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.
Simultaneously with the closing
of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 5,000,000 warrants
(the “Private Placement Warrants”), with each Private Placement Warrant exercisable to purchase one Class A ordinary
share at $11.50 per share. Of the 5,000,000 Private Placement Warrants, 3,000,000 Private Placement Warrants were sold to Wilco 63 Holding
LLC, the Company’s sponsor, and 2,000,000 Private Placement Warrants were sold to Cantor Fitzgerald & Co., the representative
of the underwriters in the IPO, in each case at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to
the Company of $5,000,000.
A total of $230,000,000, or
$10.00 per Unit, comprised of the net proceeds from the IPO (which amount includes the underwriter’s deferred discount of $9,800,000)
and the sale of the Private Placement Warrants, 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 22, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the sale of the Private Placement Warrants 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
WILCO 63 CORPORATION
INDEX TO FINANCIAL STATEMENT
| |
|
Page |
| Financial Statement of Wilco 63 Corporation: |
|
|
| Report of Independent Registered Public Accounting Firm |
|
F-2 |
| Balance Sheet as of June 22, 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
Wilco 63 Corporation:
Opinion on the Financial Statement
We have audited the accompanying balance sheet of Wilco 63 Corporation.
(the “Company”) as of June 22, 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 22,
2026, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s
Ability to Continue as a Going Concern
The accompanying financial statement has
been prepared assuming the Company will continue as a going concern. As discussed in the Note 1 to the financial statement, the
Company has limited cash available outside of its Trust Account and may not be able to access the funding necessary to consummate a
business combination. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for
one year from the date the financial statement is issued. Management’s evaluation of these events and conditions, as well as
its plans to address them, are disclosed in the notes to the financial statement. The financial statement does not include any
adjustments that might result from the resolution of this uncertainty.
Basis for Opinion
This 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.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor
since 2025.
New York, New York
June 26, 2026
WILCO 63 CORPORATION
BALANCE SHEET
JUNE 22, 2026
| Assets: | |
| |
| Current assets | |
| |
| Cash and cash equivalents | |
$ | 650,170 | |
| Due from sponsor | |
| 32,742 | |
| Prepaid expenses | |
| 20,600 | |
| Total current assets | |
| 703,512 | |
| Cash held in Trust Account | |
| 230,000,000 | |
| Total Assets | |
$ | 230,703,512 | |
| | |
| | |
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
| | |
| Liabilities: | |
| | |
| Current liabilities | |
| | |
| Accrued offering costs | |
$ | 382,000 | |
| Accrued expenses | |
| 83,354 | |
| Total current liabilities | |
| 465,354 | |
| Deferred underwriting fee | |
| 9,800,000 | |
| Total Liabilities | |
| 10,265,354 | |
| | |
| | |
| Commitments and Contingencies (Note 6) | |
| | |
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value of $10.00 per share | |
| 230,000,000 | |
| | |
| | |
| Shareholders’ Deficit | |
| | |
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |
| — | |
| Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) | |
| — | |
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding | |
| 575 | |
| Additional paid-in capital | |
| — | |
| Accumulated deficit | |
| (9,562,417 | ) |
| Total Shareholders’ Deficit | |
| (9,561,842 | ) |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
$ | 230,703,512 | |
The accompanying notes are an integral part of
the financial statement.
WILCO 63 CORPORATION
NOTES TO FINANCIAL STATEMENT
JUNE 22, 2026
Note 1 — Organization
and Business Operations
Wilco 63 Corporation (the “Company”)
is a blank check company incorporated as a Cayman Islands exempted corporation on November 3, 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 (the “Business Combination”). The Company has not selected any specific Business Combination
target, and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any
Business Combination target with respect to an initial Business Combination with the Company.
As of June 22, 2026, the Company has not commenced
any operations. All activity for the period from November 3, 2025 (inception) through June 22, 2026 relates to the Company’s
formation and the Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion
of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on
the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year
end.
The Company’s Sponsor is Wilco 63 Holding
LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on
June 17, 2026. On June 22, 2026, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units”), which
includes the full exercise by the underwriters of their over-allotment option of 3,000,000 Units, at $10.00 per Unit, generating gross
proceeds of $230,000,000. Each Unit consists of one Class A ordinary share (“Public Share”) and one-half of one redeemable
warrant (each “Public Warrant” and collectively, the “Public Warrants”). Each whole Public Warrant entitles the
holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
Simultaneously with the closing of the Initial Public Offering, the
Company consummated the sale of an aggregate of 5,000,000 Private Placement Warrants (each “Private Placement Warrant”, collectively
the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $5,000,000.
Of those 5,000,000 Private Placement Warrants, the Sponsor purchased 3,000,000 Private Placement Warrants, and Cantor Fitzgerald &
Co. purchased 2,000,000 Private Placement Warrants.
Transaction costs amounted to $14,450,568, consisting
of $4,000,000 of cash underwriting fee, $9,800,000 of deferred underwriting fee, and $650,568 of other offering costs.
The Company’s Business Combination must be with one or more target
businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding
the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of signing
an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business
Combination 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”). 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 June 22, 2026,
an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Warrants was placed
in a U.S.-based trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee,
and initially be 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; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the
intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment
Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based
on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment
Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account
in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust
Account that may be released to the Company to pay its taxes, if any (other than excise or similar taxes), and up to $100,000 of interest
income to pay dissolution expenses, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will
not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination,
(ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within
24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors
may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public
shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles
of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the
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 (B) with respect to any other material provisions relating to the rights of holders of
Class A ordinary shares or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject
to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.
WILCO 63 CORPORATION
NOTES TO FINANCIAL STATEMENT
JUNE 22, 2026
Note 1 — Organization
and Business Operations (cont.)
The Company will provide the Company’s public
shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination
either (i) in connection with a general meeting called to approve the initial 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 proposed initial Business
Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled
to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated
as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds
held in the Trust Account (less taxes payable (other than excise or similar taxes)), divided by the number of then outstanding public
shares, subject to the limitations. The Company will not use the proceeds placed in the Trust Account, or the interest earned on the proceeds
placed in the Trust Account, to pay for possible excise or similar taxes that may be levied on the Company pursuant to any current, pending
or future rules or laws, including any excise tax due under the Inflation Reduction Act of 2022 on any redemptions or stock
buybacks by the Company, prior to the release of such funds from the Trust Account upon the initial Business Combination. The amount in
the Trust Account is initially anticipated to be $10.00 per public share.
The Public Shares are recorded at a redemption
value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from
Equity” (“ASC 480”).
The Company will have only the duration of the
Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination
within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter,
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 (less taxes payable (other than excise or similar taxes) and up to $100,000 of
interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full
and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the
right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands
law to provide for claims of creditors and subject to the other requirements of applicable law.
The Sponsor, officers and directors have entered into a letter agreement
with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as
defined in Note 5) and public shares in connection with the completion of the initial Business Combination; (ii) 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; (iii) waive their rights to liquidating distributions from the Trust
Account with respect to their Founder Shares if the Company fails to complete the 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 the Completion Window and to liquidating distributions from assets outside
the Trust Account; and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Initial Public
Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements
of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the
initial Business Combination.
WILCO 63 CORPORATION
NOTES TO FINANCIAL STATEMENT
JUNE 22, 2026
Note 1 — Organization
and Business Operations (cont.)
The Company’s 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, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 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 $10.00 per share due to reductions in the value of the trust assets, less taxes payable (other than excise or similar
taxes), 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 underwriters of the Initial Public Offering against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor
to reserve for such indemnification obligations, nor has the Company 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.
Going Concern Consideration
The Company’s liquidity needs up to June
22, 2026 had been satisfied through promissory note from the Sponsor of up to $1,300,000. As of June 22, 2026, the Company had $650,170
in cash and cash equivalents and $238,158 in working capital.
The Company has the ability to draw up to $1,300,000 under the promissory
note from the Sponsor to finance transaction costs in connection with the initial Business Combination (Note 5). As of June 22, 2026,
there are no borrowings outstanding under the promissory note.
In addition, in order to finance transaction costs
in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and
directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). 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 warrants at a price of $1.00 per warrant. Such private warrants would be identical to the Private Placement Warrants. 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 June 22, 2026,
there were no Working Capital Loans outstanding.
The Company completed its Initial Public Offering
at which time capital in excess of the funds deposited in Trust Account and/or used to fund offering expenses was released to the Company
for general capital purposes. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing
and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40,
“Financial Statement Presentation — Going Concern,” the Company’s management has evaluated the Company’s
liquidity and financial condition, and determined that the Company lacks the liquidity to sustain operations for a reasonable period
of time, which is considered to be one year from the date of the issuance of the financial statement. These conditions raise substantial
doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty with the Business
Combination. There is no assurance that the Company’s plans to complete the Business Combination will be successful. The financial
statement does not include any adjustments that might result from the outcome of this uncertainty.
Note 2 — Significant Accounting
Policies
Basis of Presentation
The accompanying financial statement 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 U.S. Securities and Exchange Commission (the “SEC”).
WILCO 63 CORPORATION
NOTES TO FINANCIAL STATEMENT
JUNE 22, 2026
Note 2 — Significant Accounting
Policies (cont.)
Emerging Growth Company Status
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”), 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 auditor 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 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 financial statement in conformity with U.S. GAAP
requires 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 financial statement.
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 no cash and $650,170 of cash
equivalents as of June 22, 2026.
Cash Held in Trust Account
As of June 22, 2026, the assets held in the Trust
Account, amounting to $230,000,000, were held in cash.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a 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.
Offering Costs
The Company complies with the requirements of the FASB ASC Topic
340-10-S99, “Other Assets and Deferred Costs — SEC Materials,” and SEC Staff Accounting Bulletin Topic 5A, “Expenses
of Offering.” Deferred 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 Initial
Public Offering proceeds first to 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 Warrants
were charged to shareholders’ deficit as Public Warrants and Private Placement Warrants after management’s evaluation are
accounted for under equity treatment.
WILCO 63 CORPORATION
NOTES TO FINANCIAL STATEMENT
JUNE 22, 2026
Note 2 — Significant Accounting
Policies (cont.)
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 Measurements and Disclosures,”
approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.
Income Taxes
The Company accounts for income taxes under FASB
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.
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’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 22, 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.
WILCO 63 CORPORATION
NOTES TO FINANCIAL STATEMENT
JUNE 22, 2026
Note 2 — Significant Accounting
Policies (cont.)
Warrant Instruments
The Company accounted for the Public Warrants
(defined below) and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance
with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and
classified the warrant instruments under equity treatment at their assigned value.
Share-Based Payment Arrangements
The Company accounts for share awards in accordance
with FASB ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their
“fair value.” Fair value is measured on the grant date and is equal to the underlying value of the share. Costs equal to these
fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period
of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting
a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative
adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously
recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.
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 June 22, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside
of the shareholders’ deficit section of the Company’s balance sheet. As of June 22, 2026, the Class A ordinary shares subject
to possible redemption reflected in the balance sheet are reconciled in the following table:
| Gross proceeds | |
$ | 230,000,000 | |
| Less: | |
| | |
| Proceeds allocated to Public Warrants | |
| (5,474,000 | ) |
| Public Shares issuance costs | |
| (14,093,132 | ) |
| Plus: | |
| | |
| Remeasurement of carrying value to redemption value | |
| 19,567,132 | |
| Class A ordinary shares subject to possible redemption, June 22, 2026 | |
$ | 230,000,000 | |
Recent Accounting Pronouncements
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.
WILCO 63 CORPORATION
NOTES TO FINANCIAL STATEMENT
JUNE 22, 2026
Note 3 — Initial Public
Offering
Pursuant to the closing of the Initial Public Offering on June 22,
2026, the Company sold 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option of 3,000,000
Units at a purchase price of $10.00 per Unit, generating gross proceeds of $230,000,000. Each Unit that the Company is offering consists
of one Class A ordinary share, and one-half of one redeemable warrant (the “Public Warrants”). Each whole Public Warrant
will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each Public
Warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years
after the completion of the initial Business Combination, or earlier upon redemption or liquidation.
Public Warrants — As of June
22, 2026, there were 16,500,000 Warrants outstanding, including 11,500,000 Public Warrants and 5,000,000 Private Placement Warrants. Each
whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as
discussed herein. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will
expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier
upon redemption or liquidation.
The Company will not be obligated to deliver any
Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless
a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective
and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A
ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered,
qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the
event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant
will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be
required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser
of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying
such Unit.
Under the terms of the warrant agreement, the
Company has agreed that, as soon as practicable, but in no event later than 20 business days after the closing of its Business
Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement
for the Initial Public Offering 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 its commercially reasonable efforts to cause the same to
become effective within 60 business days following the Company’s 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 (60th) business day after the
closing of the initial Business Combination, warrant holders 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. Notwithstanding the above, if the Class A
ordinary shares are at the time of
WILCO 63 CORPORATION
NOTES TO FINANCIAL STATEMENT
JUNE 22, 2026
Note 3 — Initial Public
Offering (cont.)
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, and in the event the Company does not so elect, the Company 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.
If the holders exercise their Public Warrants
on a cashless basis, they would pay the warrant exercise price by surrendering the 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” of the Class A ordinary shares over the exercise price of the warrants
by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary
shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is
received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.
Redemption of Warrants When the Price per Class A
Ordinary Share Equals or Exceeds $18.00: The Company may redeem the outstanding warrants:
| ● | 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 (the “30-day redemption period”); and |
| ● | 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) 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 warrant holders. |
Additionally, if the number of outstanding Class A
ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares
or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A
ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares.
A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares
at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to
the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other
equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the
quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these
purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining
the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well
as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of
Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to
the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without
the right to receive such rights.
Note 4 — Private Placement
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of an aggregate of 5,000,000 Private Placement Warrants (each “Private Placement
Warrant”, collectively the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating
gross proceeds of $5,000,000. Of those 5,000,000 Private Placement Warrants, the Sponsor purchased 3,000,000 Private Placement Warrants,
and Cantor Fitzgerald & Co. purchased 2,000,000 Private Placement Warrants.
WILCO 63 CORPORATION
NOTES TO FINANCIAL STATEMENT
JUNE 22, 2026
Note 4 — Private Placement
(cont.)
The Private Placement Warrants will be identical
to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor Fitzgerald &
Co., or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable
upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders
until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with
respect to Private Placement Warrants held by Cantor Fitzgerald & Co., will not be exercisable more than five years from
the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority (“FINRA”)
Rule 5110(g)(8).
Note 5 — Related Party Transactions
Founder Shares
On December 2, 2025, the Sponsor made a capital contribution of $25,000,
or approximately $0.004 per share, to cover certain deferred offering costs of the Company, for which the Company issued 5,750,000 Class
B ordinary shares (or “Founders Shares”) to the Sponsor. Up to 750,000 of the Founder Shares may be surrendered by the Sponsor
for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. On June 22, 2026, the
underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000
Founder Shares are no longer subject to forfeiture.
On March 31, 2026, the Sponsor issued membership interests equivalent
to an aggregate of 1,450,000 Founder Shares to certain members of the Company’s management team and independent directors of the
Company, or their affiliated entities, in exchange for their services as management and directors through the Company’s initial
Business Combination. Each membership interest represents an indirect economic interest in one Founder Share held by the Sponsor, or the
proceeds thereof. The membership interests in the Founder Shares issued to such members of the Company’s management team and independent
directors, or their affiliate entities, are within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC
718”). Under FASB ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the
assignment date. The total fair value of the 1,450,000 Founder Shares on March 31, 2026 was $3,697,500 or $2.55 per share. The Company
established the initial fair value of the Founder Shares on March 31, 2026, the date of the grant agreement, using a calculation prepared
by a third party valuation team which takes into consideration the implied Class A share price of $9.83, risk-free rate of 3.64%, and
implied market adjustment of 26.1%. The Founder Shares were assigned subject to a performance condition (i.e., providing services through
Business Combination). Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon
consummation of a Business Combination) in an amount equal to the number of membership interests that ultimately vest times the assignment
date fair value per share (unless subsequently modified) less the amount initially received for the Founder Shares. As of June 22, 2026,
the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been
recognized.
The Company’s initial shareholders have agreed not to transfer,
assign or sell any of their Founder Shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur
of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation,
merger, share exchange or other similar transaction after the initial Business Combination 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. Any permitted transferees
will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder
Shares (the “Lock-up”).
Notwithstanding the foregoing, if (1) the closing price of the Class
A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination
or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders
having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.
The Sponsor, officers and directors have entered into a letter agreement
with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and
public shares in connection with the completion of the initial Business Combination; (ii) 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 (A) to modify the substance or timing of the Company’s obligation to allow
redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated
an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the
rights of holders of Class A ordinary shares or pre-initial Business Combination activity; (iii) waive their rights to liquidating
distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the 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 the Completion Window and to liquidating distributions
from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any public shares purchased during or after
the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance
with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination)
in favor of the initial Business Combination.
WILCO 63 CORPORATION
NOTES TO FINANCIAL STATEMENT
JUNE 22, 2026
Note 5 — Related Party
Transactions (cont.)
Promissory Note — Related Party
On December 2, 2025, the Sponsor agreed to
loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. On May 20, 2026,
the promissory note was amended to increase the principal amount to $1,300,000 to be used for a portion of the expenses of the Initial
Public Offering and to finance transaction costs in connection with the initial Business Combination. The loan is non-interest bearing,
unsecured and will be repayable upon the closing of an initial Business Combination or upon the Company’s dissolution, whichever
occurs first. As of June 22, 2026, the Company had borrowed $267,258, which has been paid in full by the Company at the closing of the
Initial Public Offering.
Administrative Services Agreement
Commencing on June 17, 2026, the effective date
of the Initial Public Offering, the Company entered into an agreement with an affiliate of the Sponsor to pay an aggregate of $12,500
per month for office space, utilities, and secretarial and administrative support. Upon completion of an initial Business Combination
or liquidation, the Company will cease paying these monthly fees. Additionally, the Company will also enter into an agreement with an
affiliate of the Sponsor pursuant to which such affiliate will provide the Company with strategic, financial and structuring advice in
connection with an initial business combination, subject to reimbursement of up to $200,000 in out-of-pocket expenses As of June 22, 2026,
no amount has been accrued for these services in the Company’s balance sheet.
Related Party 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 (the “Working Capital Loans”). If the Company completes
a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the
Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from
the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible
into Private Placement Warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender.
The warrants would be identical to the Private Placement Warrants. As of June 22, 2026, no such Working Capital Loans were outstanding.
Due from Sponsor
On June 22, 2026, the Company paid $32,742 in
excess of the outstanding borrowings under the Note at the closing of the Initial Public Offering. This amount is due on demand.
Note 6 — Commitments and
Contingencies
Risks and Uncertainties
The United States and global markets are
experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the
Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”)
deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries
have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal
of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries,
including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel,
increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting
measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union,
Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional
and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions,
including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased
cyberattacks against U.S. companies.
Additionally, any resulting sanctions could adversely
affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Any of the above mentioned factors, or any other
negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,
the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial
Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.
WILCO 63 CORPORATION
NOTES TO FINANCIAL STATEMENT
JUNE 22, 2026
Note 6 — Commitments and
Contingencies (cont.)
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and the
Class A ordinary shares underlying such Private Placement Warrants and Private Placement Warrants that may be issued upon conversion
of the 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 initial Business Combination pursuant
to a registration rights agreement to be signed prior to or on the effective date of the Initial Public 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 completion of the
initial Business Combination. Notwithstanding anything to the contrary, Cantor Fitzgerald & Co. may only make a demand on one occasion
and only during the five-year period from the commencement of sales in this offering. In addition, Cantor Fitzgerald & Co. may
participate in a piggyback registration only during the seven-year period from the commencement of sales in the Initial Public Offering.
The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters’ Agreement
The Company granted the underwriters a 45-day
option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at
the Initial Public Offering price less the underwriting discounts and commissions. On June 22, 2026, the underwriters elected to fully
exercise their over-allotment option to purchase an additional 3,000,000 Units at a price of $10.00 per Unit.
The underwriters were entitled to a cash
underwriting discount of $4,000,000 (2.0% of the $200,000,000 gross proceeds of the Units sold in the Initial Public Offering,
excluding any proceeds from units sold pursuant to the underwriters’ over-allotment option).
Additionally, the underwriters were entitled
to a deferred underwriting discount of 4.0% of the $200,000,000 gross proceeds of the Initial Public Offering held in the Trust
Account other than those sold pursuant to the underwriters’ over-allotment option and 6.0% of the $30,000,000 gross proceeds
from units sold pursuant to the underwriters’ over-allotment option, or $9,800,000 in the aggregate upon the completion of the
Company’s Initial Business Combination subject to the terms of the underwriting agreement.
Note 7 — Shareholder’s
Deficit
Preference Shares — The
Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. As of June 22, 2026, there were no
preference shares issued or outstanding.
Class A Ordinary Shares — The
Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001 each. As of June 22, 2026,
there were no Class A ordinary shares issued or outstanding, excluding 23,000,000 shares subject to possible redemption.
Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B
ordinary shares at par value of $0.0001 each. On December 2, 2025, the Company issued 5,750,000 Class B ordinary shares to the
Sponsor for $25,000, or approximately $0.004 per share. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture
if the over-allotment option is not exercised by the underwriters in full. On June 22, 2026, the underwriters exercised their over-allotment
option in full as part of the closing of the Initial Public Offering. As such, the 750,000 Founder Shares are no longer subject to forfeiture.
As June 22, 2026, there were 5,750,000 Class B ordinary shares issued and outstanding.
The Founder Shares will automatically convert into Class A ordinary
shares (such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating
distributions from the Trust Account if the Company fails to consummate an initial Business Combination) concurrently with or immediately
following the consummation of the initial Business Combination or earlier 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,
20% of the sum of (i) all ordinary shares issued and outstanding upon the completion of the Initial Public Offering (including any
Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary
shares issuable upon the exercise of the Private Placement Warrants), plus (ii) all Class A ordinary shares and equity-linked
securities issued or deemed issued, in connection with the closing of 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 or 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 and
any redemptions of Class A ordinary shares by public shareholders in connection with any amendment to the amended and restated memorandum
and articles of association made prior to the consummation of the initial Business Combination (A) to modify the substance or timing
of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public
shares if the Company does not complete the initial Business Combination within the completion window or (B) with respect to any
other material provisions relating to the rights of holders of Class A ordinary shares or pre-business combination activity; provided
that such conversion of Founder Shares will never occur on a less than one-for-one basis.
WILCO 63 CORPORATION
NOTES TO FINANCIAL STATEMENT
JUNE 22, 2026
Note 7 — Shareholder’s
Deficit (cont.)
Holders of record of the Company’s Class A
ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.
Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange
rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires
the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person
or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted
on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which (except
as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to
do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended
and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of
association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the
appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50% of the ordinary
shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination,
only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and
(ii) be entitled to vote on continuing the Company 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). Holders of the Class A ordinary shares will not be entitled
to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only
be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in
respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.
Note 8 — Fair Value Measurements
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. U.S. 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. |
WILCO 63 CORPORATION
NOTES TO FINANCIAL STATEMENT
JUNE 22, 2026
Note 8 — Fair Value Measurements (cont.)
The fair value of the Public Warrants is $5,474,000,
or approximately $0.48 per Public Warrant. The fair value of Public Warrants was determined using Monte Carlo Simulation Model. The Public
Warrants have been classified within shareholders’ deficit 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:
| | |
June 22,
2026 | |
| Underlying stock price | |
$ | 9.71 | |
| Exercise price | |
$ | 11.50 | |
| Volatility | |
| 5.00 | % |
| Implied market adjustment | |
| 36.90 | % |
| Risk-free rate | |
| 4.30 | % |
| Pre-adjusted value per share | |
$ | 1.29 | |
| Warrant term (years) | |
| 6.99 | |
Note 9 — 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 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 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 only has one reportable
segment.
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,
CODM reviews several key metrics, which include the following:
| | |
June 22,
2026 | |
| Cash | |
$ | 650,170 | |
| Cash held in Trust Account | |
$ | 230,000,000 | |
The CODM reviews the position of total assets
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. The CODM will review the interest that will be earned and accrued on cash held in Trust Account
to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining
compliance with the Trust Agreement.
Note 10 — Subsequent Events
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date, up to June 26, 2026, the date the financial statement was issued. Based upon this review,
the Company did not identify any subsequent events that would have required adjustments or disclosure in the financial statement.
