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 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 reported, on
June 5, 2026, Long Table Growth Corp. (the “Company”) consummated its initial public offering (“IPO”)
of 17,250,000 units, which includes 2,250,000 units issued pursuant to the exercise by the underwriters of their overallotment option
in full (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share
(the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”),
with each 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 a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000.
Also as previously reported,
on June 5, 2026, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”)
of an aggregate of 3,600,000 warrants (the “Private Placement Warrants”) to Long
Table Growth Sponsor LLC, the Company’s sponsor (the “Sponsor”), at a purchase price of $1.00 per Private Placement
Warrant, generating gross proceeds to the Company of $3,600,000.
A total of approximately $173,363,000 of the proceeds from the IPO and Private Placement (or $10.05 per Unit), which amount includes up to $5,175,000 of the
underwriter’s deferred commission in connection with the IPO, was placed in a U.S.-based trust account maintained by
Continental Stock Transfer & Trust Company, acting as trustee.
An audited balance sheet as
of June 5, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company
and 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
LONG TABLE GROWTH CORP.
INDEX TO FINANCIAL STATEMENT
| |
|
Page |
| Report of Independent Registered Public Accounting Firm |
|
F-2 |
| Balance Sheet |
|
F-3 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholders and the Board of Directors
of
Long Table Growth Corp.
Opinion on the Financial Statement
We have audited the accompanying balance sheet
of Long Table Growth Corp. (the “Company”) as of June 5, 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 June 5, 2026, in conformity with accounting principles generally accepted in the United States of America.
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, 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.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since
2025.
New York, New York
June 11, 2026
LONG
TABLE GROWTH CORP.
BALANCE SHEET
June 5, 2026
(dollar amounts rounded to thousands)
| ASSETS | |
| |
| Current Assets: | |
| |
| Cash | |
$ | 1,787,000 | |
| Prepaid expenses | |
| 146,000 | |
| Total current assets | |
| 1,933,000 | |
| Cash held in Trust Account | |
| 173,363,000 | |
| Total assets | |
$ | 175,296,000 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | |
| Current liabilities: | |
| | |
| Accrued expenses | |
$ | 137,000 | |
| Deferred compensation – related parties | |
| 30,000 | |
| Total current liabilities | |
| 167,000 | |
| Deferred underwriting payable | |
| 5,175,000 | |
| Advisory fee payable | |
| 5,175,000 | |
| Total liabilities | |
| 10,517,000 | |
| Commitments and Contingencies | |
| | |
| Class A ordinary shares subject to possible redemption, 17,250,000 shares at redemption value of $10.05 per share | |
| 173,363,000 | |
| 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; none issued or outstanding (excluding 17,250,000 shares subject to possible redemption) | |
| — | |
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding | |
| 1,000 | |
| Accumulated deficit | |
| (8,585,000 | ) |
| Total shareholders’ equity | |
| (8,584,000 | ) |
| Total liabilities and shareholders’ equity | |
$ | 175,296,000 | |
The accompanying notes are an integral part
of this balance sheet.
LONG
TABLE GROWTH CORP.
NOTES TO BALANCE SHEET
JUNE 5, 2026
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Long Table Growth Corp. (the “Company”)
is a blank check company incorporated in the Cayman Islands on November 25, 2025. The Company was formed for the purpose of entering
into a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one
or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region
for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company
is subject to all of the risks associated with early stage and emerging growth companies.
As
of June 5, 2026, the Company had not commenced any operations. All activity for the period from November 25, 2025 (inception)
through June 5, 2026 relates to the Company’s formation and
the initial public offering (“Public Offering”), which is described below. The Company will not generate any operating revenues
until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form
of interest income from the proceeds derived from the Public Offering. The Company has selected December 31 as its fiscal year end.
The Company intends to finance its Initial Business
Combination with proceeds from the Offering of $172,500,000 of Units (as defined below) (See Note 3) and a private placement
of 3,600,000 Private Placement Warrants (as defined below) at a price of $1.00 per Private Placement Warrant for an aggregate of $3,600,000,
in a private placement to Long Table Growth Sponsor LLC (the “Sponsor”).
The registration statement for the Company’s
Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 3, 2026.
On June 5, 2026, the Company consummated the Initial Public Offering of 17,250,000 units (the “Units” and, with respect to
the Class A ordinary shares included in the Units offered, the “Public Shares”), generating gross proceeds of $172,500,000,
including the full exercise of the underwriters’ 45-day option to purchase 2,250,000 Units, which is discussed in Note 3. Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 3,600,000 private placement warrants (the “Private
Placement Warrants”) to the Sponsor at a price of $1.00 per Private Placement Warrant, or $3,600,000 in the aggregate, which is
described in Note 4. Upon consummation of the Public Offering, approximately $173,363,000 was deposited in the Trust Account ($10.05 per Unit).
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Placement Warrants, although
substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance
that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one
or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined
below) (excluding the deferred underwriting commissions and taxes paid or payable on the interest earned on the Trust Account) on the
date of the execution of a definitive agreement into an initial Business Combination. The Company will only complete a Business Combination
if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target 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”). Upon the closing of the Public Offering, management has
agreed that an amount equal to at least $10.05 per Unit sold in the Public Offering, including the proceeds from the sale of the Private
Placement Warrants, will be held in a trust account (“Trust Account”), located in the United States and invested only
in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations and/or held as cash or cash
items (including in demand deposit accounts); the holding of these assets in this form is intended to be temporary and for the sole purpose
of facilitating the intended business combination, until the earlier of (i) the completion of a Business Combination and (ii) the
distribution of the funds held in the Trust Account, as described below.
The Company will provide its holders of the outstanding
Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the
completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination
or (ii) without a shareholder vote by means of a tender offer. 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, solely in its discretion, and will be based on a variety
of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder
approval under applicable law or stock exchange listing requirements. 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations and
up to $100,000 of interest to pay liquidation expenses). There will be no redemption rights upon the completion of a Business Combination
with respect to the Company’s warrants. The Public Shares subject to redemption have been recorded at redemption value and classified
as temporary equity upon the completion of the Public Offering in accordance with the Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity.
The Company will proceed with a Business Combination
only if the majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law
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 “Amended and Restated Memorandum and Articles of Association”), conduct
the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business
Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval
for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy
rules and not pursuant to the tender offer rules. 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 Public
Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective
of whether they vote for or against the proposed transaction or don’t vote at all.
Notwithstanding the above, if the Company seeks
shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Amended
and Restated Memorandum and Articles of Association provides 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% or more of the Public Shares, without the prior consent of the Company.
The Sponsor has agreed to waive redemption rights
with respect to any Founder Shares (as defined in Note 5) held and any Public Shares they may acquire during or after the Public
Offering in connection with the completion of Business Combination, except that Public Shares held by the initial shareholders will be
subject to mandatory redemption upon any diminution of the Trust Account in connection with an extension, and such shares will be entitled
to redemption at a price equal to the per share redemption value then held in the Trust Account in connection therewith.
The Company will have until 18 months from
the closing of the Public Offering, or December 5, 2027, to complete a Business Combination (the “Completion Window”). However,
if the Company anticipates that it may not be able to consummate a Business Combination within 18 months from the closing of the
Public Offering, the Company may, but is not obligated to, seek shareholder approval to amend the Amended and Restated Memorandum and
Articles of Association to extend the date by which the Company must consummate the initial Business Combination. If the Company seeks
shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares, regardless of whether
they abstain, vote for, or against, the Company’s initial Business Combination, at a per share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest earned thereon (which interest shall be net of taxes paid
or payable and up to $100,000 of interest to pay liquidation 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), subject to applicable law. For the avoidance of doubt, the time to complete a Business Combination
shall not be extended beyond 18 months without a shareholder vote. The underwriter has agreed to waive its rights to its deferred
underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Completion
Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund
the redemption of the Public Shares.
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 for services rendered
or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent,
confidentiality or other similar agreement or Business Combination agreement (except for the Company’s independent registered public
accounting firm), 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 paid or payable and up to $100,000 of interest to pay liquidation
expenses, 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 indemnity of the underwriter of the Public Offering against certain liabilities, including liabilities under the Securities
Act of 1933, as amended (the “Securities Act”).
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying balance sheet is presented in conformity
with accounting principles generally accepted in the United States of America (“U.S. 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, as modified by the Jumpstart Our Business Startups Act of 2012 (the
“JOBS Act”). As such, the Company is eligible to 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,
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 balance sheet 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.
Cash and Cash Equivalents
The Company considers all highly liquid
instruments with original maturities of three months or less when acquired, to be cash equivalents. There were no cash equivalents at June 5, 2026.
Cash Held in Trust Account
As of June 5, 2026, the assets held in the Trust Account amounted to approximately $173,363,000 in the accompanying balance sheet, all of which was held in cash.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal
Deposit Insurance Corporation coverage of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse
impact on the Company’s financial condition, results of operations and cash flows.
Use of Estimates
The preparation of a balance sheet in conformity
with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the reported amounts of expenses during the reporting period.
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 balance sheet, 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 from those estimates.
Offering Costs
The
Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses
of Offering. Deferred offering costs consist of professional and underwriting fees and other costs incurred through the balance sheet
date that are directly related to the Public Offering. The Company applies this guidance to allocate Public Offering proceeds from
the Units between Class A ordinary shares and warrants, using the residual method by allocating Public Offering proceeds first
to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary
shares have been charged to temporary equity. Offering costs allocated to the Public and Private Placement Warrants have been charged
to shareholder’s equity as the Public and Private Placement Warrants after management’s evaluation have been accounted for
under equity treatment.
Offering costs amounted to approximately $5,948,000,
consisting of $250,000 of upfront discount to the underwriters (including non-accountable expenses), $5,175,000 of deferred underwriting
fees, and $523,000 of other offering costs. Approximately $140,000 of such costs were allocated to the Public Warrants and Private Placement
Warrants and the remainder, approximately $5,808,000 was allocated to Class A ordinary shares subject to redemption.
Ordinary Shares Subject to Possible Redemption
As discussed in Note 4, all of the Class A
ordinary shares issued as part of the Public Offering contain a redemption feature which allows for the redemption of such Public Shares
in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination
and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with
ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights
that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the
Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation
of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company did not specify a maximum
redemption threshold. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus
Public Shares would be required to be disclosed outside of permanent equity.
All shares of Class A ordinary shares are redeemable
and classified as such on the Company’s balance sheet until such time as a redemption event takes place. As of June 5, 2026, the
value of Class A ordinary shares that may be redeemed is equal to approximately $10.05 per share (the redemption price) multiplied by
15,000,000 (17,250,000) shares of Class A ordinary shares. The Company recognizes
changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption
value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional
paid-in capital, in accumulated deficit.
Accordingly, as of June 5, 2026, all of the 17,250,000
Class A ordinary shares subject to possible redemption consist of:
| | |
Dollars
(rounded) | | |
Shares | |
| Gross proceeds of Public Offering | |
$ | 172,500,000 | | |
| 17,250,000 | |
| Less: Proceeds allocated to Public Warrants | |
| (3,605,000 | ) | |
| - | |
| Offering costs | |
| (5,808,000 | ) | |
| - | |
| Plus: Additional $0.05 per share added to the Trust Account | |
| 863,000 | | |
| - | |
| Plus: Accretion of carrying value to redemption value | |
| 9,413,000 | | |
| - | |
| Class A ordinary shares subject to possible redemption as of June 11, 2026 | |
$ | 173,363,000 | | |
| 17,250,000 | |
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 accompanying balance sheet, primarily due to their short-term nature.
Fair value is defined as the price that would be
received for sale of an asset or paid for 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. |
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 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 shares subject to redemption and would have been accounted for as a liability pursuant to ASC 480 had it not been fully exercised
at the time of the initial public offering.
Warrants
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 ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 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 ASC 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 Public and Private Placement warrants issued
in the Public Offering are not precluded from equity classification and have been accounted for as such on the date of issuance and on
each balance sheet date thereafter.
Income Taxes
The
Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach
to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between
the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted
tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
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’s management determined that the Cayman Islands is
the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. As of June 5, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position.
The Company is considered to be an exempted Cayman
Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing
requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Recent Accounting Standards
Management does not believe that any recently issued,
but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s balance sheet.
NOTE 3. PUBLIC OFFERING
Pursuant to the Public Offering, the Company offered
for sale 17,250,000 Units (including the Underwriter’s exercise of the over-allotment option in full) at a purchase
price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public
Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of
$11.50 per share, subject to adjustment (see Note 7).
The Company allocated approximately $3,605,000 of
the Offering proceeds to the estimated fair value of the Public Warrants (approximately $0.42 per full warrant for 17,250,000 one-half
Public Warrants based on a valuation made by a valuation consultant using a Monte Carlo model (Level 3 measurements) using the following assumptions:
| Share price | |
$ | 9.80 | |
| Expected term (in years) | |
| 6.5 | |
| Volatility | |
| 5.0 | % |
| Risk free rate | |
| 4.29 | % |
| Market adjustment | |
| 35.7 | % |
The Company granted the underwriters a 45-day option
to purchase up to 2,250,000 additional Units to cover any over-allotments at the Offering price less the underwriting discounts and
commissions and such option was exercised in full on closing of the Offering. On June 5, 2026, concurrently with the closing of the Public
Offering, the underwriter elected to exercise its over-allotment option in full.
NOTE 4. PRIVATE PLACEMENT
The Sponsor purchased an aggregate of 3,600,000
Private Placement Warrants at a price of $1.00 per Private Placement Warrant, from the Company in a private placement that occurred simultaneously
with the closing of the Public Offering. A portion of the proceeds from the sale of the Private Placement Warrants have been added to
the net proceeds from the Public Offering held in the Trust Account. If the Company does not complete a Business Combination, the proceeds
from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject
to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On December 9, 2025, the Sponsor was issued
5,750,000 Class B ordinary shares (the “Founder Shares”) for an aggregate price of $25,000, or approximately $0.004 per
share, paid to cover certain expenses on behalf of the Company. The Founder Shares include an aggregate of up to 750,000 Class B
ordinary shares subject to forfeiture by the Sponsor to the extent that the Underwriter’s over-allotment option is not exercised
in full or in part, so that the Sponsor will own, on an as-converted basis, 25% of the Company’s issued and outstanding shares
after the Public Offering (assuming the Sponsor does not purchase any Public Shares in the Public Offering). Since the underwriter exercised the over-allotment option in full, these shares are no longer forfeitable.
The Founder Shares are designated as Class B
ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in
this offering, and holders of Founder Shares have the same shareholder rights as public shareholders, except that (i) the Founder
Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled to registration
rights, (iii) in connection with their receipt of founder shares and/or private placement warrants and their appointment as directors
and/or officers, as applicable, the Company’s Sponsor, officers and directors have entered into a letter agreement with the Company,
pursuant to which they have agreed, for no additional consideration, to (A) waive their redemption rights with respect to their Founder
Shares and public shares in connection with the completion of the Company’s initial Business Combination, (B) waive their redemption
rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s
amended and restated memorandum and articles of association (1) to modify the substance or timing of the Company’s obligation
to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public
shares if the Company has not consummated an initial Business Combination within the completion window or (2) with respect to any
other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, (3) waive their
rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Company’s
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 the initial Business Combination within such time
period and to liquidating distributions from assets outside the Trust Account and (4) vote any Founder Shares held by them and any
public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of the
initial Business Combination, (iv) the Founder Shares are automatically convertible into Class A ordinary shares immediately
prior to, concurrently with or immediately following the consummation of the Company’s initial Business Combination or at any time
prior thereto at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the amended and
restated memorandum and articles of association, and (v) prior to the closing of the Company’s initial Business Combination,
only holders of Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing in a jurisdiction
outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional
documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).
The Founder Shares will automatically convert into
Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the initial business
combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions,
share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case
that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the
amounts sold in this offering and related to or in connection with the closing of the initial business combination, the ratio at which
Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding
Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of
Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum
of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A
ordinary shares issued pursuant to the Underwriter’s over-allotment option and excluding the Class A ordinary shares underlying
the Private Placement Warrants issued to the Sponsor and the Underwriter), plus (ii) all Class A ordinary shares and equity-linked securities
issued or deemed issued in connection with the Company’s initial Business Combination (excluding any shares or equity-linked securities
issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to
the Company’s Sponsor or any of its affiliates or to the Company’s officers and directors upon conversion of working capital
loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business
Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
With certain limited exceptions, the Founder Shares
are not transferable, assignable or saleable (except to the Company’s officers and directors and other persons or entities affiliated
with the Company’s Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) 180 days
after the completion of the Company’s initial Business Combination or earlier if, subsequent to our initial Business Combination,
the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share
capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
after the closing of our initial Business Combination, and (B) the date following the completion of the Company’s initial Business
Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the
Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Up
to 750,000 Founder Shares will be surrendered to the Company for no consideration depending on the exercise of the over-allotment option.
Promissory Note — Related Party
On December 8,
2025, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Public Offering
pursuant to a promissory note (the “Promissory Note”). This loan is non-interest bearing and payable on the earlier
of June 30, 2026 or the date on which the Company consummates the Public Offering of its securities. The Company borrowed an
aggregate $269,000 under the Promissory Note to fund costs of the Public Offering at June 5, 2026, which amount was paid in full
upon closing of the Public Offering on June 5, 2026 and no further amounts are outstanding or available to the Company.
Administrative Services and Indemnification Agreement
The Company’s Sponsor, or an affiliate of
the Sponsor, agreed, commencing from the date of the Public Offering through the earlier of the Company’s consummation of a Business
Combination or its liquidation, to make available to the Company certain general and administrative services, including office space,
utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay to Sponsor, or an affiliate
of the Sponsor, $15,000 per month during the 18-month period to complete a Business Combination. Upon completion of the initial Business
Combination or liquidation, the Company will cease paying these monthly fees. At June 5, 2026, the Company paid approximately $14,000
under this agreement representing the pro rata amount for the month of June 2026.
Executive Officer Compensation
Also, commencing on the date on which the securities
are first listed on Nasdaq, the Company agreed to compensate each of its Chief Executive Officer and Chief Financial Officer $33,000 per
month for their services prior to the consummation of the Company’s Initial Business Combination, of which $16,500 per month will
be payable on a current basis and the balance will be payable upon the consummation of our initial business combination. At June 5, 2026,
the Company paid an aggregate of approximately $30,000 under this agreement representing the pro rata amount for the month of June 2026
and the Company accrued an aggregate of approximately $30,000 for the pro rata amount of the deferred compensation for the month of June
2026.
Related Party Loans
In order to finance transaction costs in connection
with the initial 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. If the Company completes the initial Business Combination, the
Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion
of the working capital held outside the Trust Account to repay such loaned amounts, including the repayment of loans from the Sponsor
to pay for any amount deposited to pay for any extension of the time to complete the initial Business Combination, but no proceeds from
the Trust Account would be used for such repayment. Up to $2,500,000 of such loans may be convertible into Warrants, at a price of $1.00
per warrant at the option of the lender, upon consummation of the initial Business Combination. The Warrants would be identical to the
Private Placement Warrants. The terms of such loans by the Company’s officers and directors, if any, have not been determined and
no written agreements exist with respect to such loans. There are no such outstanding related party loans as of June 5, 2026.
NOTE 6. COMMITMENTS
Registration Rights Agreement
The holders of the (i) Founder Shares, which
were issued in a private placement prior to the closing of the Public Offering, (ii) Private Placement Warrants which were issued
in a private placement simultaneously with the closing of the Public Offering and the Class A ordinary shares underlying such Private
Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans will have registration
rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the
company acquired by them prior to the consummation of the Company’s initial Business Combination pursuant to a registration rights
agreement to be signed on the effective date of this offering. The holders of these securities are entitled to make up to three demands,
excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration
rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial Business
Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
Pursuant to the underwriting agreement, the Sponsor
and the executive officers and directors have agreed that, for a period of 180 days from the date of the Public Offering, they will
not, without the prior written consent of the representatives, offer, sell, contract to sell, pledge, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly
or indirectly, any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any
units, ordinary shares, Founder Shares or warrants, subject to certain exceptions. The representatives in their discretion may release
any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and
directors, which shall be with notice. The Sponsor, officers and directors are also subject to separate transfer restrictions on their
Founder Shares and Private Placement Warrants pursuant to the letter agreement described herein.
The Company granted the Underwriter a 45-day option
from the date of the Public Offering to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the Public
Offering price less the underwriting discounts and commissions. Such overallotment option was exercised in full at the closing of the
Public Ofering.
The Underwriter was paid a cash underwriting commission
of $250,000 (whether or not the Underwriter’s over-allotment option was exercised in full), upon the closing of the Public
Offering. In addition, the Underwriter is entitled to a deferred fee of 3.00% of the gross proceeds of the Initial Public Offering, $5,175,000,
payable upon the closing of an initial Business Combination, but such Deferred Fee shall be due solely on amounts remaining in the Trust
Account following all properly submitted shareholder redemptions in connection with the consummation of our initial Business Combination
pursuant to the Underwriting Agreement.
Advisory Fee
In addition to the Underwriting Agreement, the Company
entered into an agreement with the underwriter, in which the underwriter is entitled to an advisory fee equal to 3.00% of the gross proceeds
raised in the Initial Public Offering, or $5,175,000, upon and subject to the closing of the initial Business Combination. Such amount
has been recorded as an expense at the time of the Public Offering, June 5, 2026.
NOTE 7. SHAREHOLDERS’ DEFICIT
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 June 5, 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 the Company’s
Class A ordinary shares are entitled to one vote for each share. As of June 5, 2026, there were no Class A ordinary shares issued
or outstanding and there were 17,250,000 Class A ordinary shares subject to 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 the Company’s
Class B ordinary shares are entitled to one vote for each share. As of June 5, 2026, there were 5,750,000 Class B ordinary shares
outstanding. Of the 5,750,000 Class B ordinary shares outstanding, up to 750,000 shares were subject to forfeiture to the Company
by the Sponsor for no consideration to the extent that the Underwriter’s over-allotment option is not exercised in full or
in part, so that the initial shareholders will collectively own 25% of the Company’s issued and outstanding ordinary shares after
a Public Offering. Since the underwriter’s over-allotment option was exercised in full, no shares were forfeited and none are forfeitable
at June 5, 2026.
Ordinary shareholders of record are entitled to
one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary
shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s
shareholders except as required by law. Prior to the closing of the initial Business Combination, only holders of Class B ordinary
shares (i) will have the right to appoint and remove directors prior to or in connection with the completion of the initial Business
Combination and (ii) will be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any
special resolution required to amend constitutional documents or to adopt new constitutional documents, in each case, as a result of approving
a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of shareholders
prior to or in connection with the completion of the initial Business Combination, holders of the Class B ordinary shares and holders
of the Class A ordinary shares will vote together as a single class, except as required by law.
The Founder Shares will automatically convert into
Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of a Business Combination,
and may be converted at any time prior to the Business Combination, at the option of the holder, on a one-for-one basis (unless otherwise
provided in the Business Combination agreement), subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations
and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities
are issued or deemed issued in connection with the Business Combination, the number of Class A ordinary shares issuable upon conversion
of all Founder Shares will equal, in the aggregate, on an as-converted basis, approximately 25% of the sum of (i) the total
number of all ordinary shares outstanding upon the completion of the Public Offering (including any Class A ordinary shares issued
pursuant to the underwriter’s over-allotment option and excluding the Class A ordinary shares underlying the Private Placement
Warrants issued to the Sponsor and the Underwriter), plus (ii) all Class A ordinary shares and equity-linked securities
issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued,
or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor
or any of its affiliates or to the Company’s officers and directors upon conversion of working capital loans) minus (iii) any
redemptions of Class A ordinary shares by public shareholders prior to or in connection with an initial Business Combination.
Warrants —
12,225,000 warrants are outstanding to purchase an aggregate of 12,225,000 Class A ordinary shares consisting of (i) 3,600,000
Private Placement Warrants to purchase 3,600,000 Class A ordinary shares and (ii) 8,625,000 Public Warrants to purchase 8,625,000
Class A ordinary shares. Each whole Public Warrant entitles the registered holder to purchase one Class A ordinary share at a
price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the
initial Business Combination. Pursuant to the warrant agreement, a warrantholder may exercise its Public Warrants only for a whole
number of Class A ordinary shares. No fractional Public Warrants will be issued upon separation of the units and only whole
Public Warrants will trade. The Public Warrants will expire five years after the completion of the initial Business
Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The Company has agreed that as soon as practicable,
but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially
reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a
part or a new registration statement covering the registration, under the Securities Act, of the Class A ordinary shares issuable
upon exercise of the warrants and thereafter will use the Company’s commercially reasonable efforts to cause the same to become
effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to
the Class A ordinary shares issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions
of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants
is not effective by the sixtieth (60) business day after the closing of the initial Business Combination, warrantholders may,
until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an
effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act or another exemption.
Once the warrant become exercisable, the Company
may call the warrants for redemption for cash:
| ● | in whole and not in part; |
| ● | at a price of $0.01 per warrant; |
| ● | upon a minimum of 30 days’ prior written notice
of redemption; |
| ● | if, and only if, the closing price of the Class A ordinary
shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise
price of a warrant as described under the heading “Warrants”) for any 20 trading days within a 30-trading day
period commencing at least 30 days after completion of the Company’s initial Business Combination and ending three business days
before the Company sends the notice of redemption to the warrantholders. |
If and when the warrants become redeemable by the
Company for cash, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities
for sale under all applicable state securities laws.
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 the initial
Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary shares (with such issue price
or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance
to the initial shareholders or their affiliates, without taking into account any Founder Shares or Private Placement Shares held by the
initial shareholders or such affiliates, as applicable, 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the
volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day
after the day on which the Company consummate the initial Business Combination (such price, the “Market Value”) is below
$9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price, and the $18.00 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 (including the Class A
ordinary shares issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days
after the completion of the initial Business Combination. The Private Placement Warrants have terms and provisions that are identical
to those of the Public Warrants sold as part of the units in the Public Offering.
NOTE 8. SEGMENT INFORMATION
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 (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as
the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources
and assessing financial performance. Accordingly, management has determined that the Company only has one reporting segment.
The CODM assesses performance
for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations
as net income or loss. 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:
| | |
As of
June 5,
2026
(rounded) | |
| Cash in Trust Account | |
$ | 173,363,000 | |
| Cash | |
$ | 1,787,000 | |
General and administrative expenses are reviewed
and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar
transaction within the business combination period. The CODM also reviews general and administrative expenses to manage, maintain and
enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as
reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred
after the balance sheet date up to June 11, 2026, the date that the balance sheet was issued. Based on this review, the Company did not
identify any subsequent events that would have required adjustment or disclosure in the balance sheet.
