What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-06-16 · 271 added, 250 removed, 416 unchanged (56% of the section changed)

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BALANCE SHEETS

March 31, 2026

June 30, 2026

December 31, 2025

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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

1,040,332 shares issued and outstanding at redemption value of $ 12.00 and $ 11.63 as of June 30, 2026 and December 31, 2025, respectively

Shareholders’ deficit:

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500,000,000 shares authorized;

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)

2,126,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025 (excluding 1,040,332 shares subject to possible redemption)

Accumulated deficit

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For the Three

March 31, 2026

For the Three

March 31, 2025

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

General, administrative and operational costs

$ ( 192,348 )

$ ( 254,332 )

$ ( 455,018 )

Loss from operations

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Total other income, net

NET (LOSS) INCOME

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

Basic and diluted net income per ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, ordinary shares attributable to not subject to possible redemption

Basic and diluted net income per share, ordinary shares attributable to not subject to possible redemption

Basic and diluted net (loss) income per ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, ordinary shares not subject to possible redemption

Basic and diluted net (loss) income per share, ordinary shares not subject to possible redemption

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

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STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For The Three Months Ended March 31, 2026

For the Three and Six Months Ended June 30, 2026

Ordinary shares

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$ ( 4,189,377 )

For The Three Months Ended March 31, 2025

Extension funds attributable to ordinary shares subject to redemption

Remeasurement of ordinary shares subject to possible redemption

Balance as of June 30, 2026

$ ( 4,484,931 )

$ ( 4,484,718 )

For the Three and Six Months Ended June 30, 2025

Ordinary shares

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$ ( 2,367,724 )

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 )

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

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STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2026

For the Three Months Ended March 31, 2025

For the Six Months

Ended June 30, 2026

For the Six Months

Ended June 30, 2025

Cash flows from operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Net (loss) income

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Interest earned on cash held in trust

( 1,064,650 )

Change in operating assets and liabilities:

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Cash flows from financing activities:

Proceeds from extension promissory note – related party

Proceeds from extension loans – related party

Advance from related party

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Although there is no restriction or limitation

on what industry its target operates in, it is the Company’s intention to pursue prospective targets that are focused on healthcare

The Company anticipates targeting what are traditionally known as “small cap” companies domiciled in North America,

Europe and/or the Asia Pacific regions that are developing assets in the biopharmaceutical, medical technology/medical device and diagnostics

space which aligns with its management team’s experience in operating health care companies and in drug and device technology development

on the industry in which its target operates, the Company intends to pursue prospective targets focused on healthcare innovation.

Company anticipates targeting what are traditionally known as “small cap” companies domiciled in North America, Europe, and/or

the Asia Pacific regions that are developing assets in the biopharmaceutical, medical technology/medical device, and diagnostics space,

which aligns with its management team’s experience in operating healthcare companies and in drug and device technology development,

as well as diagnostic and other services.

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).

Since the Initial Public Offering, the Company’s activity has been

limited to the costs in pursuit of the consummation of an initial business combination.

The Company will not generate any operating revenue

until after the completion of its initial business combination, at the earliest.

The Company will generate non-operating income in the

form of interest income on cash in bank and cash held in the Trust Account (as defined below) from the proceeds derived from the Initial

Public Offering.

of June 30, 2026, the Company had not yet commenced any operations.

All activities through June 30, 2026 were related to the

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

Since the Initial Public Offering, the Company’s

activity has been limited to costs incurred in pursuit of the consummation of an initial business combination.

The Company will not

generate any operating revenue until after the completion of its initial business combination, at the earliest.

The Company will

generate non-operating income in the form of interest income on cash in bank and cash held in the Trust Account (as defined below)

from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

The Company is an early stage and emerging growth company

and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

is an early stage and emerging growth company and, as such, is subject to all of the risks associated with early stage and emerging

growth companies.

Company’s sponsor is Aimei Investment Ltd, a Cayman Islands exempted company (the “Sponsor”).

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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

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 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.

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 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.

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.

(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.

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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extensions of time, as further provided in the Company’s amended and restated memorandum and articles of association) to consummate

a business combination (the “Combination Period”).

a business combination.

On November 26, 2025, the Company held an extraordinary general meeting

of shareholders at which the shareholders approved an amendment to the Company’s amended and restated memorandum and articles of

association to extend the date by which the Company must consummate a business combination from 24 months to 36 months after the closing

of the Initial Public Offering (i.e., December 6, 2026) (the “Combination Period”), subject to the Sponsor depositing the required monthly extension fees

into the Trust Account.

If the Company is unable to complete a business combination within the

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First Merger Sub, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”);

and (v) Aimei Investment Ltd., a Cayman Islands exempted company, in the capacity as, from and after the closing of the transactions

contemplated by the Merger Agreement (the “Closing”), the representative for the Company and its shareholders (the “Sponsor”).

to the Merger Agreement, subject to the terms and conditions set forth therein, (i) First Merger Sub will merge with and into the United

and (v) Aimei Investment Ltd, a Cayman Islands exempted company, in the capacity as, from and after the closing of the transactions contemplated

by the Merger Agreement (the “Closing”), the representative for the Company and its shareholders (the “Sponsor”).

to the Merger Agreement, subject to the terms and conditions set forth therein, (i) First Merger Sub will merge with and into United

Hydrogen (the “First Merger”), whereby the separate existence of First Merger Sub will cease, and United Hydrogen will be

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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 an extraordinary general meeting of the Company, 2,904,267 shares

February 5, 2025, in connection with the shareholders’ 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

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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.

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

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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.

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.

July 7, 2026, the Company delivered to United Hydrogen a notice of termination of the Business Combination Agreement, effective the same

As a result, the Business Combination Agreement terminated in accordance with its terms, and the proposed business combination contemplated

by the Business Combination Agreement will not be consummated.

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

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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).

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

During the six months ended June 30, 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 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 .

of June 30, 2026, the Company had $ 1,466

in its bank account, $ 12,488,393

in the Trust Account and a working capital deficit of $ 3,794,718 .

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

As of June 30, 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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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.

combination will be successful within the Combination Period.

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 United States (“U.S.

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

2 – SIGNIFICANT ACCOUNTING POLICIES

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8 of Regulation S-X.

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

The unaudited financial statements as of June 30, 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.

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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

interim results for the six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending

December 31, 2026 or for any future periods.

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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 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.

The Company did no t have any cash equivalents as of June 30, 2026 and December 31, 2025.

As of June 30, 2026 and December 31, 2025, the

cash balance was $ 1,466 and $ 2,929 , respectively.

held in trust account

July 16, 2024, the Company instructed their trust custodian to liquidate their positions in marketable securities and invest 100% of

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

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.

of June 30, 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.

June 30, 2026 and December 31, 2025, the cash held in the Trust Account was $ 12,488,393 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

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.

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 June 30, 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

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

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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 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

review that could result in significant payments, accruals or material deviation from its position.

There were no unrecognized tax benefits as of June 30, 2026 and December 31, 2025 and no amounts were accrued for interest

and penalties during the three and six months ended June 30, 2026 and 2025.

The Company is currently not aware of any issues under review

that could result in significant payments, accruals or material deviation from its position.

Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently

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As such, there was no provision

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

income per share

income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.

calculation of diluted loss per share does not consider the effect of the rights issued in connection with the Initial Public Offering

and rights issued as components of the Private Units (the “Private Rights”) since the issuance of shares underlying the rights

is contingent upon the occurrence of future events.

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:

for income taxes for three and six months ended June 30, 2026 and 2025 , respectively.

(loss) income per share

(loss) income per share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the

The calculation of diluted net (loss) income per share does not consider the effect of the rights issued in connection with the

Initial Public Offering and rights issued as components of the Private Units (the “Private Rights”) since the issuance of

shares underlying the rights 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.

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

SCHEDULE OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE

six months ended

June 30, 2026

six months ended

June 30, 2025

Net (loss) income

three months ended

March 31, 2026

June 30, 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

Basic and diluted net income per share:

Allocation of net income

June 30, 2025

Net (loss) income

Six Months Ended

June 30, 2026

Six Months Ended

June 30, 2025

Basic and diluted net (loss) income per share:

Allocation of net (loss) income

Denominators:

Weighted-average shares outstanding

Basic and diluted net income per share

Basic and diluted net (loss) income per share

Three Months Ended

June 30, 2026

Three Months Ended

June 30, 2025

Basic and diluted net (loss) income per share:

Allocation of net (loss) income

Denominators:

Weighted-average shares outstanding

Basic and diluted net (loss) income per share

Concentration

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

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

As of June 30, 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

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).

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:

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.

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.

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 March

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

such fair value:

SCHEDULE OF FAIR VALUE HIERARCHY VALUATION TECHNIQUES

Quoted Prices In Active Markets

Significant Other

Observable Inputs

Significant Other

Unobservable Inputs

Cash held in trust account

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 .

$ 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).

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

Units are identical to the Units sold in the Initial Public Offering except that Private Units (including the Private Rights) will not

be transferable, assignable or saleable until the completion of the Company’s initial business combination except to permitted

If the Company does not complete a business combination within the Combination Period, the proceeds from the sale of the

Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private

Rights will expire worthless.

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 were added to the net proceeds from the Offering held in the Trust Account.

The Private Units

are identical to the Units sold in the Initial Public Offering except that Private Units (including the Private Rights) will not be transferable,

assignable or saleable until the completion of the Company’s initial business combination except to permitted transferees.

Company does not complete a business combination within the Combination Period, the proceeds from the sale of the Private Units will

be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Rights will expire

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

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 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 collectively owned

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

combination, the Company consummate a subsequent liquidation, merger, share exchange or other similar transaction which results in all

combination, the Company consummated a subsequent liquidation, merger, share exchange or other similar transaction which results in all

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

Loan – Related Party

Loans – 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.

time to consummate a business combination up to 24 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

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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 ,

the six months ended June 30, 2026 and 2025, the Company entered into monthly extension loans with its Sponsor for $ 85,828 and $ 488,850 ,

respectively, and with United Hydrogen for $ 85,827 and $ 488,850 , respectively, with each party funding one-half of the required monthly extension payments.

These funds were 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 June 30, 2026 and December 31, 2025, the extension loan balances were $ 2,195,717 and

$ 2,024,062 , respectively.

5 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.

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.

30, 2026 and December 31, 2025 , there was no amount outstanding under any Working Capital Loan.

to a related company

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.

of June 30, 2026 and December 31, 2025, the Company had a total amount due to a related company of $ 1,129,651

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

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shares are entitled to one vote for each share.

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

were no ordinary shares redeemed in the three and six months ended June 30, 2026.

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

ordinary shares were redeemed for approximately $ 65.33 million.

of June 30, 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.

44 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.

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8 – SEGMENT INFORMATION

Topic 280, “Segment Reporting,” establishes standards for companies to report in their unaudited financial statement information

about operating segments, products, services, geographic areas, and major customers.

Topic 280, “ Segment Reporting ,” establishes standards for companies to report in their unaudited financial statement

information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components

4 unchanged sentences

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.

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.

CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported

on the unaudited statements of operations as net income or loss.

When evaluating the Company’s performance and making key decisions

regarding resource allocation the CODM reviews several key metrics, which include the following:

SCHEDULE OF CODM REVIEWS SEVERAL KEY METRICS

For the Six Months Ended June 30,

Interest earned on cash held in Trust Account

General, administrative and operational costs

$ ( 254,332 )

$ ( 455,018 )

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

and operational costs.

The CODM reviews interest earned on cash 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.

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, administrative and operational

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 .

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

to June 30, 2026, the Company entered into monthly extension loans with its Sponsor for $ 34,331 each, totaling $ 68,662 .

These funds were

deposited into the Trust Account in order to extend the time available to complete a business combination through August 6, 2026, and

subsequently through September 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 per unit.

July 7, 2026, the Company delivered to United Hydrogen a notice of termination of the Business Combination Agreement, effective the same

As a result, the Business Combination Agreement terminated in accordance with its terms, and the proposed business combination contemplated

by the Business Combination Agreement will not be consummated.

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