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Item 1. Financial Statements

2025-08-14 compared with 2025-05-20 · 584 added, 563 removed, 133 unchanged (90% of the section changed)

FINANCIAL STATEMENTS.

ACQUISITION CORP

BALANCE SHEETS

ALPHAVEST ACQUISITION CORP

CONSOLIDATED BALANCE SHEETS

June 30, 2025

December 31, 2024

Current Assets:

2 unchanged sentences

Marketable securities held in trust account

Cash held in trust escrow

LIABILITIES, REDEEMABLE

ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT

Cash held in trust escrow account

LIABILITIES, REDEEMABLE ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT

Current Liabilities:

Accounts payable and accrued offering costs

Accounts payable and accrued expenses

Other payable

1 unchanged sentence

Promissory notes – related party

Promissory notes –

Promissory notes – third party

Promissory notes

Current Liabilities

Total Current Liabilities

Total Liabilities

Commitments and contingencies

Ordinary shares subject to possible redemption ( 1,574,356 shares at

$ 11.69 and $ 11.47 per share as of March 31, 2025 and December 31, 2024, respectively)

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)

Shareholders’ Deficit:

1 unchanged sentence

2,000,000 shares authorized;

issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

none issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

2,280,500 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

2 unchanged sentences

( 1,745,864 )

Shareholders’ Deficit

Total Shareholders’ Deficit

( 2,422,391 )

( 1,745,636 )

Liabilities, Redeemable Ordinary Shares, and Shareholders’ Deficit

accompanying notes are an integral part of the unaudited consolidated financial statements.

ACQUISITION CORP

STATEMENTS OF OPERATIONS

Months Ended March 31,

and operating costs

T otal Liabilities, Redeemable Ordinary Shares, and Shareholders’ Deficit

The accompanying notes are an integral part of

the unaudited consolidated financial statements.

ALPHAVEST ACQUISITION CORP

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

Formation and operating costs

Loss from operations

Other Income:

Interest income on investments held in trust

Unrealized loss on investments held in trust

Other Income (expenses):

Interest income on investments held in trust account

Unrealized loss on investments held in trust account

Bank interest income

Total other income

Weighted average ordinary shares outstanding,

ordinary shares subject to possible redemption

Basic and diluted net income

per share, ordinary shares subject to redemption

Weighted average ordinary shares outstanding, ordinary shares, non-redeemable

Basic and diluted net loss

per share, ordinary shares, non-redeemable

accompanying notes are an integral part of the unaudited consolidated financial statements.

ACQUISITION CORP

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE MONTHS ENDED MARCH 31, 2025

Weighted average common stock outstanding, common stock subject to possible redemption

Basic and diluted net income 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

The accompanying notes are an integral part of

the unaudited consolidated financial statements.

ALPHAVEST ACQUISITION CORP

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

shareholders’

as of January 1, 2025

Balance as of January 1, 2025

( 1,745,864 )

( 1,745,636 )

Accretion for ordinary shares subject to redemption

amount (interest income)

Accretion for ordinary shares subject to redemption

amount (extension deposit)

Accretion for ordinary shares subject to redemption amount (interest income)

Accretion for ordinary shares subject to redemption amount (extension deposit)

Balance as of March 31, 2025

1 unchanged sentence

$ ( 2,089,118 )

THE THREE MONTHS ENDED MARCH 31, 2024

shareholders’

as of January 1, 2024

Accretion for ordinary shares subject to redemption amount (interest income)

Accretion for ordinary shares subject to redemption amount (extension deposit)

Balance as of June 30, 2025

$ ( 2,422,619 )

$ ( 2,422,391 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

shareholders’ deficit

Balance as of January 1, 2024

$ ( 325,050 )

$ ( 324,822 )

Accretion for ordinary shares subject to redemption

amount (interest income)

Accretion for ordinary shares subject to redemption

amount (extension deposit)

$ ( 325,050 )

$ ( 324,822 )

Accretion for ordinary shares subject to redemption amount (interest income)

Accretion for ordinary shares subject to redemption amount (extension deposit)

Balance as of March 31, 2024

1 unchanged sentence

$ ( 616,745 )

Accretion for ordinary shares subject to redemption amount (interest income)

Accretion for ordinary shares subject to redemption amount (extension deposit)

Balance as of June 30, 2024

$ ( 874,368 )

$ ( 874,140 )

accompanying notes are an integral part of the unaudited consolidated financial statements.

ACQUISITION CORP

STATEMENTS OF CASH FLOWS

Ended March 31,

Cash flows from operating

Adjustments to reconcile

net income to net cash used in operating activities:

$ ( 874,368 )

$ ( 874,140 )

The accompanying notes are an integral part of

the unaudited consolidated financial statements.

ALPHAVEST ACQUISITION CORP

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Cash flows from operating activities:

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

Trust investment income

Unrealized loss on investments

held in trust account

Changes in operating assets

and liabilities:

( 1,208,621 )

Unrealized loss on investments held in trust account

Changes in operating assets and liabilities:

Prepaid expense

Accounts payable and accrued

offering costs and expenses

note – related party

Net cash provided by (used

in) operating activities

Cash flows from investing

Accounts payable and accrued offering costs and expenses

Promissory note – related party

Due to related party

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Cash deposited to trust account

Cash deposited to trust

escrow account

Net cash used in investing

Cash flows from financing

Cash deposited to trust escrow account

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from promissory note - related party

Proceeds from promissory

note - third party

Net cash provided by financing

Proceeds from promissory note - third party

Net cash provided by financing activities

Net change in cash

1 unchanged sentence

Cash at end of period

Supplemental disclosure

of noncash investing and financing activities

Accretion for ordinary

shares subject to redemption amount

Accrued expenses converted

to promissory note – related party

Accrued expenses converted

to promissory note – third party

Other payable converted

to promissory note – third party

Prepaid expenses paid

by promissory note – third party

accompanying notes are an integral part of the unaudited consolidated financial statements.

ACQUISITION CORP

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1 — ORGANIZATION AND BUSINESS OPERATIONS

Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on January 14, 2022.

The Company was formed for the

purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination

with one or more businesses (the “Business Combination”).

Company is not limited to a particular industry or sector for purposes of consummating a Business Combination.

The Company is an early

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

of March 31, 2025, the Company had not commenced any operations.

All activity through March 31, 2025 relates to the Company’s formation

and the initial public offering (“IPO”), which is described below, and subsequent to the IPO, identifying a target company

for a Business Combination.

The Company will not generate any operating revenues until after the completion an initial Business Combination,

at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO.

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

registration statement for the Company’s IPO (the “Registration Statement”) was declared effective on December 19,

On December 22, 2022, the Company consummated the IPO of 6,000,000 units, (“Units” and, with respect to the ordinary

shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $ 60,000,000 , which is described

in Note 3, and the sale of 390,000 Units (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit

in private placements to AlphaVest Holding LP (the “Sponsor”) that was closed simultaneously with the IPO.

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

in the IPO and the Private Placement (as defined in Note 4) was placed in the trust account.

The funds held in the trust account may

be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as

amended (the “Investment Company Act”), 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 Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as

determined by the Company, until the earlier of:

(i) the completion of a Business Combination or (ii) the distribution of the trust account,

as described below.

December 29, 2022, EarlyBirdCapital, Inc.

(“EBC”) fully exercised their over-allotment option, resulting in an additional

900,000 Units issued for an aggregate amount of $ 9,000,000 .

In connection with EBC’s full exercise of their over-allotment option,

the Company also consummated the sale of an additional 40,500 Private Units at $ 10.00 per Private Unit, generating total proceeds of

Company will have until the last Extended Date, September 22, 2025 to consummate a Business Combination (the “Combination Period”).

However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations

except for the purpose of winding 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 price, payable in cash, equal to the aggregate amount then on deposit in the trust account,

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

expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights

of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly

as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its

Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide

for claims of creditors and the requirements of other applicable law.

December 21, 2023, the Company held a special meeting of shareholders, at which the Company’s shareholders approved (i) an amendment

to the Company’s amended and restated certificate of incorporation (the “Extension Amendment”) and (ii) an amendment

(the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated December 19, 2022, with Continental

Stock Transfer & Trust Company.

Pursuant to the Trust Agreement Amendment, the Company has extended the date by which it has to complete

a business combination from December 22, 2023 (the “Termination Date”) up to 10 times, with the first extension comprised

of three months, and the subsequent 9 extensions comprised of one month each from the Termination Date, or extended date, as applicable,

to December 22, 2024.

In connection with the shareholders’ vote at the special meeting, an aggregate of 2,174,171 shares with redemption

value of approximately $ 23,282,936 (approximately $ 10.71 per share) of the Company’s ordinary

shares were tendered for redemption.

December 18, 2024, the Company held another extraordinary general meeting (the “ 2024 Extraordinary General Meeting ”)

at which the shareholders of the Company voted on three proposals:

(i) a proposal, by special resolution, to amend the Company’s

Second Amended and Restated Memorandum and Articles of Association to (a) extend the date by which the Company must consummate a business

combination up to nine (9) times from December 22, 2024 to September 22, 2025 (the “ Revised Termination Date ”), each

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

the provision (the “ Redemption Limitation ”) that the Company shall not redeem public shares to the extent that such

redemption would cause the Company’s net tangible assets to be less than $ 5,000,001 ;

(ii) a proposal, by ordinary resolution, to

further amend the Trust Agreement to effectuate the foregoing extension and depositing into the Trust Account $ 55,000 per one-month extension

two (2) days prior to such extension (assuming a business combination has not occurred) in exchange for a non-interest bearing, unsecured

promissory note payable upon the consummation of a business combination;

and (iii) a proposal, by ordinary resolution, to adjourn the

2024 Extraordinary General Meeting, to a later date or dates, if necessary.

In connection with the shareholders’ vote at the 2024

Extraordinary General Meeting, shareholders of 3,151,473 ordinary shares of the Company exercised their right to redeem such shares (the

“ 2024 Redemption ”) for a pro rata portion of the funds held in the Trust Account.

As a result, approximately $ 35,956,676

(approximately $ 11.41 per share) was removed from the Trust Account to pay such holders and approximately $ 17,962,587 remained in the

Trust Account.

Following the 2024 Redemptions, the Company had 3,854,856 ordinary shares outstanding.

December 21, 2023, the Company issued a promissory note to Alphavest Holding LP, one of the Sponsors,

pursuant to which the Company could borrow an aggregate of $ 165,000 (the “Extension Note”) to

Supplemental disclosure of noncash investing and financing activities

Accretion for ordinary shares subject to redemption amount

Accrued expenses converted to promissory note – related party

Accrued expenses converted to promissory note – third party

Other payable converted to promissory note – third party

Prepaid expenses paid by promissory note – third party

The accompanying notes are an integral part of the unaudited consolidated financial statements.

ALPHAVEST ACQUISITION CORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

AlphaVest Acquisition Corp (the “Company”)

was incorporated in the Cayman Islands on January 14, 2022.

The Company was formed for the purpose of effecting a merger, capital stock

exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business

Combination”).

The Company is not limited to a particular industry

or sector for purposes of consummating a Business Combination.

The Company is an early stage and emerging growth company and, as such,

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

As of June 30, 2025, the Company had not commenced

any operations.

All activity through June 30, 2025 relates to the Company’s formation and the initial public offering (“IPO”),

which is described below, and subsequent to the IPO, identifying a target company for a Business Combination.

The Company will not generate

any operating revenues until after the completion an initial Business Combination, at the earliest.

The Company will generate non-operating

income in the form of interest income from the proceeds derived from the IPO.

The Company has selected December 31 as its fiscal year

The registration statement for the Company’s

IPO (the “Registration Statement”) was declared effective on December 19, 2022.

On December 22, 2022, the Company consummated

the IPO of 6,000,000 units, (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public

Shares”), generating gross proceeds of $ 60,000,000 , which is described in Note 3, and the sale of 390,000 Units (the “Private

Placement Units”) at a price of $ 10.00 per Private Placement Unit in private placements to AlphaVest Holding LP (the “Sponsor”)

that was closed simultaneously with the IPO.

Following 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 in the IPO and the Private Placement (as

defined in Note 4) was placed in the trust account.

The funds held in the trust account may be invested in U.S.

government securities,

within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),

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

Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

completion of a Business Combination or (ii) the distribution of the trust account, as described below.

On December 29, 2022, EarlyBirdCapital, Inc.

fully exercised their over-allotment option, resulting in an additional 900,000 Units issued for an aggregate amount of $ 9,000,000 .

connection with EBC’s full exercise of their over-allotment option, the Company also consummated the sale of an additional 40,500

Private Units at $ 10.00 per Private Unit, generating total proceeds of $ 405,000 .

The Company will have until the last Extended

Date, September 22, 2025 to consummate a Business Combination (the “Combination Period”).

However, if the Company has not

completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding

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

price, payable in cash, equal to the aggregate amount then on deposit in the trust account, 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 expenses), divided by the number of then issued

and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including

the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject

in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other

applicable law.

On December 21, 2023, the Company held a special

meeting of shareholders, at which the Company’s shareholders approved (i) an amendment to the Company’s amended and restated

certificate of incorporation (the “Extension Amendment”) and (ii) an amendment (the “Trust Agreement Amendment”)

to the Investment Management Trust Agreement, dated December 19, 2022, with Continental Stock Transfer & Trust Company.

the Trust Agreement Amendment, the Company has extended the date by which it has to complete a business combination from December 22,

2023 (the “Termination Date”) up to 10 times, with the first extension comprised of three months, and the subsequent 9 extensions

comprised of one month each from the Termination Date, or extended date, as applicable, to December 22, 2024.

In connection with the shareholders’

vote at the special meeting, an aggregate of 2,174,171 shares with redemption value of approximately $ 23,282,936

(approximately $ 10.71 per share) of the Company’s ordinary shares were tendered for redemption.

On December 18, 2024, the Company held another

extraordinary general meeting (the “ 2024 Extraordinary General Meeting ”) at which the shareholders of the Company voted

on three proposals:

(i) a proposal, by special resolution, to amend the Company’s Second Amended and Restated Memorandum and Articles

of Association to (a) extend the date by which the Company must consummate a business combination up to nine (9) times from December 22,

2024 to September 22, 2025 (the “ Revised Termination Date ”), each 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 the provision (the “ Redemption Limitation ”)

that the Company shall not redeem public shares to the extent that such redemption would cause the Company’s net tangible assets

to be less than $ 5,000,001 ;

(ii) a proposal, by ordinary resolution, to further amend the Trust Agreement to effectuate the foregoing

extension and depositing into the Trust Account $ 55,000 per one-month extension two (2) days prior to such extension (assuming a business

combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a business

and (iii) a proposal, by ordinary resolution, to adjourn the 2024 Extraordinary General Meeting, to a later date or dates,

if necessary.

In connection with the shareholders’ vote at the 2024 Extraordinary General Meeting, shareholders of 3,151,473 ordinary

shares of the Company exercised their right to redeem such shares (the “ 2024 Redemption ”) for a pro rata portion of

the funds held in the Trust Account.

As a result, approximately $ 35,956,676 (approximately $ 11.41 per share) was removed from the Trust

Account to pay such holders and approximately $ 17,962,587 remained in the Trust Account.

Following the 2024 Redemptions, the Company had

3,854,856 ordinary shares outstanding.

On December 21, 2023, the Company issued a promissory

note to Alphavest Holding LP, one of the Sponsors, 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.

Principal of this Extension Note may be drawn down from time to time prior to the Maturity

Date upon written request from the Company.

On April 15, 2024, the Company amended and restated the Extension Note to increase the principal

amount to $ 715,000 and extend the maturity date to the earlier of :

(i) September 12, 2024 or (ii) promptly after the date of the consummation

of the business combination.

On October 25, 2024, the Extension Note was further amended and restated to extend the maturity date to promptly

after the date the business combination is consummated.

On 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 (the “Extension Note 2”) 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.

On April 15, 2024, the Company amended and restated the

Extension Note to increase the principal amount to $ 715,000 and extend the maturity date to the earlier of :

(i) September 12, 2024 or

(ii) promptly after the date of the consummation of the business combination.

On October 25, 2024, the Extension Note was further amended and restated to extend the maturity date to promptly

after the date the business combination is consummated.

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

(the “Extension Note 2”) to cover expenses in connection with the extension of Business Combination Period.

this Extension Note 2 may be drawn down from time to time prior to the Maturity Date upon written request from the Company.

6, 2025, the promissory note was amended and restated to extend the maturity date to promptly after the date the business combination

is consummated.

On March 25, 2025, the promissory note was further amended to increase the principal amount to $ 935,000 .

of May 19, 2025, an aggregate of $ 935,000 was deposited into trust account and trust escrow account to extend the business

combination period to May 22, 2025.

Business Combination

August 11, 2023, the Company (at and after the Merger Effective Date, “PubCo”) entered into a business combination agreement

(the “Business Combination Agreement”) with AV Merger Sub, a Cayman Islands exempted company and a direct wholly owned subsidiary

of the Company (“Merger Sub”), and Wanshun Technology Industrial Group Limited, a Cayman Islands exempted company (“Wanshun”).

March 18, 2024, the Company delivered to Wanshun a Notice of Termination of Business Combination (the “Termination”), in

which the Business Combination Agreement was terminated pursuant to Section 8.1(e) of the Business Combination Agreement.

The termination

of the Business Combination Agreement is effective as of March 18, 2024.

additional information regarding the Transactions, the Business Combination Agreement, Notice of Termination of Business Combination

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

14, 2023, August 17, 2023 and March 25, 2024.

May 2, 2024, the Company issued a promissory note to AMC (defined below) (the “Extension Note 2”), pursuant to which the

Company could borrow an aggregate of $ 440,000

to cover expenses in connection with the extension of Business Combination Period.

On January 6, 2025, the promissory note was amended and

restated to extend the maturity date to promptly after the date the business combination is consummated.

On March 25, 2025, the promissory

note was further amended to increase the principal amount to $ 935,000 .

As of August 14, 2025, an aggregate of $ 1,100,000

was deposited into trust account and trust escrow account to extend the business combination period to August 22, 2025.

Proposed Business Combination

On August 11, 2023, the Company (at and after

the Merger Effective Date, “PubCo”) entered into a business combination agreement (the “Business Combination Agreement”)

with AV Merger Sub, a Cayman Islands exempted company and a direct wholly owned subsidiary of the Company (“Merger Sub”),

and Wanshun Technology Industrial Group Limited, a Cayman Islands exempted company (“Wanshun”).

On March 18, 2024, the Company delivered to Wanshun

a Notice of Termination of Business Combination (the “Termination”), in which the Business Combination Agreement was terminated

pursuant to Section 8.1(e) of the Business Combination Agreement.

The termination of the Business Combination Agreement is effective as

of March 18, 2024.

For additional information regarding the Transactions,

the Business Combination Agreement, Notice of Termination of Business Combination 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 14, 2023, August 17, 2023 and March 25, 2024.

On May 2, 2024, the Company

issued a promissory note to AMC (defined below) (the “Extension Note 2”), pursuant to which the Company could borrow an aggregate

of $ 440,000 to cover expenses in connection with the extension of Business Combination Period.

The Extension Note 2 bears no interest.

entire unpaid principal balance of this Note shall be payable on the earlier of:

The entire unpaid principal balance of this Note shall be payable on the earlier of:

(i) December 12, 2024 or (ii) promptly after the

date on which Maker consummates an initial business combination.

Upon receiving due notification by the Company of the closing of a

business combination, AMC shall convert the unpaid principal balance under Extension Note 2 into a number of shares of

non-transferable, non-redeemable, ordinary shares of the Company equal to:

(x) the principal amount of this Extension Note 2 being

converted, divided by (y) the conversion price of Ten Dollars ($ 10.00 ),

rounded up to the nearest whole number of shares, with such conversion to be effective immediately prior to the closing the such

business combination.

On January 6, 2025, the promissory note was amended and restated to extend the maturity date to promptly after

the date the business combination is consummated.

On March 25, 2025, the promissory note was further amended to increase the

principal amount to $ 935,000 .

As of March 31, 2025 and December 31, 2024, $ 660,000

and $ 440,000

were outstanding, respectively.

May 2, 2024, the Company issued a promissory note to AMC (the “Promissory Note 2”), pursuant to which the Company could borrow

up to an aggregate of $ 126,000 .

Upon receiving due notification by the Company of the closing of a business

combination, AMC shall convert the unpaid principal balance under Extension Note 2 into a number of shares of non-transferable, non-redeemable,

ordinary shares of the Company equal to:

(x) the principal amount of this Extension Note 2 being converted, divided by (y) the conversion

price of Ten Dollars ($ 10.00 ), rounded up to the nearest whole number of shares, with such conversion to be effective immediately prior

to the closing the such business combination.

On January 6, 2025, the promissory note was amended and restated to extend the maturity

date to promptly after the date the business combination is consummated.

On March 25, 2025, the promissory note was further amended to

increase the principal amount to $ 935,000 .

As of June 30, 2025 and December 31, 2024, $ 825,000 and $ 440,000 were outstanding, respectively.

On May 2, 2024, the Company

issued a promissory note to AMC (the “Promissory Note 2”), pursuant to which the Company could borrow up to an aggregate of

The Promissory Note 2 bears no interest.

The entire unpaid principal balance of this Promissory Note 2 shall be payable on the earlier

The entire unpaid principal balance of this Promissory Note 2 shall be payable on the

(i) December 12, 2024 or (ii) promptly after the date on which Maker consummates an initial business combination.

3 unchanged sentences

(x) the principal amount

of this Promissory Note 2 being converted, divided by (y) the conversion price of Ten Dollars ($ 10.00 ),

rounded up to the nearest whole number of shares, with such conversion to be effective immediately prior to the closing the such business

On January 6, 2025, the promissory note was amended and restated to extend the maturity date to promptly after the date

the business combination is consummated.

As of March 31, 2025 and December 31, 2024, $ 126,000

was outstanding.

August 16, 2024, the Company entered into a business combination agreement (the “Merger Agreement”) with AV Merger Sub, wholly

owned subsidiary of the Company (“Merger Sub”), and AMC Corporation, a Washington corporation (“AMC”).

terms and subject to the conditions of the Merger Agreement, an in accordance with applicable law, Merger Sub will merge with AMC, with

AMC surviving the merger as a wholly owned subsidiary of the Company.

October 11, 2024, the Company issued a third non-interest-bearing promissory note to AMC (the “Promissory 3”) pursuant

to which the Company could borrow up to an aggregate of $ 100,000

to cover the Company’s working capital requirements.

The promissory note is due and payable on the earlier of:

31, 2024, or (ii) promptly after the date on which the business combination is consummated.

On January 6, 2025, the promissory note

was amended and restated to (i) extend the maturity date to promptly after the date the business combination is consummated, and

(ii) increase the principal amount to $ 200,000 .

On April 13, 2025, the Company further amended and restated the promissory note to extend the principal amount of the note to $ 350,000 .

As of March 31, 2025 and December 31, 2024, $ 208,936

of this Promissory Note 2 being converted, divided by (y) the conversion price of Ten Dollars ($ 10.00 ), rounded up to the nearest whole

number of shares, with such conversion to be effective immediately prior to the closing the such business combination.

On January 6, 2025,

the promissory note was amended and restated to extend the maturity date to promptly after the date the business combination is consummated.

As of June 30, 2025 and December 31, 2024, $ 126,000 was outstanding.

On August 16, 2024, the

Company entered into a business combination agreement (the “Merger Agreement”) with AV Merger Sub, wholly owned subsidiary

of the Company (“Merger Sub”), and AMC Corporation, a Washington corporation (“AMC”).

Upon the terms and subject

to the conditions of the Merger Agreement, and in accordance with applicable law, Merger Sub will merge with AMC, with AMC surviving the

merger as a wholly owned subsidiary of the Company.

On June 25, 2025, the Company entered into an Amendment to the Merger Agreement, to (i) increase the enterprise value

from $ 175,000,000 to $ 180,000,000 and (ii) extend the termination date of the Merger Agreement to December 31, 2025.

On October 11, 2024,

the Company issued a third non-interest-bearing promissory note to AMC (the “Promissory 3”) pursuant to which the Company

could borrow up to an aggregate of $ 100,000 to cover the Company’s working capital requirements.

The promissory note is due and

payable on the earlier of:

(i) December 31, 2024, or (ii) promptly after the date on which the business combination is consummated.

January 6, 2025, the promissory note was amended and restated to (i) extend the maturity date to promptly after the date the business

combination is consummated, and (ii) increase the principal amount to $ 200,000 .

On April 13, 2025, the Company further amended and restated

the promissory note to extend the principal amount of the note to $ 350,000 .

As of June 30, 2025 and December 31, 2024, $ 272,743 and $ 57,449

were outstanding.

Concern Consideration and Management Liquidity Plans

of March 31, 2025, the Company had cash of $ 4,216 and working capital deficit of $ 2,089,118 .

Subsequent to the consummation of the IPO,

the Company expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant

transaction costs in pursuit of the consummation of a Business Combination.

The Company expects that it will need additional capital

to satisfy its needs for paying these costs.

Although certain of the Company’s initial shareholders or their affiliates may loan

the Company funds, there’s no guarantee that the Company will receive such funds.

connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management

believes that the Company will not have sufficient working capital to meet its needs through the earlier of the consummation of the initial

Business Combination or one year from the issuance date of this financial statements.

There is no assurance that the Company’s

plan to consummate a business combination will be successful.

If a Business Combination is not consummated by the relevant period, there

will be a mandatory liquidation and subsequent dissolution.

As a result, there is substantial doubt about the entity’s ability

to continue as a going concern within one year after the date that the financial statements are issued or are available to be issued.

The consolidated financial statement does not include any adjustments that might result from the outcome of the uncertainty.

Going Concern Consideration and Management

Liquidity Plans

As of June 30, 2025, the Company had cash of $ 4,216

and working capital deficit of $ 2,422,391 .

Subsequent to the consummation of the IPO, the Company expects to continue to incur significant

professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of

a Business Combination.

The Company expects that it will need additional capital to satisfy its needs for paying these costs.

certain of the Company’s initial shareholders or their affiliates may loan the Company funds, there’s no guarantee that the

Company will receive such funds.

In connection with the Company’s assessment

of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern,” management believes that the Company will not have sufficient

working capital to meet its needs through the earlier of the consummation of the initial Business Combination or one year from the issuance

date of this financial statements.

There is no assurance that the Company’s plan to consummate a business combination will be successful.

If a Business Combination is not consummated by the relevant period, there will be a mandatory liquidation and subsequent dissolution.

As a result, there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date

that the financial statements are issued or are available to be issued.

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

unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United

States of America (“U.S.

The unaudited consolidated financial

statements have been prepared in accordance with accounting principles generally accepted in the United States of America

GAAP”) and the requirements of the U.S.

Securities and Exchange Commission (“SEC”) for

interim reporting.

Securities and Exchange Commission (“SEC”) for interim

As permitted under those rules, certain footnotes or other financial information that are normally required by U.S.

GAAP can be condensed or omitted.

These unaudited consolidated financial statements have been prepared on the same basis as the Company’s

annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments,

which are necessary for the fair statement of the Company’s financial information.

These interim results are not necessarily indicative

of the results to be expected for the fiscal year ending December 31, 2025, or for any other interim period or for any other future year.

Principles of Consolidation

can be condensed or omitted and should be read in conjunction with the Company’s latest annual financial statements.

These unaudited consolidated financial statements have been prepared on the same basis as the

Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal

recurring adjustments, which are necessary for the fair statement of the Company’s financial information.

These interim

results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2025, or for any other

interim period or for any other future year.

of Consolidation

The unaudited consolidated financial statements

2 unchanged sentences

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities

Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take

advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging

growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic

reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and

shareholder approval of any golden parachute payments not previously approved.

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart

Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited

to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

preparation of the unaudited consolidated financial statement in conformity with US GAAP requires the Company’s management to

make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the consolidated financial statement.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the consolidated financial statement, which management considered

in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results

could differ significantly from those estimates.

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not

have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply

to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended

transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of the Company’s financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

Use of Estimates

The preparation of the

unaudited consolidated financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated

financial statement.

Making estimates requires

management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation

or set of circumstances that existed at the date of the consolidated financial statement, which management considered in formulating its

estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly

from those estimates.

and cash equivalents

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

The Company had a cash balance of $ 4,216 and $ 4,215 as of March 31, 2025 and December 31, 2024, respectively.

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

had a cash balance of $ 4,216 and $ 4,215 as of June 30, 2025 and December 31, 2024, respectively.

Held in Trust Account

Company’s portfolio of investments held in the trust account is comprised of investments only in U.S.

government securities with

a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which

invest only in direct U.S.

The Company’s

portfolio of investments held in the trust account is comprised of investments only in U.S.

government securities with a maturity of 185

days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in

government treasury obligations.

The Company’s investments held in the trust account are classified

as trading securities.

The Company’s investments held in the trust account are classified as trading securities.

Trading securities are presented on the balance sheet at fair value at the end of each reporting period.

and losses resulting from the change in fair value of investments held in trust account are included in interest earned on marketable

securities held in trust account in the accompanying statements of operations.

The estimated fair value of investments held in the trust

account is determined using available market information.

As of March 31, 2025 and December 31, 2024, the trust account had balance of

$ 18,407,880 and $ 18,000,701 , respectively.

The interest earned from the trust account totaled $ 187,179 and $ 678,480 for three months

ended March 31, 2025 and 2024, respectively, which were fully reinvested into the trust account as earned and unrealized gain on investments

and therefore presented as an adjustment to the operating activities in the Statement of Cash Flows.

Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred

tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial

statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are

measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to

be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period

that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected

to be realized.

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be

sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits

as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2025

and December 31, 2024.

The Company is currently not aware of any issues under review that could result in significant payments, accruals

or material deviation from its position.

is currently no taxation imposed on income by the Government of the Cayman Islands.

In accordance with Cayman income tax regulations,

income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s consolidated financial

Gains and losses resulting from

the change in fair value of investments held in trust account are included in interest earned on marketable securities held in trust account

in the accompanying statements of operations.

The estimated fair value of investments held in the trust account is determined using available

market information.

As of June 30, 2025 and December 31, 2024, the trust account had balance of $ 18,764,521 and $ 18,000,701 , respectively.

The interest earned from the trust account totaled $ 191,641 and $ 530,141 for three months ended June 30, 2025 and 2024, respectively,

and $ 378,820 and $ 1,208,621 for six months ended June 30, 2025 and 2024, respectively, which

were fully reinvested into the trust account as earned and unrealized gain on investments and therefore presented as an adjustment to

the operating activities in the Consolidated Statement of Cash Flows.

The Company follows the asset and liability method

of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for

the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets

and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply

to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax

assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances

are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and

a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of June 30, 2025 and December 31, 2024.

The Company is currently not

aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income

by the Government of the Cayman Islands.

In accordance with Cayman income tax regulations, income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s consolidated financial statement.

Income (Loss) per Ordinary Shares

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share.

The consolidated statements of

operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class

method of income per share.

In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable

shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares

and the undistributed income (loss) is calculated using the total net loss less any dividends paid.

The consolidated statements of operations

include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method

of income per share.

In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares,

the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares 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.

As of March 31, 2025, the Company did not have any dilutive securities and other contracts that could,

As of June 30, 2025, the Company did not have any dilutive securities and other contracts that could,

potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

1 unchanged sentence

(loss) per share is the same as basic income (loss) per share for the period presented.

net income (loss) per share presented in the statements of operations is based on the following:

income (loss) per share presented in the statements of operations is based on the following:

OF NET INCOME (LOSS) PER SHARE

Three Months Ended

Six Months Ended

Accretion of temporary equity into redemption value (interest earned)

( 1,116,305 )

Accretion of temporary equity into redemption value (extension deposit)

Net loss including accretion of equity into redemption value

$ ( 333,273 )

$ ( 257,395 )

$ ( 731,756 )

$ ( 549,318 )

For Three Months Ended

June 30, 2025

For Six Months Ended

June 30, 2025

For Three Months Ended

June 30, 2024

For Six Months Ended

June 30, 2024

Non-Redeemable

Three Months Ended

Non-Redeemable

Basic and diluted net income/(loss)

Basic and diluted net income (loss) per share:

Weighted-average shares outstanding

Ownership percentage

Allocation of net loss including accretion

of temporary equity

$ ( 140,281 )

$ ( 203,201 )

$ ( 196,904 )

Interest earned on investment held in trust

Accretion of temporary

equity into redemption value (extension deposit)

Allocation of net loss including accretion of temporary equity

Interest earned on investment held in trust account

Accretion of temporary equity into redemption value (extension deposit)

Allocation of net income (loss)

$ ( 203,201 )

Denominators:

Weighted-average shares outstanding

Basic and diluted net

income/(loss) per share

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on these accounts

and management believes the Company is not exposed to significant risks on such accounts.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value

Measurement ,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Basic and diluted net income (loss) per share

Concentration of

Financial instruments

that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times,

may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on these accounts and management

believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial

The fair value of the

Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement ,”

approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Shares Subject to Possible Redemption

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing

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.

Accordingly, at March 31, 2025 and December

31, 2024 , the ordinary shares subject to possible redemption in the amount of $ 18,407,880 and $ 18,000,701 ,

respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

March 31, 2025, the ordinary shares reflected in the balance sheets are reconciled in the following table:

Accordingly, at June 30, 2025 and December 31, 2024 ,

the ordinary shares subject to possible redemption in the amount of $ 18,764,521 and $ 18,000,701 , respectively, are presented as temporary

equity, outside of the shareholders’ equity section of the Company’s balance sheet.

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

shares subject to possible redemption at December 31, 2024

Accretion for ordinary shares subject to

redemption (income earned on investment held in trust account)

Accretion for ordinary

shares subject to redemption (extension deposit)

shares subject to possible redemption at March 31, 2025

Promissory Note

Company adopted the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own

Equity (Subtopic 815-40) (“ASU 2020-06”) and accounts for its convertible promissory notes as debt (liability) on the balance

The Company’s assessment of the embedded conversion feature (see Note 1 - Organization and Business Operations) considers

the derivative scope exception guidance under ASC 815 pertaining to equity classification of contracts in an entity’s own equity.

The conversion feature of these promissory notes meets the definition of a derivative instrument.

However, bifurcation of conversion

feature from the debt host is not required because the conversion feature meets ASC 815 scope exception, as the promissory notes are

convertible in shares of the Company’s common stock which is considered indexed to the Company’s own stock and classified

in stockholders’ equity.

Accounting Standards

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Ordinary shares subject to possible redemption at December 31, 2024

Accretion for ordinary shares subject to redemption (income earned on investment held in trust account)

Accretion for ordinary shares subject to redemption (extension deposit)

Ordinary shares subject to possible redemption at March 31, 2025

Accretion for ordinary shares subject to redemption (income earned on investment held in trust account)

Accretion for ordinary shares subject to redemption (extension deposit)

Ordinary shares subject to possible redemption at June 30, 2025

Convertible Promissory

The Company adopted the

Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt

with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40)

(“ASU 2020-06”) and accounts for its convertible promissory notes as debt (liability) on the balance sheet.

The Company’s

assessment of the embedded conversion feature (see Note 1 - Organization and Business Operations) considers the derivative scope exception

guidance under ASC 815 pertaining to equity classification of contracts in an entity’s own equity.

The conversion feature of these

promissory notes meets the definition of a derivative instrument.

However, bifurcation of conversion feature from the debt host is not

required because the conversion feature meets ASC 815 scope exception, as the promissory notes are convertible in shares of the Company’s

common stock which is considered indexed to the Company’s own stock and classified in stockholders’ equity.

Recent Accounting

In November 2023, the

FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments

in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief

operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported

measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation

of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and

entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing

segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within

fiscal years beginning after December 15, 2024, with early adoption permitted.

This was effective for the Company during three months

ended March 31, 2025, and did not have a material impact to the financial statements.

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on the Company’s financial statements.

The amendments in this ASU require

disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer

decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment

profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses

the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities

will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable

segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December

15, 2024, with early adoption permitted.

This was effective for the Company during three and six months ended June 30, 2025, and did not

have a material impact to the financial statements.

Management does not believe

that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s

financial statements.

3 — INITIAL PUBLIC OFFERING

9 unchanged sentences

See Note 1 for further details.

4 — PRIVATE PLACEMENTS

Simultaneously

with the closing of the IPO, the Company consummated the private sale of 390,000 Private Placement Units.

Each Unit consists of one share

of ordinary shares and one right to receive one-tenth (1/10) of one share of Ordinary shares upon the consummation of the Company’s

initial business combination (“Private Right”).

The proceeds from the sale of the Private Placement Units were added to the

net proceeds from the IPO held in the trust account.

If the Company does not complete a Business Combination within the Combination Period,

the proceeds from the sale of the Private Placement Units held in the trust account will be used to fund the redemption of the Public

Shares (subject to the requirements of applicable law).

The Private Placement Units (including the underlying securities) will not be

transferable, assignable, or salable until the completion of a Business Combination, subject to certain exceptions.

connection with EBC’s full exercise of their over-allotment option, the Company also consummated the sale of an additional 40,500

Private Units at $ 10.00 per Private Unit, generating total proceeds of $ 405,000 .

4 — RELATED PARTIES

February 7, 2022, the sponsor received 1,725,000 of the Company’s ordinary shares in exchange for $ 25,000 paid for deferred offering

costs borne by the founder.

Up to 225,000 of such founder shares are subject to forfeiture to the extent that EBC’s over-allotment

is not exercised in full.

As a result of EBC’s election to fully exercise their over-allotment option on December 29, 2022, no

founder shares are currently subject to forfeiture.

April 18, 2023, AlphaVest Holding LP, one of our sponsors, transferred an aggregate of 1,035,000 founder shares to Peace Capital Limited,

our other sponsor.

Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur

(A) six months after the completion of the initial Business Combination and (B) the date on which we complete a liquidation, merger,

share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public

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

of March 31, 2025 and December 31, 2024, the amounts due to related parties were $ 568,163 and $ 516,883 ,

respectively, which is expected to be settled upon the consummation of the business combination.

7, 2022, the sponsor received 1,725,000 of the Company’s ordinary shares in exchange for $ 25,000 paid for deferred offering costs

borne by the founder.

Up to 225,000 of such founder shares are subject to forfeiture to the extent that EBC’s over-allotment is

not exercised in full.

As a result of EBC’s election to fully exercise their over-allotment option on December 29, 2022, no founder

shares are currently subject to forfeiture.

18, 2023, AlphaVest Holding LP, one of our sponsors, transferred an aggregate of 1,035,000 founder shares to Peace Capital Limited, our

other sponsor.

have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

six months after the completion of the initial Business Combination and (B) the date on which we complete a liquidation, merger, share

exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders

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

As of June 30, 2025 and

December 31, 2024, the amounts due to related parties were $ 571,948 and $ 516,883 , respectively, which is expected to be settled upon the

consummation of the business combination.

Administrative

Services Agreement

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

for office space, utilities and secretarial and administrative support.

Upon completion of the Initial Business Combination or the Company’s

liquidation, the Company will cease paying these monthly fees.

For three months ended March 31, 2025 and 2024, the Company incurred $ 30,000

in fees for these services.

Commencing 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 for office space, utilities and secretarial

and administrative support.

Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease

paying these monthly fees.

For three months ended June 30, 2025 and 2024, the Company incurred $ 30,000 in fees respectively for these

For six months ended June 30, 2025 and 2024, the Company incurred $ 60,000 in fees respectively for these services.

Notes — Related Party

June 3, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which

the Company could borrow up to an aggregate of $ 150,000

to cover expenses related to the IPO.

On April 11, 2024, the Company amended and restated the Promissory Note with AlphaVest Holding

LP to extend the maturity date to the earlier of :

(i) September 12, 2024 or (ii) promptly after the date of the consummation of the

business combination.

3, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company

could borrow up to an aggregate of $ 150,000 to cover expenses related to the IPO.

On April 11, 2024, the Company amended and restated

the Promissory Note with AlphaVest Holding LP to extend the maturity date to the earlier of :

(i) September 12, 2024 or (ii) promptly

after the date of the consummation of the business combination.

The Promissory Note expired on September 12, 2024.

As of March 31, 2025 and December 31, 2024, $ 0

was outstanding.

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.

The Extension Note

is unsecured, interest-free and payable on the earlier of:

(i) March 22, 2024 or (ii) promptly after the date on which the Company consummates

a Business Combination (such earlier date, the “Maturity Date”).

The Company may request, from time to time, up to $ 715,000

in drawdowns under this

As of June 30, 2025

and December 31, 2024, $ 0 was outstanding.

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.

The Extension Note is unsecured, interest-free

and payable on the earlier of:

(i) March 22, 2024 or (ii) promptly after the date on which the Company consummates a Business Combination

(such earlier date, the “Maturity Date”).

The Company may request, from time to time, up to $ 715,000 in drawdowns under this

Extension Note to be used for extension payments related to the Company’s Business Combination.

1 unchanged sentence

may be drawn down from time to time prior to the Maturity Date upon written request from the Company.

On April 15, 2024, the Company

amended and restated the Extension Note with AlphaVest Holding LP to increase the principal amount to $ 715,000

extend the maturity

date to the earlier of :

On April 15, 2024, the Company amended

and restated the Extension Note with AlphaVest Holding LP to increase the principal amount to $ 715,000 extend the maturity date to the

(i) September 12, 2024 or (ii) promptly after the date of the consummation of the business combination.

of March 31, 2025 and December 31, 2024, $ 220,000

was outstanding.

March 12, 2024, the Company issued a promissory note to TenX Global Capital LP (the “Promissory Note 1”), pursuant to

which the Company could borrow up to an aggregate of $ 400,000 .

30, 2025 and December 31, 2024, $ 220,000 was outstanding.

On March 12, 2024, the Company issued a promissory

note to TenX Global Capital LP (the “Promissory Note 1”), pursuant to which the Company could borrow up to an aggregate of

The entire unpaid principal balance of this Note shall be payable on the earlier of:

(i) September 12, 2024 (six (6) months from the

issuing of this Note) or (ii) promptly after the date on which Maker consummates an initial business combination (a “Business

Combination”) (such earlier date, the “Maturity Date”) (as described in its initial public offering prospectus

dated December 19, 2022 (the “Prospectus”)).

On January 6, 2025, the promissory note was further amended and restated to

extend the maturity date to promptly after the date the business combination is consummated.

As of March 31, 2025 and December 31,

2024, $ 338,326 and $ 287,046

were outstanding respectively.

February 22, 2025 and 2024, the Company agreed to pay TenX Global Capital LP for website service.

For three months ended March 31, 2025

and 2024, the Company incurred $ 307 and $ 157 in fees for these services, respectively.

6 — Commitments and Contingenc ies

holders of the Founder Shares, ordinary shares issued to EBC, Private Placement Units and Units that may be issued upon conversion of

Working Capital Loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement

signed prior to or on the effective date of Proposed Public Offering requiring the Company to register such securities for resale.

holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company

In addition, the holders have certain “piggy-back” registration rights with respect to registration

statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities

pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will not be required

to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are

released from their lock-up restrictions.

The Company will bear the expenses incurred in connection with the filing of any such registration

Company and EBC signed an engagement letter which was amended on September 15, 2022, pursuant to which, the Company will grant EBC 45-day

option from the date of Proposed Public Offering to purchase up to 900,000 additional Units to cover over-allotments, if any, at the

Proposed Public Offering price less the underwriting discounts and commissions.

(i) September 12, 2024 (six (6) months

from the issuing of this Note) or (ii) promptly after the date on which Maker consummates an initial business combination (a “Business

Combination”) (such earlier date, the “Maturity Date”) (as described in its initial public offering prospectus dated

December 19, 2022 (the “Prospectus”)).

On January 6, 2025, the promissory note was further amended and restated to extend

the maturity date to promptly after the date the business combination is consummated.

As of June 30, 2025 and December 31, 2024, $ 338,326

and $ 287,046 were outstanding respectively.

22, 2025 and 2024, the Company agreed to pay TenX Global Capital LP for website service.

For three months ended June 30, 2025 and 2024,

the Company incurred $ 102 and $ 134 in fees for these services, respectively.

For six months ended June 30, 2025 and 2024, the Company

incurred $ 409 and $ 291 in fees for these services, respectively.

5 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, ordinary shares

issued to EBC, Private Placement Units and Units that may be issued upon conversion of Working Capital Loans (and all underlying securities)

will be entitled to registration rights pursuant to a registration rights agreement signed prior to or on the effective date of Proposed

Public Offering requiring the Company to register such securities for resale.

The holders of these securities will be entitled to make

up to three demands, excluding short form registration demands, that the Company register such securities.

In addition, the holders have

certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business

Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration

statement to become effective until the securities covered thereby are released from their lock-up restrictions.

The Company will bear

the expenses incurred in connection with the filing of any such registration statements.

and EBC signed an engagement letter which was amended on September 15, 2022, pursuant to which, the Company will grant EBC 45-day option

from the date of Proposed Public Offering to purchase up to 900,000 additional Units to cover over-allotments, if any, at the Proposed

Public Offering price less the underwriting discounts and commissions.

On December 29, 2022, EBC fully exercised the over-allotment.

EBC was paid a cash underwriting discount of $ 1,725,000 in the aggregate.

Combination Marketing Agreement

Company has engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders

to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors

that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and

public filings in connection with the Business Combination.

The Company will pay EBC a cash fee for such services upon the consummation

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.

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

if it introduces the Company to the target business with whom it completes an initial Business Combination.

was paid a cash underwriting discount of $ 1,725,000 in the aggregate.

Business Combination Marketing Agreement

The Company has engaged EBC as an advisor in connection

with its Business Combination to assist in holding meetings with the Company stockholders to discuss the potential Business Combination

and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities

in connection with its initial Business Combination and assist with press releases and public filings in connection with the Business

The Company will pay EBC a cash fee for such services upon the consummation 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.

In addition, 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 if it introduces the Company to the target business

with whom it completes an initial Business Combination.

6 – SHAREHOLDERS’ EQUITY

Shares — The Company is authorized to issue 2,000,000 preference shares with a par value of $ 0.0001 per share with such

designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of March 31, 2024, there were no shares of preference shares issued or outstanding.

Shares — The Company is authorized to issue 200,000,000 ordinary shares with a par value of $ 0.0001 per share Holders of

ordinary shares are entitled to one vote for each share .

February 7, 2022, the Sponsor received 1,725,000 shares of the Company’s ordinary

shares in exchange for $ 25,000 paid for deferred offering costs borne by the Founder.

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

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

ordinary shares after the Public Offering (excluding Private Shares)

July 11, 2022, EBC received an aggregate of 125,000 ordinary shares (“EBC Founder Shares”) for an aggregate purchase price

of $ 1,750 , or approximately $ 0.014 per share.

The Company estimated the fair value of the EBC founder shares to be $ 1,812 based upon

the price of the founder shares issued to the Sponsor.

The holders of the EBC founder shares have agreed not to transfer, assign or sell

any such shares until the completion of a Business Combination.

In addition, the holders have agreed (i) to waive their conversion rights

(or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination

and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if the Company fails to

complete a Business Combination within the Combination Period.

December 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 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.

December 29, 2022, as a result of the EBC’s election to fully exercise their over-allotment option, the Sponsor and EBC received

additional 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 price of $ 10.00 per unit.

of March 31, 2025 and December 31, 2024, there were 2,280,500 ordinary shares issued and outstanding, excluding 1,574,356 ordinary

shares subject to possible redemption which are presented as temporary equity as of March 31, 2025

and December 31, 2024.

— Except in cases where the Company is not the surviving company in a business combination, each holder of a right will

automatically receive one-tenth (1/10) of one share of ordinary shares upon consummation of a Business Combination.

The Company will

not issue fractional shares in connection with an exchange of rights.

Fractional shares will either be rounded down to the nearest whole

share or otherwise addressed in accordance with the applicable provisions of Cayman law.

In the event the Company is not the surviving

company upon completion of the Business Combination, 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 ordinary shares underlying each right upon consummation of the Business Combination.

If the Company is unable to complete a Business Combination within the required time period and the Company redeems the public shares

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

Preference Shares

— The Company is authorized to issue 2,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting

and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of June 30, 2025,

there were no shares of preference shares issued or outstanding.

Ordinary Shares

— The Company is authorized to issue 200,000,000 ordinary shares with a par value of $ 0.0001 per share Holders of ordinary shares

are entitled to one vote for each share .

7, 2022, the Sponsor received 1,725,000 shares of the Company’s ordinary shares in

exchange for $ 25,000 paid for deferred offering costs borne by the Founder.

Out of the 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 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 ordinary shares

after the Public Offering (excluding Private Shares)

11, 2022, EBC received an aggregate of 125,000 ordinary shares (“EBC Founder Shares”) for an aggregate purchase price of $ 1,750 ,

or approximately $ 0.014 per share.

The Company estimated the fair value of the EBC founder shares to be $ 1,812 based upon the price of

the founder shares issued to the Sponsor.

The holders of the EBC founder shares have agreed not to transfer, assign or sell any such shares

until the completion of a Business Combination.

In addition, the holders have agreed (i) to waive their conversion rights (or right to

participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive

their rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete a Business

Combination within the Combination Period.

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

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.

29, 2022, as a result of the EBC’s election to fully exercise their over-allotment option, the Sponsor and EBC received additional

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

price of $ 10.00 per unit.

30, 2025 and December 31, 2024, there were 2,280,500 ordinary shares issued and outstanding, excluding 1,574,356 ordinary shares

subject to possible redemption which are presented as temporary equity as of June 30, 2025 and December

Rights — Except in cases where

the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10)

of one share of ordinary shares upon consummation of a Business Combination.

The Company will not issue fractional shares in connection

with an exchange of rights.

Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance

with the applicable provisions of Cayman law.

In the event the Company is not the surviving company upon completion of the Business Combination,

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

ordinary shares underlying each right upon consummation of the Business Combination.

If the Company is unable to complete a Business Combination

within the required time period and the Company redeems the public shares 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 worthless.

7 — FAIR VALUE MEASUREMENTS

Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each

reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which

transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets

or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31,

2025 and December 31, 2024.

and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair

The Company follows the

guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period

and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the

Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received

in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between

market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks

to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs

(internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to

classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets

for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability

occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than

Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices

for identical assets or liabilities in markets that are not active.

Unobservable inputs based on

our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about

the Company’s assets that are measured at fair value on a recurring basis at June 30, 2025 and December 31, 2024.

and indicates

the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

March 31, 2025

Marketable securities held in the

trust account

Trading Securities

June 30, 2025

Marketable securities held in the trust account

December 31, 2024

Marketable securities held in the trust account

9 — SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the financial statements.

NOTE 8 — SUBSEQUENT EVENTS

evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure 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.

What changed 10-Q

Item 1. Financial Statements