What changed in this filing

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Item 1. Financial Statements

2026-06-16 compared with 2025-11-18 · 248 added, 326 removed, 418 unchanged (58% of the section changed)

2 unchanged sentences

BALANCE SHEETS

September 30, 2025

March 31, 2026

December 31, 2025

12 unchanged sentences

Commitments and contingencies (Note 7)

Ordinary shares, subject to possible redemption, 3,995,733 and 6,900,000 shares issued and outstanding at redemption value of $ 11.37 and $ 10.69 , as of September 30, 2025 and December 31, 2024, respectively

Ordinary shares, subject to possible redemption.

1,040,332 shares issued and outstanding at redemption value of $ 11.80 and $ 11.63 as of March 31, 2026 and December 31, 2025, respectively

Shareholders’ deficit:

1 unchanged sentence

500,000,000 shares authorized;

2,126,000 and 2,126,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively (excluding 3,995,733 and 6,900,000 shares subject to possible redemption, respectively)

2,126,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025 (excluding 1,040,332 shares subject to possible redemption)

Accumulated deficit

8 unchanged sentences

STATEMENTS OF OPERATIONS

For the Three months Ended

For the Nine months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Formation and operating costs

$ ( 130,152 )

$ ( 200,019 )

$ ( 585,170 )

For the three

March 31, 2026

For the three

March 31, 2025

General, administrative and operational costs

$ ( 413,414 )

2 unchanged sentences

Interest earned on cash held in trust

Total other income

Total other income, net

Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption

5 unchanged sentences

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For The Three and Nine Months Ended September 30, 2025

For The Three Months Ended March 31, 2026

Ordinary shares

8 unchanged sentences

$ ( 4,189,377 )

Extension funds attributable to ordinary shares subject to redemption

Remeasurement of ordinary shares subject to possible redemption

Balance as of June 30, 2025

$ ( 2,859,541 )

$ ( 2,859,328 )

Extension funds attributable to ordinary shares subject to redemption

Remeasurement of ordinary shares subject to possible redemption

Balance as of September 30, 2025

$ ( 3,439,693 )

$ ( 3,439,480 )

For The Three and Nine Months Ended September 30, 2024

For The Three Months Ended March 31, 2025

Ordinary shares

3 unchanged sentences

$ ( 1,476,610 )

Extension funds attributable to ordinary shares subject to redemption

Remeasurement of ordinary shares subject to possible redemption

2 unchanged sentences

$ ( 2,367,724 )

Remeasurement of ordinary shares subject to possible redemption

Balance as of June 30, 2024

$ ( 597,083 )

$ ( 596,870 )

$ ( 597,083 )

$ ( 596,870 )

Remeasurement of ordinary shares subject to possible redemption

Balance as of September 30, 2024

$ ( 797,102 )

$ ( 796,889 )

$ ( 797,102 )

$ ( 796,889 )

accompanying notes are an integral part of these unaudited financial statements.

1 unchanged sentence

STATEMENTS OF CASH FLOWS

September 30, 2025

September 30, 2024

For the Three Months Ended March 31, 2026

For the Three Months Ended March 31, 2025

Cash flows from operating activities:

1 unchanged sentence

Interest earned on cash held in trust

( 1,546,821 )

( 2,770,867 )

Change in operating assets and liabilities:

6 unchanged sentences

Extension payments deposited in Trust Account

( 1,377,700 )

Net cash provided by investing activities

Net cash (used in) provided by investing activities

Cash flows from financing activities:

3 unchanged sentences

( 31,265,500 )

Net cash used in financing activities

Net cash provided by (used in) financing activities

( 30,584,654 )

19 unchanged sentences

as well as diagnostic and other services.

of September 30, 2025, the Company had not yet commenced any operations.

All activities through September 30, 2025 related to the Company’s

of March 31, 2026, the Company had not yet commenced any operations.

All activities through March 31, 2026 related to the Company’s

formation and the Initial Public Offering (as defined below).

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On December 6, 2023, the Company consummated

its Initial Public Offering of 6,900,000 units (the “Units” and, with respect to the ordinary shares included in the Units

being offered, the “Public Shares”), at $ 10.00 per Unit, which includes full exercise of the underwriters’ over-allotment

option of 900,000 Units, generating gross proceeds of $ 69,000,000 (the “Initial Public Offering” or the “IPO”),

and incurring offering costs of $ 2,070,665 and $ 690,000 for deferred underwriting commissions (see Note 7).

The Company granted the underwriters

a 45-day option to purchase up to an additional 900,000 Units at the Initial Public Offering price to cover over-allotments, if any.

its Initial Public Offering of 6,900,000 units (the “Units” and, with respect to the ordinary shares included in

the Units being offered, the “Public Shares”), at $ 10.00 per Unit, which includes full exercise of the underwriters’

over-allotment option of 900,000 Units, generating gross proceeds of $ 69,000,000 (the “Initial Public Offering”

or the “IPO”), and incurring offering costs of $ 2,070,665 and $ 690,000 for deferred underwriting commissions (see

The Company granted the underwriters a 45-day option to purchase up to an additional 900,000 Units at the Initial

Public Offering price to cover over-allotments, if any.

On December 6, 2023, the over-allotment option was exercised in full.

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with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 332,000 units

(the “Private Units”) to the Sponsor at a price of $ 10.00 per Unit, generating total gross proceeds of $ 3,320,000 (the “Private

(the “Private Units”) to the Sponsor at a price of $ 10.00 per Unit, generating total gross proceeds of $ 3,320,000 (the

“Private Placement”).

(see Note 4).

the closing of the Initial Public Offering on December 6, 2023, an amount of $ 69,690,000 ($ 10.10 per Unit) from the net proceeds of the

sale of the Units in the Initial Public Offering and a portion of the proceeds from the sale of the Private Units was placed in a trust

account (the “Trust Account”), located in the United States and held as cash items or may be invested only in U.S.

treasury bills, notes and bonds 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 and which invest solely in U.S.

Treasuries, as determined by the Company, until the earlier of:

the consummation of a business combination, or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders,

as described below.

the closing of the Initial Public Offering on December 6, 2023, an amount of $ 69,690,000 ($ 10.10 per Unit) from the net proceeds

of the sale of the Units in the Initial Public Offering and a portion of the proceeds from the sale of the Private Units was placed in

a trust account (the “Trust Account”), located in the United States and held as cash items or may be invested only in U.S.

government treasury bills, notes and bonds 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 and which invest solely in U.S.

Treasuries, as determined by the Company, until the earlier

(i) the consummation of a business combination, or (ii) the distribution of the funds in the Trust Account to the Company’s

shareholders, as described below.

Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion

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of Second Merger Sub will cease, and the Company will be the surviving corporation of the Second Merger as a wholly-owned subsidiary

February 5, 2025, in connection with the stockholders vote at the Company’s previous adjourned extraordinary general meeting (“Adjourned

Meeting”), 2,904,267 shares were redeemed by certain shareholders at a price of approximately $ 10.77 per share, including interest

generated and extension payments deposited in the Trust Account, in an aggregate amount of approximately $ 31.27 million.

February 6, 2025, the Company entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust

Agreement with Continental Stock Transfer & Trusts Company (“Trustee”).

Pursuant to the Trust Agreement Amendment, the

amount of funds to be deposited into the Trust Account in connection with extending the timeframe within which the Company must consummate

its initial business combination (“Extension”), is adjusted from $ 0.033 per Public Share (for each monthly extension) to

an amount equal to $ 150,000 for all outstanding Public Shares (for each monthly extension).

of the date of these unaudited financial statements issued, the Company has extended twelve times by an additional one month each time,

and so it now has until December 6, 2025 to consummate a business combination.

Pursuant to the terms of the current amended and restated

memorandum and articles of association and the trust agreement between the Company and the Trustee, in order to extend the time available

for the Company to consummate its initial business combination, the Company’s insiders or their affiliates or designees, must deposit

into the Trust Account a monthly extension fee on or prior to the date of the applicable deadline.

On December 11, 2024 and January 13,

2025, the Sponsor and United Hydrogen caused the first and second monthly extension fee of $ 227,700 , respectively, to be deposited into

the Trust Account, in order to extend the amount of available time to complete a business combination until February 6, 2025.

6, 2025, March 6, 2025, April 4, 2025, May 6, 2025, June 6, 2025, July 6, 2025, August 6, 2025, September 25, 2025, October 8, 2025 and

November 4, 2025, the Sponsor and United Hydrogen caused the third through eighth monthly extension fee of $ 150,000 , respectively, to

be deposited into the Trust Account in order to extend the amount of available time to complete a business combination until December

The deposit of the first through twelve monthly extension fee is evidenced by an unsecured 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 each).

The third through twelve monthly extension promissory notes are in the principal amount of $ 150,000 , also shared equally

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

February 5, 2025, in connection with the stockholders vote at an extraordinary general meeting of the Company, 2,904,267 shares

were redeemed by certain shareholders at a price of approximately $ 10.77 per share, including interest generated and extension payments

deposited in the Trust Account, in an aggregate amount of approximately $ 31.27 million.

February 6, 2025, the Company entered into an amendment (the “ Trust Agreement Amendment ”) to the Investment

Management Trust Agreement with Continental Stock Transfer & Trusts Company (the “ Trustee ”).

the Trust Agreement Amendment, the amount of funds to be deposited into the Trust Account in connection with extending the timeframe

within which the Company must consummate its initial business combination, is adjusted from $ 0.033 per Public Share (for each monthly

extension) to an amount equal to $ 150,000 for all outstanding Public Shares (for each monthly extension).

December 2, 2025, the Company entered into a second amendment (the “ Second Trust Agreement Amendment ”) to

the Second Investment Management Trust Agreement with the Trustee.

Pursuant to the Second Trust Agreement Amendment, the amount of funds

to be deposited into the Trust Account in connection with extending the timeframe within which the Company must consummate its initial

business combination, is adjusted from $ 150,000 for all outstanding Public Shares (for each monthly extension), to an amount equal to

the lesser of (i) $ 80,000 for all outstanding Public Shares and (ii) $ 0.033 for each outstanding Public Share for each monthly extension.

connection with the approval of an article amendment proposal and a trust agreement amendment proposal at an extraordinary general meeting

held on November 26, 2025, 2,955,401 shares were redeemed by certain shareholders at a price of approximately $ 11.52 per share,

including interest generated and extension payments deposited in the Trust Account, in an aggregate amount of approximately $ 34.06 million.

Company has exercised multiple one-month extensions to extend the time to consummate a business combination.

Pursuant to the terms of

the current amended and restated memorandum and articles of association and the trust agreement between the Company and the Trustee,

in order to extend the time available for the Company to consummate its initial business combination, the Company’s insiders or

their affiliates or designees, must deposit into the Trust Account a monthly extension fee on or prior to the date of the applicable

During the three months ended March 31, 2026 and 2025, the Sponsor and United Hydrogen funded a series of monthly extension

payments to the Trust Account in order to extend the period available to consummate a business combination.

The extension payments are

funded by unsecured, non-interest-bearing convertible extension loans issued by the Company (see note 5).

and Capital Resources

of September 30, 2025, the Company had $ 2,979 in its bank account, $ 45,443,570 in its Trust Account and working capital deficit of $ 2,749,480 .

of March 31, 2026, the Company had $ 18,516 cash in its bank account, $ 12,276,196 cash in its Trust Account and working capital

deficit of $ 3,499,377 .

Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private

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the Company Working Capital Loans (as defined in Note 5).

As of September 30, 2025, there were no amounts outstanding under any Working

Capital Loan.

As of March 31, 2026, there were no amounts outstanding under any Working Capital

the period of time to complete a business combination, the Company will be using the funds held outside of the Trust Account for paying

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thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern within one year after the

date that the financial statements are issued.

The unaudited financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

The accompanying unaudited financial statements have been prepared in conformity with generally accepted

accounting principles in the U.S.

GAAP”), which contemplate continuation of the Company as a going concern.

date that the unaudited financial statements are issued.

There is no assurance that the Company’s plans to consummate a business

combination will be successful by July 6, 2026 (“the Combination Deadline”).

The unaudited financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

The accompanying financial statements have been prepared in conformity

with generally accepted accounting principles in the U.S.

GAAP”), which contemplate continuation of the Company as

a going concern.

2 – SIGNIFICANT ACCOUNTING POLICIES

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8 of Regulation S-X.

The unaudited financial statements as of September 30, 2025 should be read in conjunction with the Company’s

financial statements and notes thereto for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K.

In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring

nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The interim results for the nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the

year ending December 31, 2025 or for any future periods.

The unaudited financial statements as of March 31, 2026 should be read in conjunction with the Company’s financial

statements and notes thereto for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K.

opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature,

which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending

December 31, 2026 or for any future periods.

growth company

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Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did no t have any cash equivalents as of September 30, 2025 and December 31, 2024.

As of September 30, 2025 and December 31,

The Company did no t have any cash equivalents as of March 31, 2026 and December 31, 2025.

As of March 31, 2026 and December 31,

2025, the cash balance was $ 18,516 and $ 2,929 , respectively.

2 unchanged sentences

the trust account in an interest-bearing demand deposit account.

As of September 30, 2025 and December 31, 2024, all the cash held in

the Trust Account were held in an interest-bearing demand deposit account.

Interest earned is included in the interest earned on cash

held in trust in the accompanying statements of operations.

As of September 30, 2025 and December 31, 2024, the cash held in the Trust

As of March 31, 2026 and December 31, 2025, all the cash held in the

Trust Account were held in an interest-bearing demand deposit account.

Interest earned is included in the interest earned on cash held

in trust in the accompanying unaudited statements of operations.

As of March 31, 2026 and December 31, 2025, the cash held in the Trust

Account was $ 12,276,196 and $ 12,100,110 , respectively.

shares subject to possible redemption

of the 6,900,000 ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for

the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer

in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate

of incorporation.

In accordance with Accounting Standards Codification (“ASC”) 480 “ Distinguishing Liabilities from

Equity ”, conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either

within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) are classified as temporary equity.

Ordinary liquidation events, which involve the redemption and liquidation of all of the

entity’s equity instruments, are excluded from the provisions of ASC 480.

Although the Company did not specify a maximum redemption

threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible

assets (shareholders’ equity) to be less than $ 5,000,001 .

However, the threshold in its charter would not change the nature of

the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity.

as of September 30, 2025 and December 31, 2024, 3,995,733 and 6,900,000 ordinary shares subject to possible redemption at the redemption

amount, respectively, were presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the

Company’s unaudited balance sheets.

of the 6,900,000 ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which

allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or

tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and

restated certificate of incorporation.

In accordance with Accounting Standards Codification (“ASC”) 480 “ Distinguishing

Liabilities from Equity ”, conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights

that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the

Company’s control) are classified as temporary equity.

Ordinary liquidation events, which involve the redemption and liquidation

of all of the entity’s equity instruments, are excluded from the provisions of ASC 480.

Although the Company did not specify a

maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would

cause its net tangible assets (shareholders’ equity) to be less than $ 5,000,001 .

However, the threshold in its charter would not

change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent

Accordingly, as of March 31, 2026 and December

31, 2025 , 1,040,332 ordinary shares subject to possible redemption at the redemption amount, were

presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited

balance sheets.

Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ,” (“ASC 740”)

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Deferred income tax assets and

liabilities are computed for differences between the unaudited financial statement and tax bases of assets and liabilities that will

liabilities are computed for differences between the unaudited financial statements 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

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expected to be realized.

740 prescribes a recognition threshold and a measurement attribute for the unaudited financial statement recognition and measurement

740 prescribes a recognition threshold and a measurement attribute for the unaudited financial statements recognition and measurement

of tax positions taken or expected to be taken in a tax return.

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income

There were no unrecognized tax benefits as of September 30, 2025 and December 31, 2024 and no amounts were accrued for interest

and penalties during the three and nine months ended September 30, 2025 and 2024.

There were no unrecognized tax benefits as of March 31, 2026 and December 31, 2025 and no amounts were accrued

for interest and penalties during the three months ended March 31, 2026 and 2025.

The Company is currently not aware of any issues under

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As such, there was no provision

for income taxes for the three and nine months ended September 30, 2025 and 2024.

for income taxes for three months ended March 31, 2026 and 2025 , respectively.

income per share

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is contingent upon the occurrence of future events.

As a result, diluted loss per share is the same as basic loss per share for the periods.

As a result, diluted income per share is the same as basic income per share for the

following table reflects the calculation of basic and diluted net income per ordinary share:

SCHEDULE OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE

For the nine months

ended September 30,

For the nine months

ended September 30,

For the three months

ended September 30,

For the three months

ended September 30,

the Nine Months Ended

September 30, 2025

the Nine Months Ended

September 30, 2024

Ordinary Share

Non-Redeemable

Ordinary Share

Non-Redeemable

Ordinary Share

Basic and diluted net income per share:

Allocation of net income

Denominators:

Weighted-average shares outstanding

Basic and diluted net income per share

the Three Months Ended

September 30, 2025

the Three Months Ended

September 30, 2024

Redeemable Ordinary Share

Three Months Ended

March 31, 2026

Three Months Ended

March 31, 2025

Net income including accretion of carrying value to redemption value

For the Three Months Ended

March 31, 2026

March 31, 2025

Non-Redeemable

Ordinary Share

Non-Redeemable

Ordinary Share

Basic and diluted net income per share:

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which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

As of September 30, 2025 and December 31, 2024, the

Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

As of September 30, 2025 and December 31, 2024, no amount was not insured, respectively.

As of March 31, 2026 and December 31, 2025, the Company

had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

value of financial instruments

fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The fair value

is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between

market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in

measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or

liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

1 — defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

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;

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.

Level 1 — defined

as observable inputs such as quoted prices (unadjusted) for identical instruments in active

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;

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.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

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that is significant to the fair value measurement.

following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September

following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March

31, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine

1 unchanged sentence

SCHEDULE OF FAIR VALUE HIERARCHY VALUATION TECHNIQUES

September 30,

Quoted Prices In Active Markets

Significant Other

Observable Inputs

Significant Other

Unobservable Inputs

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Quoted Prices In Active Markets

Significant Other

Observable Inputs

Significant Other

Unobservable Inputs

Cash held in trust account

which can be a corporation or individual, are considered to be related if either the Company or the other party has the ability, directly

or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational

which can be a corporation or individual, are considered to be related if either the Company or the other party has the ability,

directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational

Companies are also considered to be related if they are subject to common control or significant influence.

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a result of the underwriter’s full exercise of its over-allotment option), at $ 10.00 per Unit, generating gross proceeds of

$ 69,000,000 .

Each Unit consists of one ordinary share and one right (“Public Right”).

Each Public Right entitles the holder to receive

one-fifth (1/5) of one ordinary share upon consummation of the Company’s initial business combination, so the holder must hold

rights in multiples of 5 in order to receive shares for all of the rights upon closing of a business combination.

Each Public Right entitles the holder

to receive one-fifth (1/5) of one ordinary share upon consummation of the Company’s initial business combination, so the holder

must hold rights in multiples of 5 in order to receive shares for all of the rights upon closing of a business combination.

4 – PRIVATE PLACEMENT

Simultaneously

with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 332,000 Private Units at a price of $ 10.00 per

Private Unit ($ 3,320,000 in the aggregate).

with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 332,000 Private Units at a price of

$ 10.00 per Private Unit ($ 3,320,000 in the aggregate).

proceeds from the sale of the Private Units will be added to the net proceeds from the Offering held in the Trust Account.

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5 – RELATED PARTY TRANSACTIONS

to the Initial Public Offering, the Company issued an aggregate of 50,000 ordinary shares of $ 1.00 par value each to Han Huang.

11, 2023, Han Huang transferred those ordinary shares to the Sponsor and on May 15, 2023, the Sponsor resolved to sub-divide the ordinary

shares of $ 1.00 par value each into ordinary shares of $ 0.0001 par value each and as such the Sponsor held 500,000,000 ordinary shares

of $ 0.0001 each.

On May 15, 2023, the directors resolved to repurchase 498,562,500 ordinary shares from the Sponsor, the repurchase resulting

in the Sponsor holding 1,437,500 ordinary shares.

On May 25, 2023, 1,437,500 founder shares were issued to the Sponsor (up to 187,500

of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised) pursuant

to a securities subscription agreement and the 1,437,500 ordinary shares previously held by the Sponsor were repurchased by the company,

the shares have been retroactively adjusted.

On October 20, 2023, the Company capitalized an amount equal to $ 28.75 standing to the credit

of the share premium account and appropriated such sum and applied it on behalf of the Sponsor towards paying up in full (as to the full

par value of $ 0.0001 per founder share) 287,500 unissued ordinary shares of $ 0.0001 par value and allotted such shares credited as fully

paid to the Sponsor, resulting in 1,725,000 ordinary shares being issued and outstanding.

225,000 shares of such ordinary shares are

not subject to forfeiture as the underwriters’ over-allotment was exercised in full.

The initial shareholders will collectively

own approximately 20 % of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders

do not purchase any Public Shares in the Initial Public Offering and excluding the Private Units and underlying securities).

to certain limited exceptions, the initial shareholders have agreed not to transfer, assign or sell their founder shares until nine months

to the Initial Public Offering, the Company issued an aggregate of 50,000 ordinary shares of $ 1.00 par value each to Han

On May 11, 2023, Han Huang transferred those ordinary shares to the Sponsor and on May 15, 2023, the Sponsor resolved to sub-divide

the ordinary shares of $ 1.00 par value each into ordinary shares of $ 0.0001 par value each and as such the Sponsor held 500,000,000 ordinary

shares of $ 0.0001 each.

On May 15, 2023, the directors resolved to repurchase 498,562,500 ordinary shares from the Sponsor,

the repurchase resulting in the Sponsor holding 1,437,500 ordinary shares.

On May 25, 2023, 1,437,500 founder shares

were issued to the Sponsor (up to 187,500 of which are subject to forfeiture depending on the extent to which the underwriters’

over-allotment option is exercised) pursuant to a securities subscription agreement and the 1,437,500 ordinary shares previously

held by the Sponsor were repurchased by the company, the shares have been retroactively adjusted.

On October 20, 2023, the Company capitalized

an amount equal to $ 28.75 standing to the credit of the share premium account and appropriated such sum and applied it on behalf

of the Sponsor towards paying up in full (as to the full par value of $ 0.0001 per founder share) 287,500 unissued ordinary

shares of $ 0.0001 par value and allotted such shares credited as fully paid to the Sponsor, resulting in 1,725,000 ordinary

shares being issued and outstanding.

225,000 shares of such ordinary shares are not subject to forfeiture as the underwriters’

over-allotment was exercised in full.

The initial shareholders will collectively own approximately 20 % of the Company’s issued

and outstanding shares after the Initial Public Offering (assuming the initial shareholders do not purchase any Public Shares in the

Initial Public Offering and excluding the Private Units and underlying securities).

to certain limited exceptions, the initial shareholders have agreed not to transfer, assign or sell their founder shares until six months

after the date of the consummation of the Company’s initial business combination or earlier if, subsequent to initial business

2 unchanged sentences

Loan – Related Party

of the date of this Quarterly Report, the Company will have to consummate a business combination by December 6, 2025.

Pursuant 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 to do so.

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.

each of December 11, 2024 and January 13, 2025, the Company issued an unsecured promissory note in the amount of $ 227,700 to the Sponsor

and United Hydrogen, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available

time to complete a business combination until February 6, 2025.

On February 6, 2025, the Company entered into the Trust Agreement Amendment

to the Investment Management Trust Agreement with the Trustee.

Pursuant to the Trust Agreement Amendment, the amount of funds to be deposited

into the Trust Account in connection with the Extension, is adjusted from $ 0.033 per each share sold in its IPO (for each monthly extension)

to an amount equal to $ 150,000 for all outstanding Public Shares (for each monthly extension).

On each of February 6, 2025, March 6,

2025, April 4, 2025, May 6, 2025, June 6, 2025, July 6, 2025, August 6, 2025, September 5, 2025, October 8, 2025 and November 4, 2025,

the Company issue an unsecured promissory note in the amount of $ 150,000 to the Sponsor and United Hydrogen, pursuant to which such amount

had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until December

These notes are non-interest bearing and are payable upon the closing of a business combination.

In addition, the notes may

be converted, at the lender’s discretion, into additional Private Units at a price of $ 10.00 per unit.

As of September 30, 2025

and December 31, 2024, the note payable balance was $ 1,655,400 and $ 227,700 , respectively.

Capital Loan - Related Party

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 three months ended March 31, 2026 and 2025, the Company entered into monthly extension loans with its Sponsor for $ 34,331 and $ 238,850 ,

receptively, and United Hydrogen for $ 34,331 and $ 238,850 , 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 March 31, 2026 and December 31, 2025, the extension loan balances was $ 2,092,724 and $ 2,024,062 ,

respectively.

Capital Loans

order to finance transaction costs in connection with a business combination, the Company’s Sponsor or an affiliate of the Sponsor,

3 unchanged sentences

The notes would either be repaid upon consummation

of a business combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of notes may be converted upon consummation

of a business combination into additional Private Units at a price of $ 10.00 per Unit.

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 September 30, 2025 and December 31, 2024, there was

no amount outstanding under any Working Capital Loan.

of a business combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of notes may be converted upon

consummation of a business combination into additional Private Units at a price of $ 10.00 per Unit.

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.

31, 2026 and December 31, 2025 , there was no amount outstanding under any Working Capital Loan.

to a related company

of September 30, 2025 and December 31, 2024, the Company had a total amount due to related company of $ 826,419 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.

of March 31, 2026 and December 31, 2025, the Company had a total amount due to related company of $ 989,801 and $ 899,601 , respectively,

for the payment of costs related to general and administrative services.

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

of repayment.

Administrative

6 unchanged sentences

registration statement, for such administrative services.

As of September 30, 2025 and December 31, 2024, the unpaid balance was $ 210,000

and $ 120,000 , respectively, which is included in amount due to related company balance.

31, 2026 and December 31, 2025 , the unpaid balance was $ 240,000 , which is included in amount due

to related company balance.

This agreement expired on December 31, 2025 and is no longer in effect, the Sponsor is currently providing

office space to the Company free of charge.

6 – SHAREHOLDERS’ DEFICIT

2 unchanged sentences

shares are entitled to one vote for each share.

On May 1, 2023, The Company entered into a subscription agreement for founder shares

with the Sponsor which is recorded as subscription receivable.

The subscription agreement was amended and restated on May 24, 2023.

to the Initial Public Offering, the Company issued an aggregate of 50,000 ordinary shares of $ 1.00 par value each to Han Huang.

11, 2023, Han Huang transferred those ordinary shares to the Sponsor and on May 15, 2023, the Sponsor resolved to sub-divide the ordinary

shares of $ 1.00 par value each into ordinary shares of $ 0.0001 par value each and as such the Sponsor held 500,000,000 ordinary shares

of $ 0.0001 each.

On May 15, 2023, the directors resolved to repurchase 498,562,500 ordinary shares from the Sponsor, the repurchase resulting

in the Sponsor holding 1,437,500 ordinary shares.

On May 25, 2023, 1,437,500 founder shares were issued to the Sponsor pursuant to a

securities subscription agreement for an aggregate purchase price of $ 25,000 (up to 187,500 of which are subject to forfeiture depending

on the extent to which the underwriters’ over-allotment option is exercised) pursuant to a securities subscription agreement and

the 1,437,500 ordinary shares previously held by the Sponsor were repurchased by the Company, the shares having been retroactively adjusted.

As of May 8, 2023, $ 25,000 was included as a subscription receivable.

On September 15, 2023, the Company received $ 25,000 in cash.

Sponsor transferred 152,000 of those ordinary shares among the Company’s Chief Executive Officer, Chief Financial Officer and three

independent director nominees at their original purchase price pursuant to executed securities assignment agreements, effective as of

May 25, 2023.

On October 20, 2023, the Company capitalized an amount equal to $ 28.75 standing to the credit of the share premium account

and appropriated such sum and applied it on behalf of the Sponsor towards paying up in full (as to the full par value of $ 0.0001 per

founder share) 287,500 unissued ordinary shares of $ 0.0001 par value and allotted such shares credited as fully paid to the Sponsor,

resulting in 1,725,000 ordinary shares being issued and outstanding.

225,000 shares of such ordinary shares are not subject to forfeiture

as the underwriters’ over-allotment was exercised in full.

The initial shareholders will collectively own approximately 20% of

the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders do not purchase

any Public Shares in the Initial Public Offering and excluding the Private Units and underlying securities).

February 5, 2025, in connection with the stockholders vote at the Adjourned Meeting, 2,904,267 shares were redeemed by certain shareholders

at a price of approximately $ 10.77 per share, including interest generated and extension payments deposited in the Trust Account, in

an aggregate amount of approximately $ 31.27 million.

of September 30, 2025 and December 31, 2024, as a result of the closing of the Initial Public Offering and full exercise of the underwriters’

over-allotment option, there were 2,126,000 ordinary shares issued and outstanding, excluding 3,995,733 and 6,900,000 ordinary shares

subject to possible redemption, respectively.

were no ordinary shares redeemed in the three months ended March 31, 2026.

During the year ended December 31, 2025, 5,859,668 ordinary

shares were redeemed for approximately $ 65.33 million.

of March 31, 2026 and December 31, 2025, there were 2,126,000 ordinary shares issued and outstanding, excluding 1,040,332 ordinary shares

subject to possible redemption.

holder of a right will receive one-fifth (1/5) of one ordinary share upon consummation of a business combination, even if the holder

43 unchanged sentences

Representative

Company issued 69,000 ordinary shares to the representative (and/or its designees) (the “representative shares”) as part

of representative compensation as the underwriters exercised their over-allotment option in full.

The representative shares have been

deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement

of sales in the Initial Public Offering pursuant to FINRA Rule 5110 (e)(1).

Pursuant to FINRA Rule 5110(e)(1), these securities will

not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the

securities by any person for a period of 180 days immediately following the date of the commencement of sales in the Initial Public Offering,

nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the date of the commencement

of sales in the Initial Public Offering except to any underwriter and selected dealer participating in the offering and their officers,

partners, registered persons or affiliates.

Company issued 69,000 ordinary shares to the representative (and/or its designees) (the “representative shares”)

as part of representative compensation as the underwriters exercised their over-allotment option in full.

The representative shares have

been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the

commencement of sales in the Initial Public Offering pursuant to FINRA Rule 5110 (e)(1).

Pursuant to FINRA Rule 5110(e)(1), these securities

will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition

of the securities by any person for a period of 180 days immediately following the date of the commencement of sales in the Initial Public

Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the date

of the commencement of sales in the Initial Public Offering except to any underwriter and selected dealer participating in the offering

and their officers, partners, registered persons or affiliates.

underwriters purchased 900,000 additional Units to cover over-allotments.

19 unchanged sentences

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.

Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole

to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company

only has one operating segment.

evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews key metrics, which

includes formation and operating costs and interest earned on cash held in Trust Account which are included in the accompanying unaudited

statements of operations.

key measures of segment profit or loss reviewed by the CODM are earned on cash held in Trust Account and formation and operating costs.

The CODM reviews earned on investments held in Trust Account to measure and monitor stockholder value and determine the most effective

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, or group, in deciding how to allocate resources and assess performance.

Company’s chief operating decision maker has been identified as the Chief Financial Officer (“CODM”), who reviews the

operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

management has determined that the Company only has one operating segment.

evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics,

which includes general and administrative expenses and interest earned on assets held in Trust Account which are included in the accompanying

unaudited statements of operations.

key measures of segment profit or loss reviewed by our CODM are interest earned on cash held in Trust Account and general and administrative

The CODM reviews earned on assets held in Trust Account to measure and monitor stockholder value and determine the most effective

strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

Formation and operating costs

are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination

within the business combination period.

The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual

agreements to ensure costs are aligned with all agreements and budget.

General and administrative

expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business

combination within the business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce

all contractual agreements to ensure costs are aligned with all agreements and budget.

9 – SUBSEQUENT EVENTS

2 unchanged sentences

sheet date through the date the unaudited financial statements were issued.

October 8, 2025, the Company issued an unsecured promissory note in an amount of $ 150,000 to the Sponsor and United Hydrogen, pursuant

to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business

combination until November 6, 2025.

November 4, 2025, the Company issued an unsecured promissory note in an amount of $ 150,000 to the Sponsor and United Hydrogen, pursuant

to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business

combination until December 6, 2025.

to March 31, 2026, the Company entered into monthly extension loans with its Sponsor for $ 17,165

and United Hydrogen for $ 17,165 ,

these funds were deposited into the Trust account in order to extend the time available to complete a business combination through

April 6, 2026, May 6, 2026, June 6, 2026 and July 6, 2026.

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements