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Item 9A. Controls and Procedures

2026-05-04 compared with 2025-03-28 · 379 added, 545 removed, 1053 unchanged (47% of the section changed)

28 unchanged sentences

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for

external reporting purposes in accordance with U.S.

Our internal control over financial reporting includes those policies and procedures

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting

purposes in accordance with U.S.

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

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could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk

that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or

procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the

Treadway Commission in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management

determined that we did not maintain effective internal control over financial reporting as of December 31, 2024 ,

due to the material weakness in our internal controls as a result of inadequate segregation of duties within accounting processes

due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record

This Annual Report does not include an attestation

report by our independent registered public accounting firm, regarding internal control over financial reporting.

As a smaller reporting

company, our management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the

SEC that permit us to provide only management’s report in this Annual Report.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed

the effectiveness of our internal control over financial reporting as of December 31, 2025.

In making these assessments, management used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated

Framework (2013).

Based on our assessments and those criteria, management determined that we did not maintain effective internal control

over financial reporting as of December 31, 2025, due to the material weakness in our internal

controls as a result of inadequate segregation of duties within accounting processes due to limited personnel and insufficient written

policies and procedures for accounting, IT, and financial reporting and record keeping.

intends to implement remediation steps to improve our internal controls due to inadequate segregation of duties within account processes

due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.

We plan to further improve this process by enhancing the size and composition of our board of directors upon the closing of the business

and to identify third-party professionals with whom to consult regarding complex accounting applications and consideration of additional

staff with the requisite experience and training to supplement existing accounting professionals and implemented additional layers of

reviews in the financial close process.

Annual Report does not include an attestation report by our independent registered public accounting firm, regarding internal control

over financial reporting.

As a smaller reporting company, our management’s report was not subject to attestation by our registered

public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report.

in Internal Control Over Financial Reporting

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following table sets forth information about our directors and executive officers.

Chief Executive

Officer, Secretary, and Director

Heung Ming Wong

Chief Financial Officer

Independent Director

Executive Officer, Secretary, and Director

Financial Officer and Director

Xie, CEO, Secretary, and Director

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Karlsen is well-qualified to serve as a member of our board of directors due to his extensive cross-border business

experience., as well as her network of contacts and relationships.

experience., as well as his network of contacts and relationships.

requires that a majority of our board must be composed of “independent directors,” which is defined generally as a person

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Karlsen and Julianne Huh are independent.

of the audit committee is financially literate and our board of directors has determined that Lin Bao qualifies as an “audit committee

financial expert” as defined in applicable SEC rules.

member of the audit committee is financially literate and our board of directors has determined that Lin Bao qualifies as an “audit

committee financial expert” as defined in applicable SEC rules.

Responsibilities

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received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting

restatement .

foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth the number of our ordinary shares beneficially owned, as of March 28, 2025 by (i) each person who is

known by us to be the beneficial owner of more than five percent of our issued and outstanding ordinary shares;

(ii) each of our officers

and directors;

following table sets forth the number of our ordinary shares beneficially owned, as of May 4, 2026 by (i) each person who is known

by us to be the beneficial owner of more than five percent of our issued and outstanding ordinary shares;

(ii) each of our officers and

and (iii) all of our officers and directors as a group.

As of March 28, 2025, we had 6,121,733 ordinary shares issued

and outstanding.

As of May 4, 2026, we had 3,166,332 ordinary shares issued and

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to the ordinary

shares beneficially owned by them.

and Address of Beneficial Owner (1)

of Shares Beneficially Owned (2)

Percentage of

Outstanding Shares

Name and Address of Beneficial Owner (1)

Number of Shares Beneficially Owned (2)

Percentage of Outstanding Shares

Heung Ming Wong

Juan Fernandez Pascual (3)

and directors as a group

All officers and directors as a group

(6 individuals)

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Aimei Investment Ltd (4)

First Trust Merger Arbitrage

First Trust Capital Management

Wolverine Asset Management,

Karpus Investment Management (8)

than one percent.

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(Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, George Town, Cayman Islands.

on a Schedule 13G filed on November 14, 2024.

The schedule was filed jointly by First Trust Merger Arbitrage Fund (“VARBX”),

First Trust Capital Management L.P.

(“FTCM”), First Trust Capital Solutions L.P.

(“FTCS”) and FTCS Sub GP

LLC (“Sub GP”).

FTCM is an investment adviser registered with the SEC that provides investment advisory services to,

among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act

of 1940, specifically First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company

registered under the Investment Company Act of 1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware

limited liability company (collectively, the “Client Accounts”).

FTCS is a Delaware limited partnership and control person

Sub GP is a Delaware limited liability company and control person of FTCM.

VARBX is a series of Investment Managers Series

Trust II, an investment company registered under the Investment Company Act of 1940.

As investment adviser to the Client Accounts,

FTCM has the authority to invest the funds of the Client Accounts in securities (including our ordinary shares) as well as the authority

to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of the ordinary shares of our Company held

in the Client Accounts.

According to the schedule, Joy Ausili is the Trustee, Vice President and Assistant Secretary of VARBX.

principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

on a Schedule 13G filed on November 14, 2024.

The schedule was filed jointly by First Trust Merger Arbitrage Fund (“VARBX”),

First Trust Capital Management L.P.

(“FTCM”), First Trust Capital Solutions L.P.

(“FTCS”) and FTCS Sub GP

LLC (“Sub GP”).

FTCM is an investment adviser registered with the SEC that provides investment advisory services to,

among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act

of 1940, specifically First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company

registered under the Investment Company Act of 1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware

limited liability company.

FTCS is a Delaware limited partnership and control person of FTCM.

Sub GP is a Delaware limited liability

company and control person of FTCM.

FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners

of the ordinary shares owned by FTCM.

According to the schedule, Chad Eisenberg is the chief operating officer of FTCM, FTCS, and

The principal business address of FTCM, FTCS and Sub GP is 225 W.

Wacker Drive, 21st Floor, Chicago, IL 60606.

on a Schedule 13G filed on October 16, 2024 and a Schedule 13G/A filed on January 31, 2025.

The schedule relates to shares owned

by Wolverine Asset Management, LLC (“WAM”).

The sole member and manager of WAM is Wolverine Holdings, L.P.

Bellick and Christopher L.

Gust may be deemed to control Wolverine Trading Partners, Inc., the general

partner of Wolverine Holdings.

The address of the principal business office of WAM is 175 West Jackson Boulevard, Suite 340, Chicago,

on a Schedule 13G filed on April 9, 2024.

Karpus Investment Management (“Karpus”) is controlled by City of London Investment

Group plc (“CLIG”), which is listed on the London Stock Exchange.

However, in accordance with SEC Release No.

(January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment

power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership

is not required between Karpus and CLIG.

The address of the principal business office for Karpus is 183 Sully’s Trail, Pittsford,

New York 14534.

Certain Relationships and Related Transactions, and Director Independence.

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the right to exchange their ordinary shares for cash, securities or other property.

Note — Related Party

May 1, 2023, the Sponsor issued an unsecured promissory note to us, pursuant to which we may borrow up to an aggregate principal amount

of $750,000, to be used for payment of costs related to the IPO.

The note is non-interest bearing and payable on the earlier of (i) December

31, 2023, (ii) the consummation of the IPO, or (iii) the date on which we determine to not proceed with the IPO.

As of December 6, 2023,

we had borrowed $210,151 under the promissory note with the Sponsor.

This promissory note was fully repaid on December 7, 2023.

was no balance due as of December 31, 2024.

Loan — Related Party

December 11, 2024 and January 13, 2025, the Sponsor and United Hydrogen caused the first and second monthly extension fee of $227,700

(equivalent to $0.033 per Public Share), respectively, to be deposited into the Trust Account, to extend the date by which we have to

consummate a business combination from December 6, 2024 to February 6, 2025.

On February 6, 2025 and March 6, 2025, the Sponsor and United

Hydrogen caused the third and fourth monthly extension fee of $150,000, respectively, to be deposited into the Trust Account, to further

extend the deadline from February 6, 2024 to April 6, 2025.

The deposit of the first, second, third, and fourth monthly extension fee

is evidenced by an unsecured promissory note (each, a “Monthly Extension Promissory Note”).

The first and second Monthly

Extension Promissory Notes are in the principal amount of $227,700 each, shared equally between the Sponsor and United Hydrogen ($113,850

The third and fourth Monthly Extension Promissory Notes are in the principal amount of $150,000, also shared equally between the

Sponsor and United Hydrogen ($75,000 each).

Each Monthly Extension Promissory Note bears no interest and is payable in full upon the

consummation of the Business Combination.

The Sponsor and United Hydrogen have the right, but not the obligation, to convert the Monthly

Extension Promissory Note, in whole or in part, into our private units, at a price of $10.00 per unit, each consisting of one ordinary

share and one right to receive one-fifth (1/5) of one ordinary share of our Company, immediately prior to the consummation of the Business

Combination, by providing us with written notices of their intention to convert the Monthly Extension Promissory Note at least two business

days prior to the closing of the Business Combination.

As of December 31, 2024 and 2023, the note payable balance was $227,700 and $0,

to the amended and restated memorandum and articles of association of the Company then in effect, if the Company anticipates that it

may not be able to consummate a business combination within 12 months of the closing of the IPO, the Company may extend the period of

time to consummate a business combination up to twelve times by an additional one month each time to complete a business combination.

Pursuant to the terms of the Company’s memorandum and articles of association and the trust agreement entered into between the

Company and the Trustee, both as amended, in order to extend the time available for the Company to consummate a business combination,

the Sponsor its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust

Account the applicable extension fees, on or prior to the date of the applicable deadline, for each extension.

The Sponsor or its affiliates

or designees will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be

repaid in the event that the Company is unable to close a business combination unless there are funds available outside the Trust Account

Such notes would either be paid upon consummation of the Company’s initial business combination or at the lender’s

discretion, converted upon consummation of the business combination into additional private units at a price of $10.00 per unit.

the year ended December 31, 2025 and 2024, the Company entered into monthly extension loans with its Sponsor for $1,012,031 and $113,850,

respectively, and United Hydrogen for $1,012,031 and $113,850, respectively;

these funds are deposited into the Trust Account in order

to extend the time available to complete a business combination.

These loans are non-interest bearing, payable upon the closing of a

business combination, and convertible at the lender’s discretion, upon consummation of the business combination, into additional

private units at a price of $10.00 per unit.

As of December 31, 2025 and 2024, the extension loan balances were $2,024,062 and $227,700,

respectively.

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to Related Company

of December 31, 2024 and 2023, the Company had a total amount due to related company of $289,780 and $0, from a related party, respectively,

for the payment of costs related to general and administrative services, the Initial Public Offering, and administrative services agreement.

The balance of which $50,000 was deposited in the Trust Account as of December 31, 2024 for the January 13, 2025 extension payment.

balance is unsecured, interest-free and has no fixed terms of repayment.

of December 31, 2025 and 2024, the Company had a total amount due to a related company of $899,601 and $289,780, from a related party,

respectively, for the payment of costs related to general and administrative services, the Initial Public Offering, and administrative

services agreement.

The balance is unsecured, interest-free and has no fixed terms of repayment.

ongoing and future transactions between us and any member of our management team or his or her respective affiliates will be on terms

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for professional services rendered for the audit of our annual financial statements, review of the financial information included in

our required filings with the SEC for the year ended December 31, 2024 and for the period from April 27, 2023 (inception) through December

31, 2023 totaled $160,000 and $115,000, respectively.

The above amounts include interim procedures and audit fees, as well as attendance

at audit committee meetings.

our required filings with the SEC for the years ended December 31, 2025 and 2024 totaled $130,000 and $160,000, respectively.

amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related

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services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

did not pay MaloneBailey for consultations concerning financial accounting and reporting standards for the period for the year ended

December 31, 2024 and for the period from April 27, 2023 (inception) through December 31, 2023.

We did not pay MaloneBailey for tax planning and tax advice for the year ended December 31, 2024 and for the period from April

27, 2023 (inception) through December 31, 2023.

We did not pay MaloneBailey for other services for the year ended December 31, 2024 and for the period from April 27,

2023 (inception) through December 31, 2023.

did not pay MaloneBailey for consultations concerning financial accounting and reporting standards for the years ended December 31, 2025

We did not pay MaloneBailey for tax planning and tax advice for the years ended December 31, 2025 and 2024.

We did not pay MaloneBailey for other services for the years ended December 31, 2025 and 2024.

audit committee was formed in connection with the effectiveness of our registration statement for our IPO.

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Rights Agreement, dated December 1, 2023, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

Description of Securities

Description of Securities (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K filed by the Registrant on March 25, 2024)

Letter Agreement, dated December 1, 2023, among the Registrant and the Registrant’s officers, directors and Initial Stockholders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

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Form of Seller Shareholder Support Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on June 20, 2024)

Founder Support Agreement, dated June 19, 2024

Founder Support Agreement, dated June 19, 2024 (incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K filed by the Registrant on March 28, 2025)

Form of Seller Lock-Up Agreement (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant on June 20, 2024)

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Form of Code of Ethics (incorporated by reference to Exhibit 14 filed with the Registration Statement on Form S-1/A filed by the Registrant on July 24, 2023)

List of Subsidiaries

of Subsidiaries

Power of Attorney (included on the signature page to this Annual Report on Form 10-K).

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Nominating Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1/A filed by the Registrant on July 24, 2023)

Inline XBRL Instance Document.