FINANCIAL STATEMENTS.
−Removed: ALPHAVEST ACQUISITION CORP
−Removed: CONSOLIDATED BALANCE SHEETS
−Removed: June 30, 2025
+Added: ACQUISITION CORP
+Added: BALANCE SHEETS
+Added: September 30, 2025
December 31, 2024
7 unchanged sentences
Accounts payable and accrued expenses
+Added: Accrued underwriting discount
Other payable
6 unchanged sentences
Commitments and contingencies
−Removed: Ordinary shares subject to possible redemption ( 1,574,356 shares at $ 11.92 and $ 11.47 per share as of June 30, 2025 and December 31, 2024, respectively)
+Added: Ordinary shares subject to possible redemption ( 1,574,356 shares at $ 12.02 and $ 11.47 per share as of September 30, 2025 and December 31, 2024, respectively)
Shareholders’ Deficit:
1 unchanged sentence
2,000,000 shares authorized;
−Removed: none issued and outstanding as of June 30, 2025 and December 31, 2024, respectively
+Added: none issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
Ordinary shares, $ 0.0001 par value;
200,000,000 shares authorized;
−Removed: 2,280,500 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively
+Added: 2,280,500 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
Additional paid-in capital
6 unchanged sentences
T otal Liabilities, Redeemable Ordinary Shares, and Shareholders’ Deficit
−Removed: The accompanying notes are an integral part of
−Removed: the unaudited consolidated financial statements.
−Removed: ALPHAVEST ACQUISITION CORP
−Removed: CONSOLIDATED STATEMENTS OF OPERATIONS
+Added: accompanying notes are an integral part of the unaudited consolidated financial statements.
+Added: ACQUISITION CORP
+Added: STATEMENTS OF OPERATIONS
Three Months Ended
−Removed: Six Months Ended
+Added: September 30,
+Added: Nine Months Ended
+Added: September 30,
Formation and operating costs
Loss from operations
+Added: ( 2,816,519 )
+Added: ( 3,163,276 )
Other Income (expenses):
3 unchanged sentences
Total other income
+Added: Net income (loss)
+Added: $ ( 2,651,350 )
+Added: $ ( 2,619,286 )
Weighted average common stock outstanding, common stock subject to possible redemption
−Removed: Basic and diluted net income per share, common stock subject to redemption
+Added: Basic and diluted net income (loss) per share, common stock subject to redemption
Weighted average common stock outstanding, common stock, non-redeemable
Basic and diluted net loss per share, common stock, non-redeemable
−Removed: The accompanying notes are an integral part of
−Removed: the unaudited consolidated financial statements.
−Removed: ALPHAVEST ACQUISITION CORP
−Removed: CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’
−Removed: FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
+Added: accompanying notes are an integral part of the unaudited consolidated financial statements.
+Added: ACQUISITION CORP
+Added: STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
+Added: THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025
shareholders’
12 unchanged sentences
$ ( 2,422,391 )
−Removed: FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
−Removed: shareholders’ deficit
−Removed: Balance as of January 1, 2024
+Added: Accretion for ordinary shares subject to redemption amount (interest income)
( 2,651,350 )
( 2,651,350 )
+Added: Balance as of September 30, 2025
$ ( 5,239,137 )
$ ( 5,238,909 )
+Added: THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024
+Added: shareholders’
+Added: Balance as of January 1, 2024
+Added: $ ( 325,050 )
+Added: $ ( 324,822 )
Accretion for ordinary shares subject to redemption amount (interest income)
10 unchanged sentences
$ ( 874,140 )
−Removed: The accompanying notes are an integral part of
−Removed: the unaudited consolidated financial statements.
−Removed: ALPHAVEST ACQUISITION CORP
−Removed: CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Six Months Ended June 30,
+Added: Accretion for ordinary shares subject to redemption amount (interest income)
+Added: Accretion for ordinary shares subject to redemption amount (extension deposit)
+Added: Net income (loss)
+Added: Balance as of September 30, 2024
+Added: $ ( 1,276,947 )
+Added: $ ( 1,276,719 )
+Added: $ ( 1,276,947 )
+Added: $ ( 1,276,719 )
+Added: accompanying notes are an integral part of the unaudited consolidated financial statements.
+Added: ACQUISITION CORP
+Added: STATEMENTS OF CASH FLOWS
+Added: Nine Months Ended September 30,
Cash flows from operating activities:
−Removed: Adjustments to reconcile net income to net cash used in operating activities:
+Added: Net (loss) income
+Added: $ ( 2,619,286 )
+Added: Adjustments to reconcile net (loss) income to net cash used in operating
Trust investment income
4 unchanged sentences
Accounts payable and accrued offering costs and expenses
+Added: Accrued underwriting discount
Promissory note – related party
+Added: Other payable
Due to related party
−Removed: Net cash provided by (used in) operating activities
+Added: Net cash used in operating activities
Cash flows from investing activities:
15 unchanged sentences
Prepaid expenses paid by promissory note – third party
−Removed: The accompanying notes are an integral part of the unaudited consolidated financial statements.
−Removed: ALPHAVEST ACQUISITION CORP
−Removed: NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS
−Removed: AlphaVest Acquisition Corp (the “Company”)
−Removed: was incorporated in the Cayman Islands on January 14, 2022.
−Removed: The Company was formed for the purpose of effecting a merger, capital stock
−Removed: exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business
−Removed: Combination”).
−Removed: The Company is not limited to a particular industry
−Removed: or sector for purposes of consummating a Business Combination.
−Removed: The Company is an early stage and emerging growth company and, as such,
−Removed: the Company is subject to all of the risks associated with early stage and emerging growth companies.
−Removed: As of June 30, 2025, the Company had not commenced
−Removed: any operations.
−Removed: All activity through June 30, 2025 relates to the Company’s formation and the initial public offering (“IPO”),
−Removed: which is described below, and subsequent to the IPO, identifying a target company for a Business Combination.
−Removed: The Company will not generate
−Removed: any operating revenues until after the completion an initial Business Combination, at the earliest.
−Removed: The Company will generate non-operating
−Removed: income in the form of interest income from the proceeds derived from the IPO.
−Removed: The Company has selected December 31 as its fiscal year
−Removed: The registration statement for the Company’s
−Removed: IPO (the “Registration Statement”) was declared effective on December 19, 2022.
−Removed: On December 22, 2022, the Company consummated
−Removed: the IPO of 6,000,000 units, (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public
−Removed: Shares”), generating gross proceeds of $ 60,000,000 , which is described in Note 3, and the sale of 390,000 Units (the “Private
−Removed: Placement Units”) at a price of $ 10.00 per Private Placement Unit in private placements to AlphaVest Holding LP (the “Sponsor”)
−Removed: that was closed simultaneously with the IPO.
−Removed: Following the closing of the IPO on December 22,
−Removed: 2022, an amount of $ 61,200,000 ($ 10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement (as
−Removed: defined in Note 4) was placed in the trust account.
−Removed: The funds held in the trust account may be invested in U.S.
−Removed: government securities,
−Removed: within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
−Removed: with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the
−Removed: Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:
−Removed: completion of a Business Combination or (ii) the distribution of the trust account, as described below.
−Removed: On December 29, 2022, EarlyBirdCapital, Inc.
−Removed: fully exercised their over-allotment option, resulting in an additional 900,000 Units issued for an aggregate amount of $ 9,000,000 .
−Removed: connection with EBC’s full exercise of their over-allotment option, the Company also consummated the sale of an additional 40,500
−Removed: Private Units at $ 10.00 per Private Unit, generating total proceeds of $ 405,000 .
−Removed: The Company will have until the last Extended
−Removed: Date, September 22, 2025 to consummate a Business Combination (the “Combination Period”).
−Removed: However, if the Company has not
−Removed: completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding
−Removed: up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the Public Shares, at a per-share
−Removed: price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned and not previously
−Removed: released to us to pay our taxes, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then issued
−Removed: and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including
−Removed: the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption,
−Removed: subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject
−Removed: in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other
−Removed: applicable law.
−Removed: On December 21, 2023, the Company held a special
−Removed: meeting of shareholders, at which the Company’s shareholders approved (i) an amendment to the Company’s amended and restated
−Removed: certificate of incorporation (the “Extension Amendment”) and (ii) an amendment (the “Trust Agreement Amendment”)
−Removed: to the Investment Management Trust Agreement, dated December 19, 2022, with Continental Stock Transfer & Trust Company.
−Removed: the Trust Agreement Amendment, the Company has extended the date by which it has to complete a business combination from December 22,
−Removed: 2023 (the “Termination Date”) up to 10 times, with the first extension comprised of three months, and the subsequent 9 extensions
−Removed: comprised of one month each from the Termination Date, or extended date, as applicable, to December 22, 2024.
−Removed: In connection with the shareholders’
−Removed: vote at the special meeting, an aggregate of 2,174,171 shares with redemption value of approximately $ 23,282,936
−Removed: (approximately $ 10.71 per share) of the Company’s ordinary shares were tendered for redemption.
−Removed: On December 18, 2024, the Company held another
−Removed: extraordinary general meeting (the “ 2024 Extraordinary General Meeting ”) at which the shareholders of the Company voted
−Removed: on three proposals:
−Removed: (i) a proposal, by special resolution, to amend the Company’s Second Amended and Restated Memorandum and Articles
−Removed: of Association to (a) extend the date by which the Company must consummate a business combination up to nine (9) times from December 22,
−Removed: 2024 to September 22, 2025 (the “ Revised Termination Date ”), each by an additional one (1) month, for a total of up
−Removed: to nine (9) months, assuming a business combination has not occurred, and (b) delete the provision (the “ Redemption Limitation ”)
−Removed: that the Company shall not redeem public shares to the extent that such redemption would cause the Company’s net tangible assets
−Removed: to be less than $ 5,000,001 ;
−Removed: (ii) a proposal, by ordinary resolution, to further amend the Trust Agreement to effectuate the foregoing
−Removed: extension and depositing into the Trust Account $ 55,000 per one-month extension two (2) days prior to such extension (assuming a business
−Removed: combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a business
−Removed: and (iii) a proposal, by ordinary resolution, to adjourn the 2024 Extraordinary General Meeting, to a later date or dates,
−Removed: if necessary.
−Removed: In connection with the shareholders’ vote at the 2024 Extraordinary General Meeting, shareholders of 3,151,473 ordinary
−Removed: shares of the Company exercised their right to redeem such shares (the “ 2024 Redemption ”) for a pro rata portion of
−Removed: the funds held in the Trust Account.
−Removed: As a result, approximately $ 35,956,676 (approximately $ 11.41 per share) was removed from the Trust
−Removed: Account to pay such holders and approximately $ 17,962,587 remained in the Trust Account.
−Removed: Following the 2024 Redemptions, the Company had
−Removed: 3,854,856 ordinary shares outstanding.
−Removed: On December 21, 2023, the Company issued a promissory
−Removed: note to Alphavest Holding LP, one of the Sponsors, pursuant to which the Company could borrow
−Removed: an aggregate of $ 165,000 (the “Extension Note”) to cover expenses in connection with
−Removed: the extension of Business Combination Period.
−Removed: Principal of this Extension Note may be drawn down from time to time prior to the Maturity
−Removed: Date upon written request from the Company.
−Removed: On April 15, 2024, the Company amended and restated the Extension Note to increase the principal
−Removed: amount to $ 715,000 and extend the maturity date to the earlier of :
−Removed: (i) September 12, 2024 or (ii) promptly after the date of the consummation
−Removed: of the business combination.
−Removed: On October 25, 2024, the Extension Note was further amended and restated to extend the maturity date to promptly
−Removed: after the date the business combination is consummated.
−Removed: On May 2, 2024, the Company issued a promissory
−Removed: note to a potential target, pursuant to which the Company could borrow an aggregate of $ 440,000 (the “Extension Note 2”) to
+Added: Cash in trust account transferred to trust escrow account for closing
+Added: accompanying notes are an integral part of the unaudited consolidated financial statements.
+Added: ACQUISITION CORP
+Added: TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
+Added: 1 — ORGANIZATION AND BUSINESS OPERATIONS
+Added: Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on January 14, 2022.
+Added: The Company was formed for the
+Added: purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination
+Added: with one or more businesses (the “Business Combination”).
+Added: Company is not limited to a particular industry or sector for purposes of consummating a Business Combination.
+Added: The Company is an early
+Added: stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth
+Added: of September 30, 2025, the Company had not commenced any operations.
+Added: All activity through September 30, 2025 relates to the Company’s
+Added: formation and the initial public offering (“IPO”) and initial business combination, which is described below.
+Added: will not generate any operating revenues until after the completion an initial Business Combination, at the earliest.
+Added: The Company will
+Added: generate non-operating income in the form of interest income from the proceeds derived from the IPO.
+Added: The Company has selected December
+Added: 31 as its fiscal year end.
+Added: registration statement for the Company’s IPO (the “Registration Statement”) was declared effective on December 19,
+Added: On December 22, 2022, the Company consummated the IPO of 6,000,000 units, (“Units” and, with respect to the ordinary
+Added: shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $ 60,000,000 , which is described
+Added: in Note 3, and the sale of 390,000 Units (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit
+Added: in private placements to AlphaVest Holding LP (the “Sponsor”) that was closed simultaneously with the IPO.
+Added: the closing of the IPO on December 22, 2022, an amount of $ 61,200,000 ($ 10.20 per Unit) from the net proceeds of the sale of the Units
+Added: in the IPO and the Private Placement (as defined in Note 4) was placed in the trust account.
+Added: The funds held in the trust account may
+Added: be invested in U.S.
+Added: government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as
+Added: amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that
+Added: holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as
+Added: determined by the Company, until the earlier of:
+Added: (i) the completion of a Business Combination or (ii) the distribution of the trust account,
+Added: as described below.
+Added: December 29, 2022, EarlyBirdCapital, Inc.
+Added: (“EBC”) fully exercised their over-allotment option, resulting in an additional
+Added: 900,000 Units issued for an aggregate amount of $ 9,000,000 .
+Added: In connection with EBC’s full exercise of their over-allotment option,
+Added: the Company also consummated the sale of an additional 40,500 Private Units at $ 10.00 per Private Unit, generating total proceeds of
+Added: Company will have until the last Extended Date, January 22, 2026 to consummate a Business Combination (the “Combination Period”).
+Added: However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations
+Added: except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
+Added: 100 % of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
+Added: including interest earned and not previously released to us to pay our taxes, if any (less up to $ 100,000 of interest to pay dissolution
+Added: expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights
+Added: of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly
+Added: as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its
+Added: Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide
+Added: for claims of creditors and the requirements of other applicable law.
+Added: December 21, 2023, the Company held a special meeting of shareholders, at which the Company’s shareholders approved (i) an amendment
+Added: to the Company’s amended and restated certificate of incorporation (the “Extension Amendment”) and (ii) an amendment
+Added: (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated December 19, 2022, with Continental
+Added: Stock Transfer & Trust Company.
+Added: Pursuant to the Trust Agreement Amendment, the Company has extended the date by which it has to complete
+Added: a business combination from December 22, 2023 (the “Termination Date”) up to 10 times, with the first extension comprised
+Added: of three months, and the subsequent 9 extensions comprised of one month each from the Termination Date, or extended date, as applicable,
+Added: to December 22, 2024.
+Added: In connection with the shareholders’ vote at the special meeting, an aggregate of 2,174,171 shares with redemption
+Added: value of approximately $ 23,282,936 (approximately $ 10.71 per share) of the Company’s ordinary
+Added: shares were tendered for redemption.
+Added: December 18, 2024, the Company held another extraordinary general meeting (the “ 2024 Extraordinary General Meeting ”)
+Added: at which the shareholders of the Company voted on three proposals:
+Added: (i) a proposal, by special resolution, to amend the Company’s
+Added: Second Amended and Restated Memorandum and Articles of Association to (a) extend the date by which the Company must consummate a business
+Added: combination up to nine (9) times from December 22, 2024 to September 22, 2025 (the “ Revised Termination Date ”), each
+Added: by an additional one (1) month, for a total of up to nine (9) months, assuming a business combination has not occurred, and (b) delete
+Added: the provision (the “ Redemption Limitation ”) that the Company shall not redeem public shares to the extent that such
+Added: redemption would cause the Company’s net tangible assets to be less than $ 5,000,001 ;
+Added: (ii) a proposal, by ordinary resolution, to
+Added: further amend the Trust Agreement to effectuate the foregoing extension and depositing into the Trust Account $ 55,000 per one-month extension
+Added: two (2) days prior to such extension (assuming a business combination has not occurred) in exchange for a non-interest bearing, unsecured
+Added: promissory note payable upon the consummation of a business combination;
+Added: and (iii) a proposal, by ordinary resolution, to adjourn the
+Added: 2024 Extraordinary General Meeting, to a later date or dates, if necessary.
+Added: In connection with the shareholders’ vote at the 2024
+Added: Extraordinary General Meeting, shareholders of 3,151,473 ordinary shares of the Company exercised their right to redeem such shares (the
+Added: “ 2024 Redemption ”) for a pro rata portion of the funds held in the Trust Account.
+Added: As a result, approximately $ 35,956,676
+Added: (approximately $ 11.41 per share) was removed from the Trust Account to pay such holders and approximately $ 17,962,587 remained in the
+Added: Trust Account.
+Added: Following the 2024 Redemptions, the Company had 3,854,856 ordinary shares outstanding.
+Added: September 19, 2025, the Company held another extraordinary general meeting (the “2025 Extension Meeting”) to approve a proposal
+Added: to extend the time the Company had to consummate its initial Business Combination from September 22, 2025 up to four (4) times, to January
+Added: 22, 2026, and deposit into the trust account $ 55,000 for each monthly extension.
+Added: The Company filed a supplement to its proxy statement
+Added: which clarified certain procedures related to shareholders wishing to redeem their ordinary shares in connection with the 2025 Extension
+Added: Meeting and/or the Company’s business combination.
+Added: See below “Proposed Business Combination” for redemption details.
+Added: December 21, 2023, the Company issued a promissory note to Alphavest Holding LP, one of the Sponsors,
+Added: pursuant to which the Company could borrow an aggregate of $ 165,000 (the “Extension Note”) to
cover expenses in connection with the extension of Business Combination Period.
1 unchanged sentence
time to time prior to the Maturity Date upon written request from the Company.
−Removed: On January 6, 2025, the promissory note was amended and
−Removed: restated to extend the maturity date to promptly after the date the business combination is consummated.
−Removed: On March 25, 2025, the promissory
−Removed: note was further amended to increase the principal amount to $ 935,000 .
−Removed: As of August 14, 2025, an aggregate of $ 1,100,000
−Removed: was deposited into trust account and trust escrow account to extend the business combination period to August 22, 2025.
−Removed: Proposed Business Combination
−Removed: On August 11, 2023, the Company (at and after
−Removed: the Merger Effective Date, “PubCo”) entered into a business combination agreement (the “Business Combination Agreement”)
−Removed: with AV Merger Sub, a Cayman Islands exempted company and a direct wholly owned subsidiary of the Company (“Merger Sub”),
−Removed: and Wanshun Technology Industrial Group Limited, a Cayman Islands exempted company (“Wanshun”).
−Removed: On March 18, 2024, the Company delivered to Wanshun
−Removed: a Notice of Termination of Business Combination (the “Termination”), in which the Business Combination Agreement was terminated
−Removed: pursuant to Section 8.1(e) of the Business Combination Agreement.
−Removed: The termination of the Business Combination Agreement is effective as
−Removed: of March 18, 2024.
−Removed: For additional information regarding the Transactions,
−Removed: the Business Combination Agreement, Notice of Termination of Business Combination and Wanshun, see the most recent Annual Report on Form
−Removed: 10-K and Current Reports on Form 8-K filed by the Company with the SEC on August 14, 2023, August 17, 2023 and March 25, 2024.
−Removed: On May 2, 2024, the Company
−Removed: issued a promissory note to AMC (defined below) (the “Extension Note 2”), pursuant to which the Company could borrow an aggregate
−Removed: of $ 440,000 to cover expenses in connection with the extension of Business Combination Period.
−Removed: The Extension Note 2 bears no interest.
+Added: On April 15, 2024, the Company amended and restated the
+Added: Extension Note to increase the principal amount to $ 715,000 and extend the maturity date to the earlier of :
+Added: (i) September 12, 2024 or
+Added: (ii) promptly after the date of the consummation of the business combination.
+Added: On October 25, 2024, the Extension Note was further amended
+Added: and restated to extend the maturity date to promptly after the date the business combination is consummated.
+Added: May 2, 2024, the Company issued a promissory note to a potential target, pursuant to which the Company could borrow an aggregate of $ 440,000
+Added: (the “Extension Note 2”) to cover expenses in connection with the extension of Business Combination Period.
+Added: this Extension Note 2 may be drawn down from time to time prior to the Maturity Date upon written request from the Company.
+Added: 6, 2025, the promissory note was amended and restated to extend the maturity date to promptly after the date the business combination
+Added: is consummated.
+Added: On March 25, 2025, the promissory note was further amended to increase the principal amount to $ 935,000 .
+Added: of November 19, 2025, an aggregate of $ 1,265,000 was
+Added: deposited into trust account and trust escrow account, to extend the business combination period to November 22, 2025.
+Added: Business Combination
+Added: August 11, 2023, the Company (at and after the Merger Effective Date, “PubCo”) entered into a business combination agreement
+Added: (the “Business Combination Agreement”) with AV Merger Sub, a Cayman Islands exempted company and a direct wholly owned subsidiary
+Added: of the Company (“Merger Sub”), and Wanshun Technology Industrial Group Limited, a Cayman Islands exempted company (“Wanshun”).
+Added: March 18, 2024, the Company delivered to Wanshun a Notice of Termination of Business Combination (the “Termination”), in
+Added: which the Business Combination Agreement was terminated pursuant to Section 8.1(e) of the Business Combination Agreement.
+Added: The termination
+Added: of the Business Combination Agreement is effective as of March 18, 2024.
+Added: additional information regarding the Transactions, the Business Combination Agreement, Notice of Termination of Business Combination
+Added: and Wanshun, see the most recent Annual Report on Form 10-K and Current Reports on Form 8-K filed by the Company with the SEC on August
+Added: 14, 2023, August 17, 2023 and March 25, 2024.
+Added: May 2, 2024, the Company issued a promissory note to AMC (defined below) (the “Extension Note 2”), pursuant to which the
+Added: Company could borrow an aggregate of $ 440,000 to cover expenses in connection with the extension of Business Combination Period.
+Added: Extension Note 2 bears no interest.
The entire unpaid principal balance of this Note shall be payable on the earlier of:
−Removed: (i) December 12, 2024 or (ii) promptly after the
−Removed: date on which Maker consummates an initial business combination.
−Removed: Upon receiving due notification by the Company of the closing of a business
−Removed: combination, AMC shall convert the unpaid principal balance under Extension Note 2 into a number of shares of non-transferable, non-redeemable,
−Removed: ordinary shares of the Company equal to:
−Removed: (x) the principal amount of this Extension Note 2 being converted, divided by (y) the conversion
−Removed: price of Ten Dollars ($ 10.00 ), rounded up to the nearest whole number of shares, with such conversion to be effective immediately prior
−Removed: to the closing the such business combination.
−Removed: On January 6, 2025, the promissory note was amended and restated to extend the maturity
−Removed: date to promptly after the date the business combination is consummated.
−Removed: On March 25, 2025, the promissory note was further amended to
−Removed: increase the principal amount to $ 935,000 .
−Removed: As of June 30, 2025 and December 31, 2024, $ 825,000 and $ 440,000 were outstanding, respectively.
−Removed: On May 2, 2024, the Company
−Removed: issued a promissory note to AMC (the “Promissory Note 2”), pursuant to which the Company could borrow up to an aggregate of
+Added: 12, 2024 or (ii) promptly after the date on which Maker consummates an initial business combination.
+Added: Upon receiving due notification
+Added: by the Company of the closing of a business combination, AMC shall convert the unpaid principal balance under Extension Note 2 into a
+Added: number of shares of non-transferable, non-redeemable, ordinary shares of the Company equal to:
+Added: (x) the principal amount of this Extension
+Added: Note 2 being converted, divided by (y) the conversion price of Ten Dollars ($ 10.00 ), rounded up to the nearest whole number of shares,
+Added: with such conversion to be effective immediately prior to the closing the such business combination.
+Added: On January 6, 2025, the promissory
+Added: note was amended and restated to extend the maturity date to promptly after the date the business combination is consummated.
+Added: 25, 2025, the promissory note was further amended to increase the principal amount to $ 935,000 .
+Added: As of September 30, 2025 and December
+Added: 31, 2024, $ 825,000 and $ 440,000 were outstanding, respectively.
+Added: May 2, 2024, the Company issued a promissory note to AMC (the “Promissory Note 2”), pursuant to which the Company could borrow
+Added: up to an aggregate of $ 126,000 .
The Promissory Note 2 bears no interest.
−Removed: The entire unpaid principal balance of this Promissory Note 2 shall be payable on the
−Removed: (i) December 12, 2024 or (ii) promptly after the date on which Maker consummates an initial business combination.
−Removed: Upon receiving
−Removed: due notification by the Company of the closing of a business combination, AMC shall convert the unpaid principal balance under Promissory
−Removed: Note 2 into a number of shares of non-transferable, non-redeemable, ordinary shares of the Company equal to:
−Removed: (x) the principal amount
−Removed: of this Promissory Note 2 being converted, divided by (y) the conversion price of Ten Dollars ($ 10.00 ), rounded up to the nearest whole
−Removed: number of shares, with such conversion to be effective immediately prior to the closing the such business combination.
−Removed: On January 6, 2025,
−Removed: the promissory note was amended and restated to extend the maturity date to promptly after the date the business combination is consummated.
−Removed: As of June 30, 2025 and December 31, 2024, $ 126,000 was outstanding.
−Removed: On August 16, 2024, the
−Removed: Company entered into a business combination agreement (the “Merger Agreement”) with AV Merger Sub, wholly owned subsidiary
−Removed: of the Company (“Merger Sub”), and AMC Corporation, a Washington corporation (“AMC”).
−Removed: Upon the terms and subject
−Removed: to the conditions of the Merger Agreement, and in accordance with applicable law, Merger Sub will merge with AMC, with AMC surviving the
−Removed: merger as a wholly owned subsidiary of the Company.
−Removed: On June 25, 2025, the Company entered into an Amendment to the Merger Agreement, to (i) increase the enterprise value
−Removed: from $ 175,000,000 to $ 180,000,000 and (ii) extend the termination date of the Merger Agreement to December 31, 2025.
−Removed: On October 11, 2024,
−Removed: the Company issued a third non-interest-bearing promissory note to AMC (the “Promissory 3”) pursuant to which the Company
−Removed: could borrow up to an aggregate of $ 100,000 to cover the Company’s working capital requirements.
−Removed: The promissory note is due and
−Removed: payable on the earlier of:
−Removed: (i) December 31, 2024, or (ii) promptly after the date on which the business combination is consummated.
−Removed: January 6, 2025, the promissory note was amended and restated to (i) extend the maturity date to promptly after the date the business
−Removed: combination is consummated, and (ii) increase the principal amount to $ 200,000 .
−Removed: On April 13, 2025, the Company further amended and restated
−Removed: the promissory note to extend the principal amount of the note to $ 350,000 .
−Removed: As of June 30, 2025 and December 31, 2024, $ 272,743 and $ 57,449
−Removed: were outstanding.
−Removed: Going Concern Consideration and Management
−Removed: Liquidity Plans
−Removed: As of June 30, 2025, the Company had cash of $ 4,216
−Removed: and working capital deficit of $ 2,422,391 .
−Removed: Subsequent to the consummation of the IPO, the Company expects to continue to incur significant
−Removed: professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of
−Removed: a Business Combination.
−Removed: The Company expects that it will need additional capital to satisfy its needs for paying these costs.
−Removed: certain of the Company’s initial shareholders or their affiliates may loan the Company funds, there’s no guarantee that the
−Removed: Company will receive such funds.
−Removed: In connection with the Company’s assessment
−Removed: of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties
−Removed: about an Entity’s Ability to Continue as a Going Concern,” management believes that the Company will not have sufficient
−Removed: working capital to meet its needs through the earlier of the consummation of the initial Business Combination or one year from the issuance
−Removed: date of this financial statements.
−Removed: There is no assurance that the Company’s plan to consummate a business combination will be successful.
−Removed: If a Business Combination is not consummated by the relevant period, there will be a mandatory liquidation and subsequent dissolution.
−Removed: As a result, there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date
−Removed: that the financial statements are issued or are available to be issued.
−Removed: The consolidated financial statement does not include any adjustments
−Removed: that might result from the outcome of the uncertainty.
+Added: The entire unpaid principal balance of this Promissory Note
+Added: 2 shall be payable on the earlier of:
+Added: (i) December 12, 2024 or (ii) promptly after the date on which Maker consummates an initial business
+Added: Upon receiving due notification by the Company of the closing of a business combination, AMC shall convert the unpaid principal
+Added: balance under Promissory Note 2 into a number of shares of non-transferable, non-redeemable, ordinary shares of the Company equal to:
+Added: (x) the principal amount of this Promissory Note 2 being converted, divided by (y) the conversion price of Ten Dollars ($ 10.00 ), rounded
+Added: up to the nearest whole number of shares, with such conversion to be effective immediately prior to the closing the such business combination.
+Added: On January 6, 2025, the promissory note was amended and restated to extend the maturity date to promptly after the date the business
+Added: combination is consummated.
+Added: As of September 30, 2025 and December 31, 2024, $ 126,000 was outstanding.
+Added: August 16, 2024, the Company entered into a business combination agreement (the “Merger Agreement”) with AV Merger Sub, wholly
+Added: owned subsidiary of the Company (“Merger Sub”), and AMC Corporation, a Washington corporation (“AMC”).
+Added: terms and subject to the conditions of the Merger Agreement, and in accordance with applicable law, Merger Sub will merge with AMC, with
+Added: AMC surviving the merger as a wholly owned subsidiary of the Company.
+Added: On June 25, 2025, the Company entered into an Amendment to the
+Added: Merger Agreement, to (i) increase the enterprise value from $ 175,000,000 to $ 180,000,000 and (ii) extend the termination date of the
+Added: Merger Agreement to December 31, 2025.
+Added: October 11, 2024, the Company issued a third non-interest-bearing promissory note to AMC (the “Promissory 3”) pursuant to
+Added: which the Company could borrow up to an aggregate of $ 100,000 to cover the Company’s working capital requirements.
+Added: The promissory
+Added: note is due and payable on the earlier of:
+Added: (i) December 31, 2024, or (ii) promptly after the date on which the business combination is
+Added: On January 6, 2025, the promissory note was amended and restated to (i) extend the maturity date to promptly after the date
+Added: the business combination is consummated, and (ii) increase the principal amount to $ 200,000 .
+Added: On April 13, 2025, the Company further amended
+Added: and restated the promissory note to extend the principal amount of the note to $ 350,000 .
+Added: As of September 30, 2025 and December 31, 2024,
+Added: $ 321,411 and $ 57,449 were outstanding.
+Added: Company’s Registration Statement on Form S-4 (“S-4”) was declared effective on August 11, 2025.
+Added: As of the filing date,
+Added: the business combination remained pending, awaiting required regulatory approvals.
+Added: September 5, 2025, the Company held an extraordinary general meeting to approve the business combination with AMC (the “Business
+Added: Combination Meeting).
+Added: At the meeting, all proposals were approved by shareholders.
+Added: In connection with the shareholders’ vote at
+Added: the 2025 Extension Meeting, 1,937 ordinary shares of the Company exercised their right to redeem such shares for a pro rata portion of
+Added: the funds held in the Trust Account.
+Added: In connection with the Business Combination Meeting, shareholders holding an aggregate of 214,445
+Added: Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account.
+Added: Shareholders holding
+Added: 631,972 ordinary shares of the Company exercised their right to redeem such shares for a pro rata portion of the funds held in the
+Added: trust account in connection with both the 2025 Extension Meeting and the Business Combination Meeting, for a total of 848,354 ordinary
+Added: shares submitted their shares for Redemption.
+Added: Following the aforementioned redemptions, the Company will have 3,006,502 ordinary shares
+Added: Concern Consideration and Management Liquidity Plans
+Added: of September 30, 2025, the Company had cash of $ 3,713 and working capital deficit of $ 5,238,909 .
+Added: Subsequent to the consummation of the
+Added: IPO, the Company expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant
+Added: transaction costs in pursuit of the consummation of a Business Combination.
+Added: The Company expects that it will need additional capital
+Added: to satisfy its needs for paying these costs.
+Added: Although certain of the Company’s initial shareholders or their affiliates may loan
+Added: the Company funds, there’s no guarantee that the Company will receive such funds.
+Added: connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)
+Added: 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management
+Added: believes that the Company will not have sufficient working capital to meet its needs through the earlier of the consummation of the initial
+Added: Business Combination or one year from the issuance date of this financial statements.
+Added: There is no assurance that the Company’s
+Added: plan to consummate a business combination will be successful.
+Added: If a Business Combination is not consummated by the relevant period, there
+Added: will be a mandatory liquidation and subsequent dissolution.
+Added: As a result, there is substantial doubt about the entity’s ability
+Added: to continue as a going concern within one year after the date that the financial statements are issued or are available to be issued.
+Added: The consolidated financial statement does not include any adjustments that might result from the outcome of the uncertainty.
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
of Presentation
−Removed: The unaudited consolidated financial
−Removed: statements have been prepared in accordance with accounting principles generally accepted in the United States of America
+Added: unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
+Added: States of America (“U.S.
GAAP”) and the requirements of the U.S.
−Removed: Securities and Exchange Commission (“SEC”) for interim
+Added: Securities and Exchange Commission (“SEC”) for
+Added: interim reporting.
As permitted under those rules, certain footnotes or other financial information that are normally required by U.S.
−Removed: can be condensed or omitted and should be read in conjunction with the Company’s latest annual financial statements.
−Removed: These unaudited consolidated financial statements have been prepared on the same basis as the
−Removed: Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal
−Removed: recurring adjustments, which are necessary for the fair statement of the Company’s financial information.
−Removed: These interim
−Removed: results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2025, or for any other
−Removed: interim period or for any other future year.
+Added: GAAP can be condensed or omitted and should be read in conjunction with the Company’s latest annual financial statements.
+Added: unaudited consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and,
+Added: in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair
+Added: statement of the Company’s financial information.
+Added: These interim results are not necessarily indicative of the results to be expected
+Added: for the fiscal year ending December 31, 2025, or for any other interim period or for any other future year.
of Consolidation
−Removed: The unaudited consolidated financial statements
−Removed: include the accounts of the Company and its subsidiaries.
−Removed: All intercompany accounts and transactions are eliminated upon consolidation.
+Added: unaudited consolidated financial statements include the accounts of the Company and its subsidiaries.
+Added: All intercompany accounts and transactions
+Added: are eliminated upon consolidation.
Growth Company
−Removed: The Company is an “emerging growth company,”
−Removed: as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart
−Removed: Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various
−Removed: reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited
−Removed: to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the
−Removed: Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and
−Removed: exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden
−Removed: parachute payments not previously approved.
+Added: Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
+Added: Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take
+Added: advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
+Added: growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
+Added: requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
+Added: reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
+Added: shareholder approval of any golden parachute payments not previously approved.
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
−Removed: standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not
−Removed: have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
−Removed: The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply
−Removed: to non-emerging growth companies but any such election to opt out is irrevocable.
−Removed: The Company has elected not to opt out of such extended
−Removed: transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,
−Removed: the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
−Removed: This may make comparison of the Company’s financial statements with another public company which is neither an emerging
−Removed: growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
−Removed: of the potential differences in accounting standards used.
−Removed: Use of Estimates
−Removed: The preparation of the
−Removed: unaudited consolidated financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions
−Removed: that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
−Removed: financial statement.
−Removed: Making estimates requires
−Removed: management to exercise significant judgment.
−Removed: It is at least reasonably possible that the estimate of the effect of a condition, situation
−Removed: or set of circumstances that existed at the date of the consolidated financial statement, which management considered in formulating its
−Removed: estimate, could change in the near term due to one or more future confirming events.
−Removed: Accordingly, the actual results could differ significantly
−Removed: from those estimates.
+Added: standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
+Added: not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
+Added: The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
+Added: that apply to non-emerging growth companies but any such election to opt out is irrevocable.
+Added: The Company has elected not to opt out of
+Added: such extended transition period which means that when a standard is issued or revised and it has different application dates for public
+Added: or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
+Added: adopt the new or revised standard.
+Added: This may make comparison of the Company’s financial statements with another public company which
+Added: is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
+Added: or impossible because of the potential differences in accounting standards used.
+Added: preparation of the unaudited consolidated financial statement in conformity with US GAAP requires the Company’s management to make
+Added: estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
+Added: at the date of the consolidated financial statement.
+Added: estimates requires management to exercise significant judgment.
+Added: It is at least reasonably possible that the estimate of the effect of
+Added: a condition, situation or set of circumstances that existed at the date of the consolidated financial statement, which management considered
+Added: in formulating its estimate, could change in the near term due to one or more future confirming events.
+Added: Accordingly, the actual results
+Added: could differ significantly from those estimates.
and cash equivalents
−Removed: considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
−Removed: had a cash balance of $ 4,216 and $ 4,215 as of June 30, 2025 and December 31, 2024, respectively.
+Added: Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
+Added: The Company had a cash balance of $ 3,713 and $ 4,215 as of September 30, 2025 and December 31, 2024, respectively.
Held in Trust Account
−Removed: The Company’s
−Removed: portfolio of investments held in the trust account is comprised of investments only in U.S.
−Removed: government securities with a maturity of 185
−Removed: days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in
+Added: Company’s portfolio of investments held in the trust account is comprised of investments only in U.S.
+Added: government securities
+Added: with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company
+Added: Act which invest only in direct U.S.
government treasury obligations.
−Removed: The Company’s investments held in the trust account are classified as trading securities.
−Removed: Trading securities are presented on the balance sheet at fair value at the end of each reporting period.
−Removed: Gains and losses resulting from
−Removed: the change in fair value of investments held in trust account are included in interest earned on marketable securities held in trust account
−Removed: in the accompanying statements of operations.
−Removed: The estimated fair value of investments held in the trust account is determined using available
−Removed: market information.
−Removed: As of June 30, 2025 and December 31, 2024, the trust account had balance of $ 18,764,521 and $ 18,000,701 , respectively.
−Removed: The interest earned from the trust account totaled $ 191,641 and $ 530,141 for three months ended June 30, 2025 and 2024, respectively,
−Removed: and $ 378,820 and $ 1,208,621 for six months ended June 30, 2025 and 2024, respectively, which
−Removed: were fully reinvested into the trust account as earned and unrealized gain on investments and therefore presented as an adjustment to
−Removed: the operating activities in the Consolidated Statement of Cash Flows.
−Removed: The Company follows the asset and liability method
−Removed: of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for
−Removed: the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets
−Removed: and liabilities and their respective tax bases.
−Removed: Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
−Removed: to taxable income in the years in which those temporary differences are expected to be recovered or settled.
−Removed: The effect on deferred tax
−Removed: assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.
−Removed: Valuation allowances
−Removed: are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
−Removed: ASC 740 prescribes a recognition threshold and
−Removed: a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax
−Removed: For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
−Removed: The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
−Removed: There were no unrecognized
−Removed: tax benefits and no amounts accrued for interest and penalties as of June 30, 2025 and December 31, 2024.
−Removed: The Company is currently not
−Removed: aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
−Removed: There is currently no taxation imposed on income
−Removed: by the Government of the Cayman Islands.
−Removed: In accordance with Cayman income tax regulations, income taxes are not levied on the Company.
−Removed: Consequently, income taxes are not reflected in the Company’s consolidated financial statement.
+Added: The Company’s investments held in the trust account are
+Added: classified as trading securities.
+Added: Trading securities are presented on the balance sheet at fair value at the end of each reporting
+Added: Gains and losses resulting from the change in fair value of investments held in trust account are included in interest
+Added: earned on marketable securities held in trust account in the accompanying statements of operations.
+Added: The estimated fair value of
+Added: investments held in the trust account is determined using available market information.
+Added: As of September 30, 2025 and December 31,
+Added: 2024, the trust escrow account and trust account had balance of $ 18,929,689 and
+Added: $ 18,000,701 ,
+Added: respectively.
+Added: The interest earned from the trust account totaled $ 165,168 and
+Added: $ 684,600 for
+Added: three months ended September 30, 2025 and 2024, respectively, and $ 543,988 and
+Added: $ 1,800,905 for
+Added: nine months ended September 30, 2025 and 2024, respectively.
+Added: Prior to September 2025, funds held in trust account were fully
+Added: reinvested into the trust account as earned and unrealized gain on investments and therefore presented as an adjustment to the
+Added: operating activities in the Consolidated Statement of Cash Flows.
+Added: In September 2025, the Company transferred the funds from the trust account to trust escrow account in connection
+Added: with the upcoming business combination closing, at which point the funds ceased to be invested and no longer generate gain on investment.
+Added: Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred
+Added: tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
+Added: statements carrying amounts of existing assets and liabilities and their respective tax bases.
+Added: Deferred tax assets and liabilities are
+Added: measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
+Added: be recovered or settled.
+Added: The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
+Added: that included the enactment date.
+Added: Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
+Added: to be realized.
+Added: 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
+Added: taken or expected to be taken in a tax return.
+Added: For those benefits to be recognized, a tax position must be more likely than not to be
+Added: sustained upon examination by taxing authorities.
+Added: The Company recognizes accrued interest and penalties related to unrecognized tax benefits
+Added: as income tax expense.
+Added: There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30,
+Added: 2025 and December 31, 2024.
+Added: The Company is currently not aware of any issues under review that could result in significant payments,
+Added: accruals or material deviation from its position.
+Added: is currently no taxation imposed on income by the Government of the Cayman Islands.
+Added: In accordance with Cayman income tax regulations,
+Added: income taxes are not levied on the Company.
+Added: Consequently, income taxes are not reflected in the Company’s consolidated financial
Income (Loss) per Ordinary Shares
The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share.
−Removed: The consolidated statements of operations
−Removed: include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method
−Removed: of income per share.
−Removed: In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares,
−Removed: the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the
−Removed: undistributed income (loss) is calculated using the total net loss less any dividends paid.
+Added: The consolidated statements of
+Added: operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class
+Added: method of income per share.
+Added: In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable
+Added: shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares
+Added: and the undistributed income (loss) is calculated using the total net loss less any dividends paid.
The Company then allocated the undistributed
2 unchanged sentences
paid to the public shareholders.
−Removed: As of June 30, 2025, the Company did not have any dilutive securities and other contracts that could,
−Removed: potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.
−Removed: As a result, diluted income
−Removed: (loss) per share is the same as basic income (loss) per share for the period presented.
−Removed: income (loss) per share presented in the statements of operations is based on the following:
+Added: As of September 30, 2025, the Company did not have any dilutive securities and other contracts that
+Added: could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.
+Added: As a result, diluted
+Added: income (loss) per share is the same as basic income (loss) per share for the period presented.
+Added: net income (loss) per share presented in the statements of operations is based on the following:
OF NET INCOME (LOSS) PER SHARE
Three Months Ended
−Removed: Six Months Ended
+Added: September 30,
+Added: Nine Months Ended
+Added: September 30,
+Added: Net income (loss)
+Added: $ ( 2,651,350 )
+Added: $ ( 2,619,286 )
Accretion of temporary equity into redemption value (interest earned)
6 unchanged sentences
$ ( 951,896 )
−Removed: For Three Months Ended
−Removed: June 30, 2025
−Removed: For Six Months Ended
−Removed: June 30, 2025
−Removed: For Three Months Ended
−Removed: June 30, 2024
−Removed: For Six Months Ended
−Removed: June 30, 2024
+Added: September 30, 2025
+Added: September 30, 2025
+Added: September 30, 2024
+Added: September 30, 2024
Non-Redeemable
6 unchanged sentences
Allocation of net loss including accretion of temporary equity
+Added: ( 1,150,290 )
+Added: ( 1,666,228 )
+Added: ( 1,449,145 )
+Added: ( 2,099,129 )
Interest earned on investment held in trust account
−Removed: Accretion of temporary equity into redemption value (extension deposit)
+Added: Accretion of temporary equity into redemption value
+Added: (extension deposit)
Allocation of net income (loss)
+Added: ( 1,666,228 )
+Added: ( 2,099,129 )
Denominators:
1 unchanged sentence
Basic and diluted net income (loss) per share
−Removed: Concentration of
−Removed: Financial instruments
−Removed: that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times,
−Removed: may exceed the Federal Depository Insurance Coverage of $ 250,000 .
−Removed: The Company has not experienced losses on these accounts and management
−Removed: believes the Company is not exposed to significant risks on such accounts.
−Removed: Fair Value of Financial
−Removed: The fair value of the
−Removed: Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement ,”
−Removed: approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
+Added: Concentration
+Added: of Credit Risk
+Added: instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
+Added: which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .
+Added: The Company has not experienced losses on these accounts
+Added: and management believes the Company is not exposed to significant risks on such accounts.
+Added: Value of Financial Instruments
+Added: fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value
+Added: Measurement ,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Shares Subject to Possible Redemption
−Removed: accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing
+Added: Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing
Liabilities from Equity ”.
8 unchanged sentences
subject to the occurrence of uncertain future events.
−Removed: Accordingly, at June 30, 2025 and December 31, 2024 ,
−Removed: the ordinary shares subject to possible redemption in the amount of $ 18,764,521 and $ 18,000,701 , respectively, are presented as temporary
−Removed: equity, outside of the shareholders’ equity section of the Company’s balance sheet.
−Removed: 30, 2025, the ordinary shares reflected in the balance sheets are reconciled in the following table:
+Added: Accordingly, at September 30, 2025 and December
+Added: 31, 2024 , the ordinary shares subject to possible redemption in the amount of $ 18,929,689 and $ 18,000,701 ,
+Added: respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
+Added: September 30, 2025, the ordinary shares reflected in the balance sheets are reconciled in the following table:
OF INITIAL PUBLIC OFFERING PROCEEDS TO COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
6 unchanged sentences
Ordinary shares subject to possible redemption at June 30, 2025
−Removed: Convertible Promissory
−Removed: The Company adopted the
−Removed: Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt
−Removed: with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40)
−Removed: (“ASU 2020-06”) and accounts for its convertible promissory notes as debt (liability) on the balance sheet.
−Removed: The Company’s
−Removed: assessment of the embedded conversion feature (see Note 1 - Organization and Business Operations) considers the derivative scope exception
−Removed: guidance under ASC 815 pertaining to equity classification of contracts in an entity’s own equity.
−Removed: The conversion feature of these
−Removed: promissory notes meets the definition of a derivative instrument.
−Removed: However, bifurcation of conversion feature from the debt host is not
−Removed: required because the conversion feature meets ASC 815 scope exception, as the promissory notes are convertible in shares of the Company’s
−Removed: common stock which is considered indexed to the Company’s own stock and classified in stockholders’ equity.
−Removed: Recent Accounting
−Removed: In November 2023, the
−Removed: FASB issued ASU 2023-07, Segment Reporting (Topic 280):
+Added: Accretion for ordinary shares subject to redemption (income earned on investment held in trust account)
+Added: Ordinary shares subject to possible redemption at September 30, 2025
+Added: Promissory Note
+Added: Company adopted the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
+Added: 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own
+Added: Equity (Subtopic 815-40) (“ASU 2020-06”) and accounts for its convertible promissory notes as debt (liability) on the balance
+Added: The Company’s assessment of the embedded conversion feature (see Note 1 - Organization and Business Operations) considers
+Added: the derivative scope exception guidance under ASC 815 pertaining to equity classification of contracts in an entity’s own equity.
+Added: The conversion feature of these promissory notes meets the definition of a derivative instrument.
+Added: However, bifurcation of conversion
+Added: feature from the debt host is not required because the conversion feature meets ASC 815 scope exception, as the promissory notes are
+Added: convertible in shares of the Company’s common stock which is considered indexed to the Company’s own stock and classified
+Added: in stockholders’ equity.
+Added: Accounting Standards
+Added: November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):
Improvements to Reportable Segment Disclosures.
−Removed: The amendments in this ASU require
−Removed: disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer
−Removed: decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment
−Removed: profit or loss.
−Removed: The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses
−Removed: the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
−Removed: Public entities
−Removed: will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable
−Removed: segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.
−Removed: This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December
−Removed: 15, 2024, with early adoption permitted.
−Removed: This was effective for the Company during three and six months ended June 30, 2025, and did not
−Removed: have a material impact to the financial statements.
−Removed: Management does not believe
−Removed: that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s
−Removed: financial statements.
+Added: The amendments
+Added: in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief
+Added: operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported
+Added: measure of segment profit or loss.
+Added: The ASU requires that a public entity disclose the title and position of the CODM and an explanation
+Added: of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate
+Added: Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and
+Added: entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing
+Added: segment disclosures in Topic 280.
+Added: This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within
+Added: fiscal years beginning after December 15, 2024, with early adoption permitted.
+Added: This was effective for the Company during three and nine
+Added: months ended September 30, 2025, and did not have a material impact to the financial statements.
+Added: does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
+Added: on the Company’s financial statements.
3 — INITIAL PUBLIC OFFERING
10 unchanged sentences
4 — RELATED PARTIES
−Removed: 7, 2022, the sponsor received 1,725,000 of the Company’s ordinary shares in exchange for $ 25,000 paid for deferred offering costs
−Removed: borne by the founder.
−Removed: Up to 225,000 of such founder shares are subject to forfeiture to the extent that EBC’s over-allotment is
−Removed: not exercised in full.
−Removed: As a result of EBC’s election to fully exercise their over-allotment option on December 29, 2022, no founder
−Removed: shares are currently subject to forfeiture.
−Removed: 18, 2023, AlphaVest Holding LP, one of our sponsors, transferred an aggregate of 1,035,000 founder shares to Peace Capital Limited, our
−Removed: other sponsor.
−Removed: have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:
−Removed: six months after the completion of the initial Business Combination and (B) the date on which we complete a liquidation, merger, share
−Removed: exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders
−Removed: having the right to exchange their ordinary shares for cash, securities or other property.
−Removed: As of June 30, 2025 and
−Removed: December 31, 2024, the amounts due to related parties were $ 571,948 and $ 516,883 , respectively, which is expected to be settled upon the
−Removed: consummation of the business combination.
+Added: February 7, 2022, the sponsor received 1,725,000 of the Company’s ordinary shares in exchange for $ 25,000 paid for deferred offering
+Added: costs borne by the founder.
+Added: Up to 225,000 of such founder shares are subject to forfeiture to the extent that EBC’s over-allotment
+Added: is not exercised in full.
+Added: As a result of EBC’s election to fully exercise their over-allotment option on December 29, 2022, no
+Added: founder shares are currently subject to forfeiture.
+Added: April 18, 2023, AlphaVest Holding LP, one of our sponsors, transferred an aggregate of 1,035,000 founder shares to Peace Capital Limited,
+Added: our other sponsor.
+Added: Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur
+Added: (A) six months after the completion of the initial Business Combination and (B) the date on which we complete a liquidation, merger,
+Added: share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public
+Added: shareholders having the right to exchange their ordinary shares for cash, securities or other property.
+Added: of September 30, 2025 and December 31, 2024, the amounts due to related parties were $ 604,294 and $ 516,883 , respectively, which is expected
+Added: to be settled upon the consummation of the business combination.
Administrative
Services Agreement
−Removed: Commencing on the date the Units are first listed
−Removed: on the Nasdaq, the Company has agreed to pay TenX Global Capital LP a total of $ 10,000 per month for office space, utilities and secretarial
−Removed: and administrative support.
−Removed: Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease
−Removed: paying these monthly fees.
−Removed: For three months ended June 30, 2025 and 2024, the Company incurred $ 30,000 in fees respectively for these
−Removed: For six months ended June 30, 2025 and 2024, the Company incurred $ 60,000 in fees respectively for these services.
+Added: on the date the Units are first listed on the Nasdaq, the Company has agreed to pay TenX Global Capital LP a total of $ 10,000 per month
+Added: for office space, utilities and secretarial and administrative support.
+Added: Upon completion of the Initial Business Combination or the Company’s
+Added: liquidation, the Company will cease paying these monthly fees.
+Added: For three months ended September 30, 2025 and 2024, the Company incurred
+Added: $ 30,000 in fees respectively for these services.
+Added: For nine months ended September 30, 2025 and 2024, the Company incurred $ 90,000 in fees
+Added: respectively for these services.
Notes — Related Party
−Removed: 3, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company
−Removed: could borrow up to an aggregate of $ 150,000 to cover expenses related to the IPO.
−Removed: On April 11, 2024, the Company amended and restated
−Removed: the Promissory Note with AlphaVest Holding LP to extend the maturity date to the earlier of :
−Removed: (i) September 12, 2024 or (ii) promptly
−Removed: after the date of the consummation of the business combination.
+Added: June 3, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the
+Added: Company could borrow up to an aggregate of $ 150,000 to cover expenses related to the IPO.
+Added: On April 11, 2024, the Company amended and
+Added: restated the Promissory Note with AlphaVest Holding LP to extend the maturity date to the earlier of :
+Added: (i) September 12, 2024 or (ii)
+Added: promptly after the date of the consummation of the business combination.
The Promissory Note expired on September 12, 2024.
−Removed: As of June 30, 2025
+Added: As of September
30, 2025 and December 31, 2024, $ 0 was outstanding.
−Removed: 21, 2023, Alphavest Holding LP, one of the Sponsor, agreed to loan the Company $ 165,000 (as amended and restated, the “Extension
+Added: December 21, 2023, Alphavest Holding LP, one of the Sponsor, agreed to loan the Company $ 165,000 (as amended and restated, the “Extension
Note”) to cover expenses in connection with extensions of Business Combination Period.
7 unchanged sentences
may be drawn down from time to time prior to the Maturity Date upon written request from the Company.
−Removed: On April 15, 2024, the Company amended
−Removed: and restated the Extension Note with AlphaVest Holding LP to increase the principal amount to $ 715,000 extend the maturity date to the
+Added: On April 15, 2024, the Company
+Added: amended and restated the Extension Note with AlphaVest Holding LP to increase the principal amount to $ 715,000 extend the maturity date
+Added: to the earlier of :
(i) September 12, 2024 or (ii) promptly after the date of the consummation of the business combination.
−Removed: 30, 2025 and December 31, 2024, $ 220,000 was outstanding.
−Removed: On March 12, 2024, the Company issued a promissory
−Removed: note to TenX Global Capital LP (the “Promissory Note 1”), pursuant to which the Company could borrow up to an aggregate of
−Removed: The entire unpaid principal balance of this Note shall be payable on the earlier of:
−Removed: (i) September 12, 2024 (six (6) months
−Removed: from the issuing of this Note) or (ii) promptly after the date on which Maker consummates an initial business combination (a “Business
−Removed: Combination”) (such earlier date, the “Maturity Date”) (as described in its initial public offering prospectus dated
−Removed: December 19, 2022 (the “Prospectus”)).
−Removed: On January 6, 2025, the promissory note was further amended and restated to extend
−Removed: the maturity date to promptly after the date the business combination is consummated.
−Removed: As of June 30, 2025 and December 31, 2024, $ 338,326
−Removed: and $ 287,046 were outstanding respectively.
−Removed: 22, 2025 and 2024, the Company agreed to pay TenX Global Capital LP for website service.
−Removed: For three months ended June 30, 2025 and 2024,
−Removed: the Company incurred $ 102 and $ 134 in fees for these services, respectively.
−Removed: For six months ended June 30, 2025 and 2024, the Company
−Removed: incurred $ 409 and $ 291 in fees for these services, respectively.
+Added: of September 30, 2025 and December 31, 2024, $ 220,000 was outstanding.
+Added: March 12, 2024, the Company issued a promissory note to TenX Global Capital LP (the “Promissory Note 1”), pursuant to which
+Added: the Company could borrow up to an aggregate of $ 400,000 .
+Added: The entire unpaid principal balance of this Note shall be payable on the earlier
+Added: (i) September 12, 2024 (six (6) months from the issuing of this Note) or (ii) promptly after the date on which Maker consummates
+Added: an initial business combination (a “Business Combination”) (such earlier date, the “Maturity Date”) (as described
+Added: in its initial public offering prospectus dated December 19, 2022 (the “Prospectus”)).
+Added: On January 6, 2025, the promissory
+Added: note was further amended and restated to extend the maturity date to promptly after the date the business combination is consummated.
+Added: As of September 30, 2025 and December 31, 2024, $ 338,326 and $ 287,046 were outstanding respectively.
+Added: February 22, 2025 and 2024, the Company agreed to pay TenX Global Capital LP for website service.
+Added: For three months ended September 30,
+Added: 2025 and 2024, the Company incurred $ 102 and $ 134 in fees for these services, respectively.
+Added: For nine months ended September 30, 2025
+Added: and 2024, the Company incurred $ 511 and $ 425
+Added: in fees for these services, respectively.
5 — Commitments and Contingencies
−Removed: Registration Rights
−Removed: The holders of the Founder Shares, ordinary shares
−Removed: issued to EBC, Private Placement Units and Units that may be issued upon conversion of Working Capital Loans (and all underlying securities)
−Removed: will be entitled to registration rights pursuant to a registration rights agreement signed prior to or on the effective date of Proposed
−Removed: Public Offering requiring the Company to register such securities for resale.
−Removed: The holders of these securities will be entitled to make
−Removed: up to three demands, excluding short form registration demands, that the Company register such securities.
−Removed: In addition, the holders have
−Removed: certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business
−Removed: Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.
−Removed: the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration
−Removed: statement to become effective until the securities covered thereby are released from their lock-up restrictions.
−Removed: The Company will bear
−Removed: the expenses incurred in connection with the filing of any such registration statements.
−Removed: and EBC signed an engagement letter which was amended on September 15, 2022, pursuant to which, the Company will grant EBC 45-day option
−Removed: from the date of Proposed Public Offering to purchase up to 900,000 additional Units to cover over-allotments, if any, at the Proposed
−Removed: Public Offering price less the underwriting discounts and commissions.
+Added: holders of the Founder Shares, ordinary shares issued to EBC, Private Placement Units and Units that may be issued upon conversion of
+Added: Working Capital Loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement
+Added: signed prior to or on the effective date of Proposed Public Offering requiring the Company to register such securities for resale.
+Added: holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company
+Added: register such securities.
+Added: In addition, the holders have certain “piggy-back” registration rights with respect to registration
+Added: statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities
+Added: pursuant to Rule 415 under the Securities Act.
+Added: However, the registration rights agreement provides that the Company will not be required
+Added: to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are
+Added: released from their lock-up restrictions.
+Added: The Company will bear the expenses incurred in connection with the filing of any such registration
+Added: Company and EBC signed an engagement letter which was amended on September 15, 2022, pursuant to which, the Company will grant EBC 45-day
+Added: option from the date of Proposed Public Offering to purchase up to 900,000 additional Units to cover over-allotments, if any, at the
+Added: Proposed Public Offering price less the underwriting discounts and commissions.
On December 29, 2022, EBC fully exercised the over-allotment.
−Removed: was paid a cash underwriting discount of $ 1,725,000 in the aggregate.
−Removed: Business Combination Marketing Agreement
−Removed: The Company has engaged EBC as an advisor in connection
−Removed: with its Business Combination to assist in holding meetings with the Company stockholders to discuss the potential Business Combination
−Removed: and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities
−Removed: in connection with its initial Business Combination and assist with press releases and public filings in connection with the Business
−Removed: The Company will pay EBC a cash fee for such services upon the consummation of its initial business combination in an amount
−Removed: equal to 3.5 % of the gross proceeds of the IPO, or $ 2,415,000 in aggregate.
−Removed: In addition, the Company will pay EBC a cash fee in an amount
−Removed: equal to 1.0 % of the total consideration payable in the initial Business Combination if it introduces the Company to the target business
−Removed: with whom it completes an initial Business Combination.
+Added: EBC was paid a cash underwriting discount of $ 1,725,000 in the aggregate.
+Added: Combination Marketing Agreement
+Added: Company has engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders
+Added: to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors
+Added: that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and
+Added: public filings in connection with the Business Combination.
+Added: The Company will pay EBC a cash fee for such services upon the consummation
+Added: of its initial business combination in an amount equal to 3.5 % of the gross proceeds of the IPO, or $ 2,415,000 in aggregate.
+Added: As of September 30, 2025, such fee was incurred as the underwriter had completed substantially all services stated in the marketing agreement.
+Added: the Company will pay EBC a cash fee in an amount equal to 1.0 % of the total consideration payable in the initial Business Combination
+Added: if it introduces the Company to the target business with whom it completes an initial Business Combination.
+Added: As of the filing date, no such service has been provided by EBC.
6 – SHAREHOLDERS’ EQUITY
−Removed: Preference Shares
−Removed: — The Company is authorized to issue 2,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting
−Removed: and other rights and preferences as may be determined from time to time by the Company’s board of directors.
−Removed: As of June 30, 2025,
−Removed: there were no shares of preference shares issued or outstanding.
−Removed: Ordinary Shares
−Removed: — The Company is authorized to issue 200,000,000 ordinary shares with a par value of $ 0.0001 per share Holders of ordinary shares
−Removed: are entitled to one vote for each share .
−Removed: 7, 2022, the Sponsor received 1,725,000 shares of the Company’s ordinary shares in
−Removed: exchange for $ 25,000 paid for deferred offering costs borne by the Founder.
−Removed: Out of the 1,725,000 ordinary shares, an aggregate of up to
−Removed: 225,000 ordinary shares were subject to forfeiture to the extent that the over-allotment option is not exercised in full or in part so
−Removed: that the number of Founder Shares will equal 20 % of the Company’s issued and outstanding ordinary shares
−Removed: after the Public Offering (excluding Private Shares)
−Removed: 11, 2022, EBC received an aggregate of 125,000 ordinary shares (“EBC Founder Shares”) for an aggregate purchase price of $ 1,750 ,
−Removed: or approximately $ 0.014 per share.
−Removed: The Company estimated the fair value of the EBC founder shares to be $ 1,812 based upon the price of
−Removed: the founder shares issued to the Sponsor.
−Removed: The holders of the EBC founder shares have agreed not to transfer, assign or sell any such shares
−Removed: until the completion of a Business Combination.
−Removed: In addition, the holders have agreed (i) to waive their conversion rights (or right to
−Removed: participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive
−Removed: their rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete a Business
−Removed: Combination within the Combination Period.
−Removed: 22, 2022, the Sponsor and EBC received an aggregate of 390,000 private units ( 365,000 private units purchased by the Sponsor and 25,000
−Removed: private units purchased by EBC) at a price of $ 10.00 per unit for a total purchase price of $ 3,900,000 in a private placement.
−Removed: 29, 2022, as a result of the EBC’s election to fully exercise their over-allotment option, the Sponsor and EBC received additional
−Removed: 40,500 private units on a pro rata basis ( 37,904 private units purchased by the Sponsor and 2,596 private units purchased by EBC) at a
−Removed: price of $ 10.00 per unit.
−Removed: 30, 2025 and December 31, 2024, there were 2,280,500 ordinary shares issued and outstanding, excluding 1,574,356 ordinary shares
−Removed: subject to possible redemption which are presented as temporary equity as of June 30, 2025 and December
−Removed: Rights — Except in cases where
−Removed: the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10)
−Removed: of one share of ordinary shares upon consummation of a Business Combination.
−Removed: The Company will not issue fractional shares in connection
−Removed: with an exchange of rights.
−Removed: Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance
−Removed: with the applicable provisions of Cayman law.
−Removed: In the event the Company is not the surviving company upon completion of the Business Combination,
−Removed: each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one
−Removed: ordinary shares underlying each right upon consummation of the Business Combination.
−Removed: If the Company is unable to complete a Business Combination
−Removed: within the required time period and the Company redeems the public shares for the funds held in the trust account, holders of rights will
−Removed: not receive any of such funds for their rights and the rights will expire worthless.
+Added: Shares — The Company is authorized to issue 2,000,000 preference shares with a par value of $ 0.0001 per share with such
+Added: designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.
+Added: As of June 30, 2025, there were no shares of preference shares issued or outstanding.
+Added: Shares — The Company is authorized to issue 200,000,000 ordinary shares with a par value of $ 0.0001 per share Holders of
+Added: ordinary shares are entitled to one vote for each share .
+Added: February 7, 2022, the Sponsor received 1,725,000 shares of the Company’s ordinary
+Added: shares in exchange for $ 25,000 paid for deferred offering costs borne by the Founder.
+Added: 1,725,000 ordinary shares, an aggregate of up to 225,000 ordinary shares were subject to forfeiture to the extent that the over-allotment
+Added: option is not exercised in full or in part so that the number of Founder Shares will equal 20 % of the Company’s issued and outstanding
+Added: ordinary shares after the Public Offering (excluding Private Shares)
+Added: July 11, 2022, EBC received an aggregate of 125,000 ordinary shares (“EBC Founder Shares”) for an aggregate purchase price
+Added: of $ 1,750 , or approximately $ 0.014 per share.
+Added: The Company estimated the fair value of the EBC founder shares to be $ 1,812 based upon
+Added: the price of the founder shares issued to the Sponsor.
+Added: The holders of the EBC founder shares have agreed not to transfer, assign or sell
+Added: any such shares until the completion of a Business Combination.
+Added: In addition, the holders have agreed (i) to waive their conversion rights
+Added: (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination
+Added: and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if the Company fails to
+Added: complete a Business Combination within the Combination Period.
+Added: December 22, 2022, the Sponsor and EBC received an aggregate of 390,000 private units ( 365,000 private units purchased by the Sponsor
+Added: and 25,000 private units purchased by EBC) at a price of $ 10.00 per unit for a total purchase price of $ 3,900,000 in a private placement.
+Added: December 29, 2022, as a result of the EBC’s election to fully exercise their over-allotment option, the Sponsor and EBC received
+Added: additional 40,500 private units on a pro rata basis ( 37,904 private units purchased by the Sponsor and 2,596 private units purchased
+Added: by EBC) at a price of $ 10.00 per unit.
+Added: of September 30, 2025 and December 31, 2024, there were 2,280,500 ordinary shares issued and outstanding, excluding 1,574,356
+Added: ordinary shares subject
+Added: to possible redemption which are presented as temporary equity as of September 30, 2025 and December 31, 2024.
+Added: — Except in cases where the Company is not the surviving company in a business combination, each holder of a right will
+Added: automatically receive one-tenth (1/10) of one share of ordinary shares upon consummation of a Business Combination.
+Added: The Company will
+Added: not issue fractional shares in connection with an exchange of rights.
+Added: Fractional shares will either be rounded down to the nearest whole
+Added: share or otherwise addressed in accordance with the applicable provisions of Cayman law.
+Added: In the event the Company is not the surviving
+Added: company upon completion of the Business Combination, each holder of a right will be required to affirmatively convert his, her or its
+Added: rights in order to receive the one-tenth (1/10) of one ordinary shares underlying each right upon consummation of the Business Combination.
+Added: If the Company is unable to complete a Business Combination within the required time period and the Company redeems the public shares
+Added: for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire
7 — Fair Value Measurements
−Removed: The Company follows the
−Removed: guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period
−Removed: and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
−Removed: The fair value of the
−Removed: Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received
−Removed: in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between
−Removed: market participants at the measurement date.
−Removed: In connection with measuring the fair value of its assets and liabilities, the Company seeks
−Removed: to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs
−Removed: (internal assumptions about how market participants would price assets and liabilities).
−Removed: The following fair value hierarchy is used to
−Removed: classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
−Removed: Quoted prices in active markets
−Removed: for identical assets or liabilities.
−Removed: An active market for an asset or liability is a market in which transactions for the asset or liability
−Removed: occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
−Removed: Observable inputs other than
−Removed: Level 1 inputs.
−Removed: Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices
−Removed: for identical assets or liabilities in markets that are not active.
−Removed: Unobservable inputs based on
−Removed: our assessment of the assumptions that market participants would use in pricing the asset or liability.
−Removed: The following table presents information about
−Removed: the Company’s assets that are measured at fair value on a recurring basis at June 30, 2025 and December 31, 2024.
−Removed: and indicates
−Removed: the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
+Added: Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each
+Added: reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
+Added: fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would
+Added: have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
+Added: between market participants at the measurement date.
+Added: In connection with measuring the fair value of its assets and liabilities, the Company
+Added: seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
+Added: inputs (internal assumptions about how market participants would price assets and liabilities).
+Added: The following fair value hierarchy is
+Added: used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
+Added: Quoted prices in active markets for identical assets or liabilities.
+Added: An active market for an asset or liability is a market in which
+Added: transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
+Added: Observable inputs other than Level 1 inputs.
+Added: Examples of Level 2 inputs include quoted prices in active markets for similar assets
+Added: or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
+Added: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
+Added: following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September
+Added: 30, 2025 and December 31, 2024.
+Added: and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such
+Added: In September 2025, the Company transferred the funds from the trust account to trust
+Added: escrow account in connection with the upcoming business combination closing, at which point the funds ceased to be invested and therefore
+Added: reclassified from Level 1 marketable securities to restricted assets held in escrow account.
OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS
Trading Securities
−Removed: June 30, 2025
−Removed: Marketable securities held in the trust account
+Added: September 30, 2025
December 31, 2024
Marketable securities held in the trust account
−Removed: NOTE 8 — SUBSEQUENT EVENTS
−Removed: evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were
−Removed: Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in
−Removed: the financial statements.
+Added: 8 — SUBSEQUENT EVENTS
+Added: Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements
+Added: Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure
+Added: in the financial statements.
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.