DYOR

Business Context and Reporting Period

Company: Insight Digital Partners II (a Cayman Islands exempted company)

Filing Type: Form 10-K (Annual Report)

Reporting Period: Fiscal year ended December 31, 2025 (Inception: July 11, 2025)

Business Overview: The Company is a blank check company (SPAC) formed to effect a merger, amalgamation, or similar business combination with one or more businesses. It targets high-growth sectors in the digital economy, including Payment Gateways, Stablecoins, Exchanges, Crypto Miners, High Performance Computing, and Energy. The Company has no operating history and has not generated operating revenues to date.

Capital Structure: As of March 13, 2026, there were 23,000,000 ordinary shares outstanding: 17,250,000 Class A Ordinary Shares (Public Shares) and 5,750,000 Class B Ordinary Shares (Founder Shares).

Key Financial Metrics

Material Changes and IPO Details

The Company consummated its Initial Public Offering (IPO) on October 30, 2025. This represents the primary material event for the reporting period.

• IPO Proceeds: Sold 17,250,000 Units (including full exercise of 2,250,000 over-allotment units) at $10.00 per Unit, generating gross proceeds of $172,500,000.
• Private Placement: Simultaneously sold 5,450,000 Private Placement Warrants to the Sponsor and underwriter at $1.00 per warrant, generating $5,450,000.
• Trust Deposit: $172,500,000 was deposited into the Trust Account immediately following the IPO.
• Transaction Costs: Total IPO-related costs were $10,861,223, comprising $3,450,000 in cash underwriting fees, $6,900,000 in deferred underwriting fees, and $511,223 in other costs.

Guidance, Outlook, and Risks

Completion Window: The Company has 24 months from the closing of the IPO (until October 30, 2027) to complete an initial Business Combination. If unsuccessful, the Company will liquidate and redeem Public Shares.

Management Commentary: Management intends to use funds held outside the Trust Account ($1.25 million) to identify and evaluate targets. They believe these funds are sufficient to operate for the duration of the Completion Window but may seek additional financing (working capital loans) if necessary.

Key Risks and Contingencies:

• Liquidity Risk: If the Company cannot complete a Business Combination, Public Shareholders may receive approximately $10.00 per share (plus interest), but this amount could be reduced by claims of creditors or taxes.
• Redemption Risk: Significant redemptions could reduce cash available for the transaction, potentially forcing the Company to seek additional financing or abandon a deal.
• Geopolitical Risk: Ongoing conflicts (Russia-Ukraine, Middle East) and market volatility may adversely affect the ability to consummate a transaction.
• Investment Company Act: The Company must manage its Trust Account investments to avoid being classified as an unregistered investment company.
• Excise Tax: If the Company becomes a "covered corporation," a 1% excise tax may apply to share redemptions.

Investor Verification Checklist

• Trust Account Status: Verify the current balance and interest accrual in the Trust Account to confirm the per-share redemption value remains above $10.00.
• Working Capital Sufficiency: Monitor the $1.25 million cash balance outside the Trust to ensure it covers operating expenses until the 24-month deadline.
• Extension Provisions: Review the Company's ability to extend the Completion Window and the associated costs (e.g., shareholder contributions) if a target is not found by October 2027.
• Related Party Transactions: Confirm the terms of the Administrative Services Agreement ($30,000/month) and any potential working capital loans from the Sponsor.
• Target Selection Criteria: Assess whether potential targets meet the Company's stated criteria (Enterprise Value $500M-$5B, positive cash flow, audited financials).