company consummated the
Initial Public Offering of 8,000,000 units at $10.00 per unit (“Units” and, with respect to the Class A ordinary
shares included in the Units being offered, the “Public Shares”) generating gross proceeds of $80,000,000. Each Unit
consists of one public Class A ordinary shares and one public warrant (“Public Warrant”).
Simultaneously with the closing
of the Initial Public Offering, the Company consummated the sale of 252,000 private placement units (the “Private Placement Units”)
at a purchase price of $10.00 per Private Placement Unit, in a separate private placement (the “Private Placement” and the
Class A ordinary share and the warrant included in the Private Placement Units, the “Private Placement Securities”)
to Burtech Sponsor II LLC (the “Sponsor”) and third-party investors, generating gross proceeds of $2,520,000. Each Private
Placement Unit consists of one private Class A ordinary share (“Private Placement Share”), and one private placement
warrant (“Private Placement Warrant”). Of those 252,000 Private Placement Units, the Sponsor purchased 222,000 Private Placement
Units and the third-party investors purchased 30,000 Private Placement Units.
Transaction costs amounted
to $1,386,506, consisting of $800,000 cash underwriting fee and $586,506 of other offering costs.
The Company’s management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the
Private Placement Securities, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. Nasdaq rules require that the Business Combination must be with one or more operating businesses or assets with
a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any taxes payable
on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination
company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling
interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company
Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to
successfully effect a Business Combination. Following the closing of the Initial Public Offering, on May 26, 2026, an amount of $80,400,000
($10.05 per Unit) from the net proceeds of the sale of the Units and Private Placement Securities, was placed in the trust account (the
“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and
invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act,
with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing
solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the
Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust
Account to the Company’s shareholders, as described below.
The Company will provide
the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion
of their Public Shares either (i) in connection with a general meeting called to approve the Business Combination or (ii) by
means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval
of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their
Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.05 per Public Share, plus
any pro rata interest then in the Trust Account). There will be no redemption rights upon the completion of a Business Combination with
respect to the Private Placement Warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified
as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
BURTECH ACQUISITION CORP II
NOTES TO FINANCIAL STATEMENT
NOTE 1 — DESCRIPTION OF ORGANIZATION
AND BUSINESS OPERATIONS AND GOING CONCERN (cont.)
The Company will not redeem
Public Shares in an amount that would cause its net tangible assets to be less than any net tangible asset or cash requirement that may
be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination,
the Company will proceed with a Business Combination only if the Company receives approval by way of an ordinary resolution under Cayman
Islands law approving a Business Combination, which requires a resolution be passed by a majority of the holders of the Class A
ordinary shares, par value $0.0001 (the “Class A ordinary shares”) and the Class B ordinary shares, par value
$0.0001 (the “Class B ordinary shares,” and together with the Class A ordinary shares, the “ordinary shares”)
as, being entitled to do so, vote in person or by proxy at a general meeting of the Company, or such other vote as required by law or
stock exchange rule. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company
does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum
and Articles of Association (the “Articles”), conduct the redemptions pursuant to the tender offer rules of the Securities
and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would
be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in
connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public
Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public
Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against
a proposed Business Combination and waive its redemption rights with respect to any such shares in connection with a shareholder vote
to approve a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting and,
if they do vote, irrespective of whether they vote for or against the proposed Business Combination.
Notwithstanding the foregoing,
if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender
offer rules, the Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with
whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the Public Shares without the Company’s prior written consent.
Pursuant to the letter agreement,
the initial shareholders, directors and officers will agree to waive: (1) their redemption rights with respect to any Founder Shares
and Public Shares held by them, as applicable, in connection with the completion of the initial Business Combination; (2) their
redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to approve
an amendment to the Articles (A) to modify the substance or timing of the obligation to provide for the redemption of the Public
Shares in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated the
initial Business Combination within the Completion Window (as defined below) or (B) with respect to any other material provision
relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity; and (3) their
rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete
its initial Business Combination within the Completion Window (although they will be entitled to liquidating distributions from the Trust
Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within the Completion
Window).
If the Company has not completed
a Business Combination within 15 months from the closing of the Initial Public Offering, or up to 21 months from the closing of
this offering, after two three month extensions, upon the deposit by the Sponsor into the Trust Account of $0.10 per public Class A ordinary
share issued and outstanding, for each three month extension, (the “Combination Window”), the Company will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, subject to lawfully available funds, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be
less taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then issued and outstanding Public
Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive
further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of the remaining shareholders and the Company’s directors, liquidate and dissolve, subject, in each case, to the obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
BURTECH ACQUISITION CORP II
NOTES TO FINANCIAL STATEMENT
NOTE 1 — DESCRIPTION OF ORGANIZATION
AND BUSINESS OPERATIONS AND GOING CONCERN (cont.)
In order to protect the amounts
held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party
(other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company,
or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds
in the Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in
the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per Public Share due to reductions in the
value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective
target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
nor will it apply to any claims under the Company’s indemnity of the underwriter of this offering against certain liabilities,
including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations,
nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes
that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able
to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for
the Company’s initial Business Combination and redemptions could be reduced to less than $10.05 per Public Share. In such event,
the Company may not be able to complete its initial Business Combination, and the Public Shareholders would receive such lesser amount
per share in connection with any redemption of their Public Shares. None of the Company’s officers or directors will indemnify
the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Going Concern Considerations
At May 26, 2026, the
Company had $898,623 cash and a working capital of $588,675. The Company has incurred and expects to continue to incur significant
costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability
to continue as a going concern for a period of time within one year after the date that the financial statement is issued. There is
no assurance that the Company’s plan to consummate a Business Combination will be successful or successful within the
Combination Period. The financial statement does not include any adjustments that might result from the outcome of this
uncertainty.
Risks and Uncertainties
Various social and political
circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between
the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade,
economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods,
earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and economic uncertainties
or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and the rising conflicts
in the Middle East, and resulting market volatility could adversely affect the Company’s ability to complete a Business Combination.
In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive
actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions,
could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s
securities. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
BURTECH ACQUISITION CORP II
NOTES TO FINANCIAL STATEMENT
NOTE 2 — SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of Presentation
The accompanying audited
financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America
(“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it
may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not
emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting
firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply
to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it has different application dates for public or private
companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the
new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither
an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible
because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the audited
financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the audited financial statement.
Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation
or set of circumstances that existed at the date of the audited financial statement, which management considered in formulating its estimate,
could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly
from those estimates.
Concentration of Credit Risk
Financial instruments that
are potentially subject to concentration of credit risk consist of cash account in a financial institution, which, at times, may exceed
the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have
a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
BURTECH ACQUISITION CORP II
NOTES TO FINANCIAL STATEMENT
NOTE 2 — SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (cont.)
Cash and Cash Equivalents
The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had
$898,623 in cash and no cash equivalents as of May 26, 2026.
Cash Held in Trust Account
As of May 26, 2026, the assets held in the Trust
Account, amounting to $80,400,000, were held in cash.
Offering Costs Associated with the Initial
Public Offering
The Company complies with
the requirements of FASB ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering
costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic
470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt
into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between
Class A ordinary shares and warrants, using the residual method by allocating the Initial Public Offering proceeds first to the
assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged
to temporary equity, and offering costs allocated to the Public Warrants and Private Placement Units were charged to shareholders’
equity as the Public and Private Placement Warrants, after management’s evaluation, were accounted for under equity treatment.
Income Taxes
The Company follows the asset
and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and
liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included
the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be
realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition
and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must
be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest
and penalties as of May 26, 2026. The Company is currently not aware of any issues under review that could result in significant payments,
accruals or material deviation from its position.
There is currently no taxation
imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied
on the Company. Consequently, income taxes are not reflected in the Company’s audited financial statement.
Fair Value of Financial Instruments
The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates
the carrying amounts represented in the audited balance sheet, primarily due to their short-term nature, except for warrants (Note 9).
BURTECH ACQUISITION CORP II
NOTES TO FINANCIAL STATEMENT
NOTE 2 — SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (cont.)
Derivative Financial Instruments
The Company evaluates its
financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance
with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities,
the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with
changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such
instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities
are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument
could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding
financial instrument indexed on the contingently redeemable shares and is accounted for as a liability pursuant to FASB ASC Topic 480
since the underwriters’ over-allotment option was not exercised in full at the time of the Initial Public Offering.
Warrant Instruments
The Company accounts for
warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms
and applicable authoritative guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”),
and FASB ASC Topic 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480,
meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification
under FASB ASC Topic 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions
for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance
and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants
that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in
capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants
are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations.
The warrants are not precluded
from equity classification and will be accounted for as such on the date of issuance and each balance sheet date thereafter.
Class A Ordinary Shares Subject to Possible
Redemption
The Public Shares contain a redemption feature
which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder
vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC 480-10-S99, the
Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely
within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying
value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial
Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of
redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly,
as of May 26, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside
of the shareholders’ equity section of the Company’s balance sheet. As of May 26, 2026, the Class A ordinary shares subject
to possible redemption reflected in the balance sheet are reconciled in the following table:
| Gross proceeds | |
$ | 80,000,000 | |
| Less: | |
| | |
| Proceeds allocated to Public Warrants | |
| (2,246,400 | ) |
| Proceeds allocated to over-allotment option liability | |
| (63,000 | ) |
| Allocated issuance costs | |
| (2,061,119 | ) |
| Plus: | |
| | |
| Accretion of carrying value to redemption value | |
| 4,770,519 | |
| Class A ordinary
shares subject to possible redemption, May 26, 2026 | |
$ | 80,400,000 | |
BURTECH ACQUISITION CORP II
NOTES TO FINANCIAL STATEMENT
NOTE 2 — SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (cont.)
Share-based Compensation
The Company records share-based compensation
in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation” (“ASC 718”), guidance to account
for its share-based compensation. It applies a fair value-based method of accounting for an employee share option or similar equity instrument.
The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number
of awards that are ultimately expected to vest. Share-based payments are valued by multiplying the marketable value per Founder Share
by the probability of successful closing of an initial Business Combination. Grants of share-based payment awards issued to non-employees
for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value.
The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award
is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination
of service.
Recent Accounting Standards
Management does not believe
that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s
financial statement.
NOTE 3 — INITIAL PUBLIC OFFERING
In the Initial Public Offering
on May 26, 2026, the Company sold 8,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A
ordinary share and one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one
Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8).
NOTE 4 — PRIVATE PLACEMENTS
Simultaneously with the closing
of the Initial Public Offering, the Sponsor and third-party investors purchased an aggregate of 252,000 Private Placement Units, at a
purchase price of $10.00 per Private Placement Unit, in a separate private placement, generating gross proceeds of $2,520,000. Each Private
Placement Unit consists of one Private Placement Share, and one Private Placement Warrant. Each Private Placement Warrant entitles the
holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
NOTE 5 — RELATED PARTIES
Founder Shares
On August 22, 2025,
the Sponsor received 12,321,429 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for
a payment of $25,000 to a vendor. On April 17, 2026, the Sponsor surrendered 7,392,858 Class B ordinary shares for no consideration.
On May 21, 2026, the Sponsor further surrendered 985,714 Class B ordinary shares for no consideration, whereby the Sponsor now holds
3,942,857 Class B ordinary shares (up to 514,286 of which are subject to forfeiture by the holders thereof depending on the extent to
which the underwriters’ over-allotment option is exercised). All share and per share data have been retrospectively presented.
The Sponsor has agreed, subject
to limited exceptions, not to transfer, assign or sell the Founder Shares until the earlier to occur of: (A) one year after the
completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the
Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other
similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities
or other property.
General and Administrative Services
The Company entered into
an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation
of a Business Combination and its liquidation, to pay the Sponsor or an affiliate thereof a monthly fee of $15,000 for office space,
administrative and shared personnel support services.
BURTECH ACQUISITION CORP II
NOTES TO FINANCIAL STATEMENT
NOTE 5 — RELATED PARTIES (cont.)
Working Capital Loans
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 officers
and directors may, but are not obligated to, loan the Company funds as may be required. Such Working Capital Loans would be evidenced
by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion,
up to $1,500,000 of the Working Capital Loans may be converted upon completion of a Business Combination into private units of the post-business
combination entity at a price of $10.00 per unit. Such private units would be identical to the Private Placement Units. 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. As of May 26, 2026, there were
no Working Capital Loans outstanding.
Promissory Note — Related Party
On August 22, 2025,
the Sponsor agreed to loan the Company up to $500,000. The loan is non-interest bearing, unsecured and is due at the earlier of July 31,
2026, as amended, or the closing of the Initial Public Offering. As of May 26, 2026, the Company had borrowed $158,202 under such promissory
note which is still outstanding at May 26, 2026 and is due on demand. Borrowings under the promissory note are no longer available.
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the (i) Founder
Shares, (ii) the Class A ordinary shares included in the Private Placement Units, Private Placement Warrants included in the
Private Placement Units, and the Class A ordinary shares issuable upon exercise of such Private Placement Warrants; and (iii) any
Private Placement Units that may be issued upon conversion of Working Capital Loans and their permitted transferees will be entitled
to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering
requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A
ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration
demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights
with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to
register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides
that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until
the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters
a 45-day option from the date of the Initial Public Offering to purchase 1,200,000 additional Units to cover over-allotments, if
any, at the Initial Public Offering price less the underwriting discounts and commissions. As of May 26, 2026 the over-allotment option remains open.
The underwriters were entitled
to a cash underwriting discount of $0.10 per Unit, or $800,000, which was paid at the closing of the Initial Public Offering.
Representative Shares
The Company issued 80,000
Class A ordinary shares (“Representative Shares”) to the underwriter or its designee, for nominal consideration. With
regard to the Representative Shares, the underwriters have agreed (i) not to transfer, assign or sell any such shares without the
Company’s written consent until the completion of the initial Business Combination, (ii) to waive their redemption rights
(or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination,
and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company does
not complete its initial Business Combination within the Combination Window. After evaluating the authoritative guidance noted above, the Representative Shares were issued to the Underwriter in exchange for the
service of underwriting the Company’s Initial Public Offering. It is determined the transaction shall be recorded in accordance
with ASC 718, “Compensation – Stock Compensation – Overall” (“ASC 718”). Further, the issuance of
the Representative Shares to the Underwriter should be accounted for as an offering cost in accordance with ASC 340-10-S99-1, “Other
Assets and Deferred Costs” (“ASC 340”). Accordingly, the offering costs were allocated to the separable financial instruments
issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated
to the warrants and redeemable Public Shares were deferred and charged to permanent shareholders’ equity at the Initial Public Offering.
Under ASC 718, share-based compensation associated with equity classified awards is measured at fair value upon the assignment date. The
total fair value of the 80,000 Founder Shares was $777,536 or $9.72 per share. The Company established the initial fair value of the Founder
Shares using a calculation prepared by a third-party valuation team which takes into consideration the following market assumptions; (i)
volatility of 8.8%, (ii) risk free rate of 4.05%, and (ii) probability of de-SPAC and market adjustment of 12.8%.
BURTECH ACQUISITION CORP II
NOTES TO FINANCIAL STATEMENT
NOTE 6 — COMMITMENTS AND CONTINGENCIES
(cont.)
The Representative Shares
have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the
commencement of sales of the Initial Public Offering. Pursuant to FINRA Rule 5110(e)(1), these securities may not be sold, transferred,
assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would
result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement
of the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their officers
or partners, registered persons or affiliates or as otherwise permitted under FINRA Rule 5110(e)(2).
NOTE 7 — SHAREHOLDERS’ EQUITY
Preference Shares — The
Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share with such designations, voting
and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of May 26, 2026,
there were no preference shares issued or outstanding.
Class A Ordinary
Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of
$0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of May 26, 2026, there were 332,000
Class A ordinary shares issued or outstanding, excluding 8,000,000 shares subject to possible redemption.
Class B Ordinary
Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001
per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of May 26, 2026, there were 3,942,857
Class B ordinary shares issued and outstanding, up to 514,286 of which are subject to forfeiture depending on the extent to which
the underwriter’s over-allotment option is exercised. Only holders of the Class B ordinary shares will have the right to vote
on the appointment of directors prior to the Business Combination. Holders of ordinary shares will vote together as a single class on
all matters submitted to a vote of the shareholders except as otherwise required by law.
In connection with the initial
Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target or
other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of
the Initial Public Offering.
The Founder Shares are designated
as Class B ordinary shares and will automatically convert at a ratio of one-for-one into Class A ordinary shares (which such
Class A ordinary shares issued upon conversion will not have redemption rights or be entitled to liquidating distributions from
the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination.
NOTE 8 — WARRANTS
As of May 26, 2026,
there were 8,000,000 Public Warrants and 252,000 Private Placement Warrants. Public Warrants may only be exercised for a whole
number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The
Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b)
12 months after this registration statement is declared effective by the SEC. The Public Warrants will expire
five years after the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated
to issue any Class A ordinary share pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public
Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable
upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available,
subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available.
No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders
seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities
laws of the state of residence of the exercising holder, or an exemption from registration is available.
BURTECH ACQUISITION CORP II
NOTES TO FINANCIAL STATEMENT
NOTE 8 — WARRANTS (cont.)
The Company has agreed that
as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will
use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective,
a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and to maintain
a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above,
if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that
they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may,
at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file
or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not available.
Redemption of Warrants When
the Price per Class A ordinary share Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may
redeem the outstanding Public Warrants:
| ● | in whole and not
in part; |
| ● | at a price of
$0.01 per Public Warrant; |
| ● | upon a minimum
of 30 days’ prior written notice of redemption, or the 30-day redemption period
to each warrant holder; and |
| ● | if, and only if,
the last reported sale price of the Class A ordinary shares equals or exceeds $18.00
per share (as adjusted for share splits, share dividends, reorganization, recapitalizations
and the like) for any 20 trading days within a 30-trading day period ending
on the third trading day prior to the date on which the Company sends the notice of
redemption to warrant holders. |
If and when the Public Warrants
become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying
securities for sale under all applicable state securities laws.
If the Company calls the
Public Warrants for redemption as described in this paragraph, its management will have the option to require any holder that wishes
to exercise their warrant following the notice of redemption to do so on a cashless basis. In the case of such a cashless exercise, each
holder would pay the exercise price by surrendering the Public Warrants for that number of Class A ordinary shares equal to the
quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied
by the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value. The “fair
market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares
for the 10 trading days ending on the trading day prior to the date on which the notice of redemption is sent to the holders
of the public warrants. If its management takes advantage of this option, the notice of redemption will contain the information necessary
to calculate the number of Class A ordinary shares to be received upon exercise of the warrants, including the “fair market
value” in such case.
The Company has established
the $18.00 per share (as adjusted) redemption criterion discussed above to prevent a redemption call unless there is at the time of the
call a significant premium to the public warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice
of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or its Public Warrant prior to
the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price,
as well as the $11.50 Public Warrant exercise price after the redemption notice is issued.
BURTECH ACQUISITION CORP II
NOTES TO FINANCIAL STATEMENT
NOTE 8 — WARRANTS (cont.)
In addition, if (x) the
Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the
closing of its initial Business Combination at less than $9.20 per Class A ordinary share (with such issue price or effective issue
price to be determined in good faith by its board of directors and, in the case of any such issuance to the Sponsor or its affiliates,
without taking into account any Founder Shares held by the initial shareholders prior to such issuance) (the “Newly Issued Price”),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of its initial Business Combination on the date of the completion of its initial Business Combination (net
of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 day trading
period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such
price, the “Market Value”) is below $9.20 per share, then the exercise price of the Public Warrants will be adjusted (to
the nearest cent) to be equal to 60% of the higher of the Market Value and the Newly Issued Price and the $18.20 per share redemption
trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants
included in the Private Placement Units will be identical to the Public Warrants underlying the Units being sold in the Initial
Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private
Placement Warrants will not be transferable, assignable or saleable until 180 days after the completion of a Business Combination,
subject to certain limited exceptions.
NOTE 9 — FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would
be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined
as observable inputs such as quoted prices (unadjusted) for identical instruments in active
markets; |
| ● | Level 2, defined
as inputs other than quoted prices in active markets that are either directly or indirectly
observable such as quoted prices for similar instruments in active markets or quoted prices
for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined
as unobservable inputs in which little or no market data exists, therefore requiring an entity
to develop its own assumptions, such as valuations derived from valuation techniques in which
one or more significant inputs or significant value drivers are unobservable. In some circumstances,
the inputs used to measure fair value might be categorized within different levels of the
fair value hierarchy. In those instances, the fair value measurement is categorized in its
entirety in the fair value hierarchy based on the lowest level input that is significant
to the fair value measurement. |
The over-allotment option was accounted for as
a liability in accordance with FASB ASC Topic 815-40 and was presented within liabilities on the balance sheet. The over-allotment option
liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within changes in fair
value of over-allotment option liability in the statement of operations.
The fair value of the over-allotment option liability
is $63,000. The Company used a Black-Scholes model to value the over-allotment option. The over-allotment option liability was classified
within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in pricing models
are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility
of its ordinary shares based on historical volatility that matches the expected remaining life of the option. The risk-free interest
rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of
the option. The expected life of the option is assumed to be equivalent to their remaining contractual term.
BURTECH ACQUISITION CORP II
NOTES TO FINANCIAL STATEMENT
NOTE 9 — FAIR VALUE MEASUREMENTS
(cont.)
The key inputs into the Black-Scholes model were
as follows at initial measurement of the over-allotment option:
| | |
May 26,
2026 | |
| Volatility | |
| 1.67 | % |
| Expected term (years) | |
| 0.12 | |
| Risk-free rate | |
| 3.70 | % |
| Exercise price | |
$ | 10.00 | |
| Fair value of over-allotment unit | |
$ | 0.05 | |
The fair value of the Public Warrants issued
in the Initial Public Offering is $2,246,400, or $0.2808 per Public Warrant and was determined using Monte Carlo Simulation Model. The
Public Warrants issued in the Initial Public Offering have been classified within shareholders’ equity and will not require remeasurement
after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation
of the Public Warrants issued in the Initial Public Offering:
| | |
May 26,
2026 | |
| Volatility | |
| 8.8 | % |
| Risk-free rate | |
| 4.05 | % |
| Share price | |
$ | 9.72 | |
| Weighted term (years) | |
| 2.40 | |
| Market Pricing Adjustment | |
| 12.8 | % |
NOTE 10 — SEGMENT INFORMATION
FASB ASC Topic 280,
“Segment Reporting,” establishes standards for companies to report in their financial statement, information about operating
segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that
engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is
available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources
and assess performance.
The Company’s Chief
Operating Decision Maker (“CODM”) has been identified as the Chief Financial Officer, who reviews the assets, operating results,
and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly,
management has determined that the Company has only one reporting segment.
The CODM assesses performance
for the single segment and decides how to allocate resources. The measure of segment assets is reported on the balance sheet as total
assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several
key metrics, which include the following:
| | |
May 26,
2026 | |
| Cash | |
$ | 898,623 | |
| Cash held in Trust Account | |
$ | 80,400,000 | |
The CODM reviews the position
of total assets available with the Company to assess if the Company has sufficient resources available to discharge its liabilities.
The CODM is provided with details of cash and liquid resources available with the Company.
NOTE 11 — SUBSEQUENT EVENTS
The Company evaluated subsequent
events and transactions that occurred after the balance sheet date through June 1, 2026, the date that the financial statement was
issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure
in the financial statement.
F-15
