Insight Digital Partners II

Sets the trust account value at $10.00 per unit ($150M initial, $10.25 per share after interest assumed), deadline of 24 months from closing (October 30, 2027), redemption rights for public shareholders, sponsor founder shares at $0.004 per share, private placement warrants, and target focus on digital economy sectors (payment gateways, stablecoin, exchanges, crypto miners, HPC, energy, crypto treasury). Provides full risk factors, dilution tables, and sponsor conduct disclosure.

For SPAC tracking: The document specifies the trust at $10.00 per unit ($150M initially, with $150M deposited into trust), a 24-month deadline from IPO closing to complete a business combination, and that public shareholders may redeem regardless of how they vote. The sponsor paid $0.004 per founder share, representing extreme dilution. The management team’s prior SPAC (Insight Acquisition Corp) experienced 99.6% public redemptions after multiple extensions. The target focus is digital economy sectors (payment gateways, stablecoin, crypto miners, HPC, energy, crypto treasury).

This filing matters because it is the definitive deal structure for this new SPAC. Key points for investors include: - $150,000,000 is to be held in trust, which is $10.00 per unit. - No target has been selected and the company states no substantive discussions have been initiated with any target. - The company has a 24-month deadline to complete a business combination, extendable up to 36 months, but any extension is subject to shareholder approval, and redemptions will be offered in connection with any extension. - The sponsor and its affiliates purchased founder shares for approximately $0.004 per share and will purchase 3,500,000 private placement warrants at $1.00 each. This structure creates significant immediate dilution (approximately $9.78 per share in a maximum redemption scenario). - There is a 15% cap on redemptions by any single public shareholder or group without the company's prior consent (if a shareholder vote is sought). - The company's management team is involved with INAQ, which completed a business combination but saw 99.6% of public shareholders redeem their shares, leaving 92,944 public shares in trust post-close. This history might inform expectations for redemption patterns. - The filing package confirms the underwriter's role and compensation, including $6,000,000 in deferred underwriting commissions held in trust.

Investors tracking redemption deadlines and trust value can now see exactly how sponsor compensation structures and equity issuances interact with post-redemption trust balances, removing ambiguity around the $0.40/unit underwriter deferment and establishing clear dilution boundaries for public shareholders. The explicit mapping of how management splits acquisition targets across currently searching SPACs reveals direct internal competition for deal flow, which affects sponsor conduct, extension likelihood, and when the sponsor may prioritize closing versus waiting through the 2027-10-30 deadline. Because the Company attributed all revisions to SEC compliance rather than strategic pivots, the filing signals routine registration maintenance but materially clarifies dilution math and conflict-of-interest guardrails ahead of any business combination vote.

These comments directly map redemption-dependent capital flows, founder equity retention, and sponsor conduct pathways that control deal viability. By forcing the $0.40 per unit deferred compensation to hinge strictly on post-redemption trust balances, the staff dictates how surviving proceeds fund the business combination and whether the sponsor must issue extra founder shares to preserve the 25% baseline, which instantly impacts public shareholder dilution. Clarifying cashless warrant conversion mechanics exposes secondary leverage that compresses equity value independent of redemption rates. Resolving target-allocation protocols across multiple sponsored SPACs constrains management’s discretionary pacing and establishes fiduciary guardrails before a merger target is selected. Because the staff conditions Rules 460 and 461 acceleration on amendment acceptance, these disclosures gatekeep registration effectiveness, IPO timing, and the subsequent acquisition clock.

This filing establishes the baseline mechanics for all future SPAC actions. Key items for tracking redemption deadlines, trust value, and sponsor conduct include: (1) The trust per-share value is $10.00, not the $10.25 stated in the prompt. (2) The deadline to complete a business combination is 24 months from closing, not October 30, 2027 as stated in the prompt; the actual deadline will depend on the closing date of the offering, not an arbitrary date. (3) The sponsor paid a nominal $0.004 per founder share, creating a significant conflict of interest - the sponsor could profit even if the business combination causes public shareholders to lose value. (4) The sponsor and underwriters are purchasing private placement warrants at $1.00 per warrant, providing downside protection. (5) Non-managing sponsor investors, who may include directors and officers, can purchase membership interests and are not required to vote in favor of or refrain from redeeming their public shares. (6) The sponsor has agreed to indemnify the trust account for certain third-party claims, but has no reserve and the only assets appear to be securities of the company, making this indemnity potentially illusory. (7) There is no specified maximum redemption threshold, meaning the SPAC could close with very few public shares remaining.

What changed: A joint acquisition statement and joint filing agreement attached to a Schedule 13G beneficial ownership report. The filing text reports no adjustments to redemption deadlines, trust values, extension proposals, deal progress, or sponsor conduct. It exclusively outlines that Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross are executing a joint filing arrangement for their collective Schedule 13G submission, accepting mutual responsibility for amendment accuracy while disclaiming liability for each other’s independent information. Why it matters: As a purely procedural exhibit dated February 12, 2026, this document contains zero disclosures regarding DYOR’s target acquisition search, customer claims, revenue projections, market positioning, technology, partnerships, litigation, or personnel moves. For investors tracking DYOR’s path from searching to de SPACing, the absence of merger-related milestones or sponsor activity updates confirms that this filing carries no mechanical or strategic weight beyond confirming a multi-party beneficial ownership disclosure structure.

What changed: Schedule 13G joint filing agreement and beneficial ownership report. The submitted text contains only the cover pages and Joint Filing Agreement for a Schedule 13G filed on 2026-02-06. The form states that Insight Digital Partners Sponsor LLC and Michael Singer (identified as Chief Executive Officer) are joint filers who hold director and officer positions, respectively, and jointly assert beneficial ownership exceeding 10% of Insight Digital Partners II [DYOR]. The filing records a 'Date of Event Requiring Statement' of 10/28/2025. Because the excerpt terminates at the joint filer identification page, it discloses no share quantities, acquisition prices, disposition details, or adjustments to previously reported ownership levels. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this filing confirms the sponsor LLC and its CEO maintain their stated directorship and officer status without indicating a transfer, pledge, or dilution event that would reduce their stake below the 10% reporting threshold. It leaves the documented $10.25 per-share trust value, the 2027-10-30 deadline, and the SEARCHING status unchanged. Every assertion originates from the named holders submitting the report; no independent verification, pricing data, or market conditions are cited. The gap between the reported event date (10/28/2025) and the SEC receipt date (2026-02-06) reflects standard post-calendar-year reporting timing or administrative delay rather than a substantive corporate development. Without the omitted Items 3 through 5, the document provides no information on pledging, purpose clauses, recent open-market purchases, or sponsor capital commitments, meaning it adds no new variables to the redemption calendar or business combination timeline.

What changed: Quarterly report on Form 10-Q for Insight Digital Partners II (a blank check company) for the period from inception (July 11, 2025) through September 30, 2025, filed December 8, 2025. The SPAC had not yet completed its initial public offering as of the balance sheet date; the IPO was consummated on October 30, 2025, and is reported as a subsequent event. This is the first financial report since inception. It reports the IPO closing on October 30, 2025, after the quarter end, with 17,250,000 units sold at $10.00 per unit, including full over-allotment, raising $172.5 million in trust. The trust holds $10.00 per public share. The deadline to complete a business combination is 24 months from the IPO (October 30, 2027), with potential extension up to 36 months. The sponsor holds 5,750,000 founder shares (25% of post-IPO shares) and purchased 3,725,000 private placement warrants; underwriters purchased 1,725,000 private placement warrants. The company had a working capital deficit of $252,364 as of September 30, 2025, which was subsequently addressed by net proceeds from the IPO. The sponsor's promissory note of $140,000 was repaid after the IPO. Deferred underwriting fees of $6.9 million are payable upon completion of a business combination. The company is still searching for a target. Why it matters: This filing confirms the SPAC's trust size ($172.5M, $10.00 per share), the 24-month deadline (October 2027), and that the sponsor's economics are standard (25% founder shares). It provides the first financial statements and details on fees and expenses. Investors should note the trust per share is $10.00, not $10.25 as assumed in some market data. The SPAC is in the early searching phase with no target identified.

What changed: A Current Report on Form 8-K announcing the separate trading commencement of Class A ordinary shares and warrants following a recently completed initial public offering, accompanied by an attached press release dated November 14, 2025. The filing does not alter the redemption calendar, trust value per share ($10.25), or business combination deadline (October 30, 2027). Insight Digital Partners II remains in the SEARCHING phase with no reported deal progress or changes to sponsor conduct. Holders may elect to separately trade Class A ordinary shares (symbol “DYOR”) and warrants (symbol “DYORW”) commencing on or about November 18, 2025. Un-separated units will continue trading as “DYORU.” The filing confirms the registration statement became effective pursuant to Section 8(a) of the Securities Act of 1933. Separations require broker coordination with transfer agent Continental Stock Transfer & Trust Company, and only whole warrants will trade upon separation. Why it matters: According to the attached press release, the Company states it expects to target opportunities in “high-growth, high-impact sectors that form the backbone of the digital economy,” specifically citing “infrastructure supporting stablecoins and digital payments, staking and mining operations, trading and exchange platforms, and high-performance computing—alongside innovative opportunities in energy that power these advancements.” The press release specifies the initial public offering comprised 17,250,000 units, including 2,250,000 units issued from the underwriters’ fully exercised overallotment option, which completed on October 30, 2025. Warrants are exercisable for one Class A ordinary share at an exercise price of $11.50 per share. These strategic priorities and offering details are attributed directly to the Company’s press release.

What changed: A Form 8-K Current Report disclosing the consummation of Insight Digital Partners II’s initial public offering and simultaneous private placement on October 30, 2025, accompanied by the registrant’s audited balance sheet as of that date. As stated in the 8-K and Note 1, the company placed $172,500,000 into a U.S.-based trust account at Continental Stock Transfer & Trust Company upon closing. The filing outlines a 24-month business combination window extendable up to 36 months maximum, with shareholder-approved extensions triggering pro-rata redemption rights at the trust deposit amount. Per Note 6 and the letter agreement, the sponsor, officers, and directors waived redemption rights on founder and post-OPO public shares, except for mandatory redemptions if the trust account diminishes during an extension, and agreed to vote founder shares in favor of the proposed combination. Pre-closing liquidity was funded by a $140,000 sponsor promissory note fully settled on November 4, 2025, and a $1,618,000 private placement subscription receivable collected the same day. Administrative services are priced at up to $30,000 per month. Up to $1,500,000 in working capital loans may convert to private placement units at $10.00 per unit, while underwriters retain a $6,900,000 deferred commission payable solely from post-redemption trust balances upon transaction completion. Target selection criteria require an aggregate fair market value of at least 80% of the trust account (excluding deferred underwriting fees and taxes on trust interest) and a controlling 50% voting stake post-combination. Elsewhere in the document, the filing records the sale of 17,250,000 public units at $10.00 each, the issuance of 5,750,000 founder shares purchased for $25,000, and 210,000 founder shares granted to directors and officers at a $4.59 per share fair value. Equity structures detail 14,075,000 warrants (8,625,000 public and 5,450,000 private) exercisable at $11.50 per share starting 30 days after the business combination, expiring five years later, with cashless exercise fallbacks, a $0.01 per warrant redemption call triggered at an $18.00 per share threshold, and reset mechanics if capital raises price equity below $9.20 per share. The report also confirms Cayman Islands incorporation, New York principal offices, emerging growth company status, and an unqualified audit opinion signed by WithumSmith+Brown, PC on November 5, 2025. Why it matters: This filing locks the definitive cash ceiling, regulatory timeline, and capital structure that govern public shareholder exit economics and sponsor alignment ahead of any de-SPAC transaction. The confirmed $172,500,000 trust balance, hard 36-month maximum deadline, and specific dilution/conversion parameters for sponsor working capital and deferred underwriting compensation directly dictate the minimum viable deal size, maximum allowable redemptions, and post-combination ownership distribution. Subsequent November 4, 2025 settlement of the sponsor note and subscription receivable also removes immediate post-IPO liquidity uncertainty, confirming the trust reserve is isolated and intact for future business combination voting or extension decisions.

What changed: Schedule 13G Exhibit A Joint Filing Agreement coordinating a collective beneficial ownership disclosure under Rule 13d-1(k) of the Securities Exchange Act of 1934, executed by Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP; Harraden Circle Concentrated, LP; and Frederick V. Fortmiller, Jr. The filing does not alter Insight Digital Partners II’s redemption calendar, $10.25 per share trust allocation, 2027-10-30 deadline, extension provisions, or sponsor leadership roster. It reports no target outreach, merger agreement amendments, investor meeting votes, or deal progression. The sole operational change recorded is the formalization of a joint filing protocol dated November 4, 2025, allowing the listed Harraden Circle vehicles and Mr. Fortmiller, identified in the text solely as Managing Member of the disclosed entities, to satisfy SEC reporting requirements collectively. No claims are made about customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel. Why it matters: For investors tracking DYOR’s trust integrity, extension trajectory, or sponsor conduct, this document confirms a consolidated disclosure structure among affiliated Harraden Circle funds but provides zero actionable intelligence on the SPAC’s searching phase or capital preservation efforts. It does not signal target identification, modification of shareholder rights, withdrawal of officers or directors, or changes to the trust account mechanism. Its only practical effect is administrative compliance with co-ownership reporting rules under federal securities regulations.

What changed: 8-K Current Report announcing the closing of the initial public offering of Insight Digital Partners II, including the full exercise of the underwriters' over-allotment option, and the related entry into material definitive agreements. The company completed its IPO of 17,250,000 units at $10.00 per unit, generating gross proceeds of $172,500,000, and a concurrent private placement of 5,450,000 warrants at $1.00 per warrant, generating $5,450,000. The trust account was funded with $172,500,000 (including $6,900,000 in deferred underwriting commissions). The company’s amended and restated memorandum and articles of association became effective. The board of directors was appointed with three independent directors: Sam Cassatt, Daniel Hume, and Lok Lee. The company has 24 months from the closing date (October 30, 2025) to complete a business combination, i.e., by October 30, 2027. Why it matters: This 8-K confirms the SPAC is now operational with a trust of $172.5 million, equating to approximately $10.00 per public share. The deadline for a business combination is October 30, 2027. The company's press release specifies target areas in the digital economy, including stablecoin and digital payments infrastructure, staking, mining, trading platforms, high-performance computing, and energy. The deferred underwriting commission of $6.9 million reduces the net cash available for a deal. Sponsor and insider lock-up and voting agreements are in place, indicating alignment with public shareholders.

What changed: Initial public offering prospectus (424B4) for Insight Digital Partners II, a blank check company (SPAC) conducting its $150 million IPO of 15,000,000 units at $10.00 per unit. This is the first public filing for this SPAC; it establishes the IPO terms, trust structure, redemption mechanics, sponsor economics, and business combination timeline. No prior filing exists for comparison. Why it matters: Sets the trust account value at $10.00 per unit ($150M initial, $10.25 per share after interest assumed), deadline of 24 months from closing (October 30, 2027), redemption rights for public shareholders, sponsor founder shares at $0.004 per share, private placement warrants, and target focus on digital economy sectors (payment gateways, stablecoin, exchanges, crypto miners, HPC, energy, crypto treasury). Provides full risk factors, dilution tables, and sponsor conduct disclosure.

What changed: A Form 3 initial statement of beneficial ownership, specifically an insider ownership report. Per the filing, director Samuel Lee Cassatt reports zero non-derivative transactions or holdings. This routine submission does not alter trust reserve accounting, modify conversion mechanics, reset extension voting calendars, or advance the target acquisition timeline. Why it matters: This routine compliance exhibit establishes a director position baseline without triggering analysis on sponsor conduct, tender interest thresholds, or liquidity parameters. Because the disclosure contains no transactional data, it leaves the ongoing search phase, shareholder redemption windows, and trust distribution protocols completely unchanged.