StoneBridge Acquisition II Corp 10-K

Item 9A. Controls And Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, we are required to apply judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Annual Report on Internal Control Over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 78 PART III Item 10. Directors, Executive Officers and Corporate Governance The following table sets forth information for our executive officers and directors, their ages, and their position(s) with us. Name Age Position Bhargav Marepally 54 Chief Executive Officer and Director Prabhu Antony 47 President, Chief Financial Officer and Director Richard Saldanha 82 Independent Director Roshan Boodhoo 39 Independent Director Joel Huffman 38 Independent Director Mahboob Subuhani Mohamed Mohideen 38 Independent Director The biographical description of each individual below includes the specific experience, qualifications, attributes and skills that we considered in making a conclusion as to whether such person should serve as a member of our board of directors. Bhargav Marepally has served as our Chief Executive Officer and a member of our board of directors since our inception. Mr. Marepally also served as the Chief Executive Officer and a member of the board of StoneBridge Acquisition I Corporation, a prior SPAC, from February 2021 through StoneBridge Acquisition I Corporation’s initial business combination with DigiAsia Corp., or DigiAsia, an embedded Fintech as a service companies in Indonesia. Mr. Marepally, is the Chief Executive Officer and Founder of GSS Infotech, and comes with over 20 years of experience in the information technology services industry. GSS made it to the “Forbes’ list of Asia’s 200 Best Under $1 Billion” in 2009. Mr. Marepally led an acquisition led growth strategy that included buyouts of ATEC, Infospectrum and System Dynamix. He is a serial entrepreneur with stakes in several services firms across four continents serving several fortune 500 clients. He holds a double Master’s degree from Birla Institute of Technology and Science, Pilani. He is a member of many technology and management associations worldwide. Prabhu Antony has served as our President and a member of our board of directors since our inception, and as our Chief Financial Officer since August 2025. Mr. Anthony also served as President and a member of the board of directors of StoneBridge Acquisition I Corporation from February 2021 through StoneBridge Acquisition I Corporation’s initial business combination with DigiAsia. Mr. Antony is co-founder at Sett & Lucas Inc, a Hong Kong headquartered financial institution that specializes in cross border mergers and acquisitions, or M&A. As an M&A advisor, he has won several awards from the M&A Advisor Forum, the global thought leader in M&A. In 2016, he was awarded Investment Banker of the Year among 650 participating financial institutions in the United States. In 2017 the acquisition of Starpoint by Day & Zimmerman won the M&A deal of the Year ($50.0 million – $75.0 million), and Mr. Antony was the deal lead at Sett & Lucas who advised Starpoint. In 2014 he was awarded the 5th Annual 40 Under 40 M&A Advisor Recognition (the dealmaker category). Mr. Antony is also the fund manager at Linus Ventures, a family office fund that manages secondary market and pre-initial public offering investments. He has had several notable investments and eventual exits, which include secondary market pre-initial public offering investments into DocuSign and Palantir, both of which exited through initial public offerings, a late stage investment into Meetup, which exited through acquisition by WeWork, and an early stage investment in Supr Daily, which exited through an acquisition by Swiggy, an Asian food delivery unicorn. He holds a bachelor’s degree in electronics and instrumentation engineering, a Master’s in business administration and a post graduate diploma in international business. Mr. Antony is an alumnus of the Wharton School of Finance of the University of Pennsylvania and Anna University in India. 79 Richard Saldanha has served as a member of our board of directors since September 30, 2025. Mr. Saldanha served as a member of the board of directors of StoneBridge Acquisition I Corporation from July 2021 through StoneBridge Acquisition I Corporation’s initial business combination with DigiAsia. Mr. Saldanha’s career spans over 50 years across a gamut of leadership functions that ranged from manufacturing and planning to corporate development and general management. He has been a board member since the mid 1980’s on several boards of directors nationally and internationally. He served as an executive director of Blackstone India and was responsible for operational excellence of portfolio companies. He also served on the board of the Times Group, a leading Indian media and publishing conglomerate, as an executive director to help build organizational capability, culture and competitiveness. He also served at the board level as Chairman with Trans Maldivian Airways (awarded the “World’s Leading Seaplane Operator” by the Word Travel Awards for four consecutive years from 2017 to 2020). A graduate Mechanical Engineer, he served Hindustan Lever & Unilever plc with distinction for 30 years. He spent almost 10 years in Latin America, and rose to be a Chairman and Chief Executive Officer of Unilever Peru and a member of the Unilever Latin America Board. He returned to India as Managing Director of Haldia Petrochemicals Ltd. Mr. Saldanha is actively involved with non-governmental organizational and corporate social responsibility initiatives. Dr. Roshan Boodhoo has served as a member of our board of directors since September 30, 2025. Dr. Boodhoo is a seasoned professional, with nearly two decades of experience in the banking and financial services sector. Dr. Boodhoo is currently a consultant on banking and financial services matters, in which role he assists a variety of clients, including companies and regulatory bodies in various emerging jurisdictions, in improving their banking and financial frameworks and ensuring compliance with the Financial Action Task Force. Dr. Boodhoo previously served as the Chief Executive of the Financial Services Commission of Mauritius, or the FSC, from June 2024 to December 2024. The FSC is the integrated regulator for the non-bank financial services sector and global business in Mauritius. In such capacity, Dr. Boodhoo was responsible for the execution of the policy of the board of the FSC and for the control and management of the day-to-day business of the FSC. Prior to joining the FSC, Dr. Boodhoo was the Deputy Group Chief Executive Officer of the SBM Group, the second largest banking group in Mauritius, from March 2021 to June 2024. Prior to joining SBM Group, from June 2009 to March 2021, Dr. Boodhoo was the Group Chief Executive Officer of Alliance Financial Services Ltd, an offshore management company in Mauritius. From May 2016 to March 2021, Dr. Boodhoo served as a Director (2016-2020) and a Regional Council Member (2020-2021), representing Africa on the Europe, Middle East and Africa Board of PrimeGlobal, an association of advisory and accounting firms. Dr. Boodhoo began his career at Barclays Bank. In April 2025, Dr. Boodhoo received a “Leadership in Financial Compliance and Governance” award for his contributions to financial integrity and governance in the field of Banking and Financial Services in Africa, at an award ceremony jointly held by World One Global and World Law Alliance in Singapore. Dr. Boodhoo holds a BSc (Hons) in Banking and International Finance from the University of Technology Mauritius, a Master of Arts in Finance and Investment from the Nottingham University Business School of the University of Nottingham, and a Doctorate in Management from the Institute of Business Management, India. Joel Huffman has served as a member of our board of directors since September 30, 2025. Mr. Huffman is Co-Founder, Chief Executive Office, and Chairman of the Board of Directors of Arabius, a linguistics technology company founded and based in Saudi Arabia. Mr. Huffman’s background includes asset management in the oil and gas industry in Texas, a decade of finance, strategy, growth, and international management in the health and fitness industry, and launching and growing three companies in Saudi Arabia since moving to Riyadh in 2017. Mr. Huffman founded and chaired the American Chamber of Commerce Saudi Arabia’s Innovation & Entrepreneurship Initiative, working directly with the U.S. Embassy (Riyadh) and the Saudi entrepreneurial ecosystem (that is, entrepreneurs, venture capitalists, family offices, incubators, accelerators, universities, Ministry of Investment, and Monsha’at (Saudi’s Small and Medium Enterprises General Authority)) to create and foster bilateral relations and drive growth for the Saudi entrepreneurial ecosystem. Mr. Huffman served in the US Marine Corps (Infantry) from 2013 through 2017, completing three overseas deployments and earning awards for extensive joint training and combat missions. Mr. Huffman graduated summa cum laude with a BBA in Finance from Texas Christian University in Fort Worth, Texas. 80 Mahboob Subuhani Mohamed Mohideen has served as a member of our board of directors since February 2, 2026. Mr. Mohideen is a senior technology and strategy executive with extensive experience in corporate leadership, digital transformation, and cross-border business growth across the Middle East, Europe and Asia. He has held advisory and board-level positions supporting government entities, family offices, and multinational enterprises in a variety of areas, including quantum computing, AI, AI-driven platforms and AGI technology, enterprise technology, digitalization, fintech and blockchain. Mr. Mohideen’s industry background spans telecommunications, healthcare, education, aviation, tourism, smart security, and large-scale automation programs in the United Arab Emirates and the Gulf Cooperation Council (GCC) region. Family Relationships There are no family relationships among any of our executive officers and directors. Number and Terms of Office of Officers and Directors Our board of directors consists of six members. Prior to the closing of our initial business combination, only holders of our Class B Ordinary Shares will be entitled to vote on the appointment and removal of directors. Holders of our public shares will not be entitled to vote on the appointment and removal of directors during such time. This provision of our Amended and Restated Memorandum and Articles of Association relating to this right of holders of Class B Ordinary Shares may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of each of our directors will expire at our first annual general meeting. We may not hold an annual meeting of shareholders until after we consummate our initial business combination. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Memorandum and Articles of Association. Director Independence Nasdaq rules require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors has determined that Richard Saldanha, Roshan Boodhoo, Joel Huffman and Mahboob Subuhani Mohamed Mohideen are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Committees of the Board of Directors Our board of directors has established two standing committees: an audit committee and a compensation committee. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter approved by our board and has the composition and responsibilities described below. 81 Audit Committee Our board of directors has established an audit committee of the board of directors. Roshan Boodhoo, Richard Saldanha and Joel Huffman serve as the members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Roshan Boodhoo, Richard Saldanha and Joel Huffman are each independent. Roshan Boodhoo serves as the Chair of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Roshan Boodhoo qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted an audit committee charter, a copy of which is filed as Exhibit 99.1 to this Annual Report, which details the principal functions of the audit committee, including: ● assisting board oversight of (i) the quality and integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our independent registered public accounting firm’s qualifications and independence, and (iv) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● maintaining, through regularly scheduled meetings, a line of communication between our board of directors and our financial management, internal auditors and our independent registered public accounting firm; ● preparing the report to be included in our annual proxy statement, as required by SEC rules; ● reviewing and discussing our annual audited financial statements and our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with management and our independent registered public accounting firm; ● reviewing and discussing our quarterly financial statements our disclosures provided in periodic quarterly reports including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with management, the senior internal auditing executive and our independent registered public accounting firm; ● overseeing our external and internal audit coverage; ● reviewing, with our independent registered public accounting firm and senior internal auditing executive, the adequacy of our internal controls, and any significant findings and recommendations with respect to such controls; ● resolving any differences in financial reporting between management and our independent registered public accounting firm; ● establishing procedures for (i) the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; ● discussing policies and guidelines to govern the process by which risk assessment and risk management is undertaken; ● reviewing and approving all related party transactions; 82 ● monitoring compliance, on a regularly scheduled basis, with the terms of our IPO and, if any noncompliance is identified, promptly taking all action necessary to rectify such noncompliance or otherwise cause us to come into compliance with the terms of our IPO; ● determining the compensation and oversight of the work of our independent registered public accounting firm (including resolution of disagreements between management and our independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; and ● reviewing and approving all reimbursements and payments made to our sponsor, or our officers or directors and their and our respective affiliates. Compensation Committee Our board of directors has established a compensation committee of our board of directors. The members of our compensation committee are Roshan Boodhoo and Joel Huffman. Joel Huffman serves as chair of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Roshan Boodhoo and Joel Huffman are each independent. We have adopted a compensation committee charter, a copy of which is filed as Exhibit 99.2 to this Annual Report, which details the principal functions of the compensation committee, including: ● determining, in executive session at which our Chief Executive Officer is not present, the compensation for our Chief Executive Officer; ● reviewing and determining the compensation of our executive officers other than our Chief Executive Officer based upon the recommendation of our Chief Executive Officer and such other customary factors that the committee deems necessary or appropriate; ● recommending awards and/or bonuses to be granted to our executive officers; ● reviewing and evaluating the performance of our Chief Executive Officer and our other executive officers; ● reviewing and approving the design of other benefit plans pertaining to executives and employees of the Company; ● preparing and approving such reports on compensation as are necessary for filing with the SEC and other government bodies; ● reviewing, recommending to our board of directors, and administering all plans that require “disinterested administration” under Rule 16b-3 under the Exchange Act; ● reviewing and recommending to our board of directors the adoption of or changes to the compensation of our independent directors; ● establishing, approving, modifying and overseeing our compensation clawback or similar policies; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; and ● reviewing the form, terms and provisions of employment and similar agreements with our executive officers and any amendments thereto. 83 Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Roshan Boodhoo, Richard Saldanha, Joel Huffman and Mahboob Subuhani Mohamed Mohideen. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. Our board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our Amended and Restated Memorandum and Articles of Association. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Clawback Policy We have adopted a compensation recovery policy that is compliant with Nasdaq listing rules. A copy of our compensation recovery policy is filed as Exhibit 97.1 to this Annual Report. Code of Ethics We have adopted a written code of ethics applicable to our directors, officers and employees. A copy of the code of ethics is attached as Exhibit 14.1 to this Annual Report. In addition, a copy of the code of ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our code of ethics in a Current Report on Form 8-K. Insider Trading Policy We have adopted an insider trading policy that governs the purchase and sale or other dispositions of our securities by us, our directors, officers and employees, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of our insider trading policy is incorporated by reference as Exhibit 19.1 to this Annual Report. Section 16(a) Compliance Section 16(a) of the Exchange Act requires our executive officers, directors and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than ten-percent shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms furnished to us and the written representations from certain of the reporting persons that no other reports were required during the year ended February 31, 2025, all executive officers, directors and greater than ten-percent beneficial owners complied with the reporting requirements of Section 16(a), except as disclosed below. 84 Delinquent Section 16(a) Reports Due to administrative delays in obtaining Form ID filings and EDGAR access codes in connection with the effectiveness of our registration statement on Form S-1 for our IPO, Forms 3 for our sponsor, Roshan Boodhoo and Joel Huffman were not filed on the date the registration statement became effective as required. The Form 3 for our sponsor was filed within four calendar days after such effective date, the Form 3 for Roshan Boodhoo was filed within ten calendar days after such effective date, and the Form 3 for Joel Huffman was filed within 18 calendar days after such effective date, in each case upon approval of their respective Form ID applications. We believe that the foregoing delays were inadvertent and administrative in nature. Item 11. Executive Compensation Officer and Director Compensation Subsequent to period end, on February 5, 2026, our board of directors approved the grant, and transfer by our sponsor, of an aggregate of 100,000 Class B Ordinary Shares then held by our sponsor, to each of four independent members of our board of directors, as a one-time equity grant for their respective services on our board of directors and committees of our board of directors, as follows: (i) 25,000 Class B Ordinary Shares to Richard Saldanha; (ii) 25,000 Class B Ordinary Shares to Joel Huffman; (iii) 25,000 Class B Ordinary Shares to Roshan Boodhoo; and (iv) 25,000 Class B ordinary shares to Mahboob Subuhani Mohamed Mohideen. The 100,000 Class B Ordinary Shares were transferred to the above-named members of our board of directors by our sponsor, from existing Class B Ordinary Shares then held by our sponsor. Except with respect to the above, none of our officers or directors has received any cash compensation for services rendered to us. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the Trust Account: ● Reimbursement for office space, utilities and secretarial and administrative support made available to us by Scieniti LLC, an affiliate of our sponsor, in an amount equal to $10,000 per month; ● Payment of consulting, success or finder fees to our independent directors or their respective affiliates in connection with the consummation of our initial business combination; ● We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and ● Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement units at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units issued in our Private Placement. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Our audit committee will review on a quarterly basis all payments made to our sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to our initial business combination will be made from funds held outside the Trust Account. 85 After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of the date of this Annual Report, and assuming there were no purchase of units in our IPO, by: ● each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; ● each of our officers and directors; and ● all of our officers and directors as a group. The following table reflects record or beneficial ownership of the Ordinary Shares and the private placement shares. The percentage ownership in the table below is based on an aggregate of 8,050,417 Ordinary Shares outstanding as of the date of this Annual Report, consisting of 6,133,750 Class A Ordinary Shares and 1,916,667 Class B Ordinary Shares. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of the Ordinary Shares beneficially owned by them. Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Outstanding Ordinary Shares Directors and Officers Bhargav Marepally 1,060,417 (2)(3) 13.2 % Prabhu Antony 1,060,417 (2)(3) 13.2 % Richard Saldanha 25,000 (4) 0.3 % Roshan Boodhoo 25,000 (4) 0.3 % Joel Huffman 25,000 (4) 0.3 % Mahboob Subuhani Mohamed Mohideen 25,000 (4) 0.3 % All executive officers, directors and director nominees as a group (5 individuals) 1,160,417 14.4 % 5% Shareholders Stonebridge Acquisition Sponsor II LLC 1,060,417 (2)(3) 13.2 % Glazer Capital, LLC 407,150 (5) 5.1 % Mizuho Financial Group, Inc. 552,055 (6) 6.9 % Wolverine Asset Management, LLC 501,429 (7) 6.2 % (1) Unless otherwise noted, the business address of each of the following is c/o StoneBridge Acquisition II Corporation, One World Trade Center, Suite 8500, New York, NY 10007. 86 (2) Consists of 991,667 founder shares (Class B Ordinary Shares) and 68,750 private placement shares (Class A Ordinary Shares). The founder shares will automatically convert into Class A Ordinary Shares concurrently with the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment, as described elsewhere in this Annual Report. (3) Stonebridge Acquisition Sponsor II LLC, our sponsor, is the record holder of such shares. BP SPAC Sponsor II LLC, a Texas limited liability company, is the managing member of our sponsor. Bhargav Marepally, our Chief Executive Officer, and Prabhu Antony, our President and Chief Financial Officer, are the managing members of BP SPAC Sponsor II LLC. Accordingly, BP SPAC Sponsor II LLC and Messrs. Marepally and Antony may be deemed to have or share beneficial ownership of our ordinary shares held directly by our sponsor. (4) Consists of founder shares (Class B Ordinary Shares), which shares will automatically convert into Class A Ordinary Shares concurrently with the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment, as described elsewhere in this Annual Report. (5) Based upon information set forth in an Amendment No. 1 to a Schedule 13G jointly filed by Glazer Capital, LLC, Paul J. Glazer with the SEC on February 12, 2026, with respect to our units held by certain funds and managed accounts, or collectively, the Glazer Funds, to which Glazer Capital, LLC serves as investment manager. Paul J. Glazer serves as the Managing Member of Glazer Capital, LLC, and shares authority to dispose of and vote the Ordinary Shares held by Glazer Capital, LLC. Glazer Capital Enhanced Master Fund, Ltd., a Glazer Fund, has the right to receive or the power to direct the receipt of the proceeds from the sale of more than 5% of the Ordinary Shares outstanding. (6) Based upon information set forth in a Schedule 13G filed by Mizuho Financial Group, Inc. with the SEC on February 12, 2026. (7) Based upon information set forth in a Schedule 13G jointly filed by Wolverine Asset Management, LLC, Wolverine Holdings, LLC, Christopher L. Gust, and Robert R. Bellick, with the SEC on February 2, 2026. Wolverine Asset Management, LLC is an investment adviser and has voting and dispositive power over the 501,429 Class A Ordinary Shares. The sole member and manager of Wolverine Asset Management, LLC is Wolverine Holdings, LLC. Robert R. Bellick and Christopher L. Gust, may be deemed to control Wolverine Holdings, LLC in their roles as Managers of Wolverine Holdings, LLC. Each of Wolverine Holdings, LLC, Mr. Bellick, and Mr. Gust have voting and dispositive power over the 501,429 Class A Ordinary Shares. Restrictions on Transfers of Founder Shares and Private Placement Units The founder shares and private placement units and any Class A Ordinary Shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in agreements entered into by our sponsor and management team and subscription agreements between us and the Maxim Individuals and third-party investors. Those lock-up provisions provide that such securities are not transferable or saleable (i) in the case of the founder shares, until the earlier of (A) six months after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 75 days after our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property and (ii) in the case of the private placement units and any Class A Ordinary Shares issuable upon conversion or exercise thereof, until immediately after the completion of our initial business combination except in each case (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members of the sponsor or any affiliates of the sponsor, (b) in the case of an individual, as a gift to such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of our liquidation prior to the completion of an initial business combination; (g) by virtue of the laws of the Cayman Islands or our sponsor’s limited liability company agreement upon dissolution of our sponsor, (h) in the event of our liquidation, merger, share exchange, reorganization or other similar transaction which results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of our initial business combination or (i) in connection with our initial business combination with our consent to any third party; provided , however, that in the case of clauses (a) through (e), (h) and (i) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements. Additionally, pursuant to the subscription agreements between us and the Maxim Individuals and third-party investors, the private placement units, including the component securities therein, will not be transferable, assignable or salable by the Maxim Individuals and third-party investors until after the completion of our initial business combination, except that they are able to transfer any of their Ordinary Shares, including any founder shares and private placement shares, to any other person, provided, however, that each such person, prior to any such transfer by the Maxim Individuals or third-party investors, must enter into a written agreement agreeing to be bound by the terms of the subscription agreement entered into with us and the Maxim Individuals and third-party investors. 87 Item 13. Certain Relationships and Related Transactions, and Director Independence Founder Shares On August 27, 2024, our sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 5,750,000 founder shares. Subsequently, in connection with a reduction in the size of our IPO, on April 21, 2025, the 5,750,000 founder shares owned by our sponsor was adjusted, for no additional consideration, to 1,916,667 founder shares. On September 30, 2025, our sponsor forfeited an additional 825,000 founder shares, and the Maxim Individuals and the third-party investors purchased an aggregate of 825,000 founder shares (with the Maxim Individuals purchasing 215,000 of such founder shares and the third-party individuals purchasing 610,000 of such founder shares) at an aggregate purchase price of approximately $10,760, or approximately $0.013 per share. Immediately after such forfeiture by our sponsor and purchase by the Maxim Individuals and the third-party investors, (i) our sponsor owned an aggregate of 1,091,667 founder shares, deemed to have been purchased for approximately $0.013 per share, (ii) the Maxim individuals collectively owned 215,000 founder shares purchased for approximately $0.013 per share and (iii) the third-party investors collectively owned 610,000 founder shares purchased for approximately $0.013 per share. Subsequent to period end, on February 5, 2026, our board of directors approved the grant, and transfer by our sponsor, of an aggregate of 100,000 Class B Ordinary Shares then held by our sponsor, to each of four independent members of our board of directors, as a one-time equity grant for their respective services on our board of directors and committees of our board of directors, as follows: (i) 25,000 Class B Ordinary Shares to Richard Saldanha; (ii) 25,000 Class B Ordinary Shares to Joel Huffman; (iii) 25,000 Class B Ordinary Shares to Roshan Boodhoo; and (iv) 25,000 Class B ordinary shares to Mahboob Subuhani Mohamed Mohideen. The 100,000 Class B Ordinary Shares were transferred to the above-named members of our board of directors by our sponsor, from existing Class B Ordinary Shares then held by our sponsor. Private Placement Units Simultaneously with the closing of our IPO, pursuant to a units purchase agreement between us and our sponsor, and certain subscription agreements between us and certain at-risk capital investors, we completed the Private Placement of an aggregate of 153,750 private placement units, consisting of (i) 68,750 private placement units to our sponsor and (ii) 85,000 private placement units to the other investors, in each case at a price of $10.00 per private placement unit, generating aggregate gross proceeds of $1,537,500. Each private placement unit consists of one Class A Ordinary Share and one private placement right, with each one private placement right entitling the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of our initial business combination. The private placement units are identical to the public units sold in our IPO, except that, so long as they are held by our initial shareholders or their permitted transferees, the private placement units (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until immediately after the completion of our initial business combination, and (ii) will be entitled to registration rights. Additionally, our sponsor and the third-party investors have agreed not to transfer, assign or sell any of the private placement units or underlying securities (except in limited circumstances) until the completion of our initial business combination. Sponsor Promissory Note On August 1, 2024, we entered into a promissory note with our sponsor pursuant to which our sponsor agreed to loan us up to an aggregate principal amount of $300,000 to fund costs incurred in connection with our formation and our IPO. On April 1, 2025, the promissory note was amended to increase the maximum borrowing amount to $800,000. The promissory note was non-interest bearing and payable upon the earlier of the consummation of our IPO or December 31, 2025. In connection with the completion of our IPO in October 2025, we repaid substantially all amounts outstanding under the promissory note. As of December 31, 2025, an amount of $22 remained outstanding under the promissory note. Borrowings under the promissory note are no longer available. 88 Administrative Support Services Commencing on the closing of our IPO, we agreed to reimburse Scieniti LLC, an affiliate of our sponsor, in an amount equal to $10,000 per month for office space, utilities and secretarial and administrative support made available to us. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No amounts were incurred or accrued under this arrangement as of December 31, 2025. Working Capital Loans In order to finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay such loaned amounts at that time. In the event that the initial business combination does not close, we may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such working capital loans may be converted into units of the post-business combination entity at a price of $10.00 per unit. The units would be identical to the private placement units sold in the Private Placement. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2025, we had no borrowings under such working capital loans. Extension Loans We have until the date that is 18 months from the closing of our IPO (or until April 1, 2027) or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within such 18 months, we may extend the period of time to consummate a business combination up to two times, each by an additional three (3) months (for a total of up to 24 months (or until October 1, 2027) to complete a business combination). The aforementioned extensions do not require shareholder approval. Pursuant to the terms of our Amended and Restated Memorandum and Articles of association and the trust agreement between us and Continental entered into in connection with our IPO, in order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $575,000 ($0.10 per share) on or prior to the date of the applicable deadline, for each three month extension (or up to an aggregate of $1,150,000, or $0.20 per share, if we extend for the full six months). Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination, and then only from the amount remaining in the Trust Account after redemptions in connection with our initial business combination. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us after redemptions in connection with our initial business combination. If we do not complete a business combination, we will not repay such loans. Furthermore, the letter agreement with our initial shareholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that we do not complete a business combination. Our sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our initial business combination. Other Potential Payments Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the Trust Account. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. 89 Registration Rights The holders of (i) our founder shares, (ii) the private placement units issued in the Private Placement and the Class A Ordinary Shares underlying such private placement units and (iii) private placement units that may be issued upon conversion of working capital loans, will have registration rights to require us to register a sale of any of our securities held by them and any other securities of the company acquired by them prior to the consummation of our initial business combination pursuant to existing registration rights agreements. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements. Item 14 . Principal Accountant Fees and Services The firm of EC Barrett, LLC, acts as our independent registered public accounting firm. Prior to our engagement of EC Barrett, LLC in 2025, Mercurius & Associates LLP served as our independent registered public accounting firm. The following is a summary of fees paid to EC Barrett, LLC and Mercurius & Associates LLP for services rendered. Audit Fees . During the year ended December 31, 2025 and for the period from June 19, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firms were approximately $20,080 and $18,025, respectively, for the services EC Barrett, LLC and Mercurius & Associates LLP performed in connection with the audit of our financial statements. Audit-Related Fees. During the year ended December 31, 2025 and for the period from June 19, 2024 (inception) through December 31, 2024, our independent registered public accounting firms did not render assurance and related services related to the performance of the audit or review of financial statements. Tax Fees . During the year ended December 31, 2025 and for the period from June 19, 2024 (inception) through December 31, 2024, our independent registered public accounting firms did not render services to us for tax compliance, tax advice and tax planning. All Other Fees . During the year ended December 31, 2025 and for the period from June 19, 2024 (inception) through December 31, 2024, there were no fees billed for products and services provided by our independent registered public accounting firms other than those set forth above. Pre-Approval Policy Our audit committee has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy include: (i) our directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy does not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. Our audit committee was formed upon the consummation of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 90 PART IV Item 15 . Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this Annual Report: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets F-3 Statements of Operations F-4 Statements of Changes in Shareholders’ Equity F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 to F-19 (2) Financial Statement Schedules: None. (3) Exhibits See Exhibit Index below. 91 EXHIBIT INDEX Exhibit No. Description 3.1 Amended and Restated Memorandum and Articles of Association, dated September 29, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2025). 4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Amendment No. 4 to the Company’s Form S-1 filed with the SEC on September 9, 2025) . 4.2 Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Form S-1 filed with the SEC on May 5, 2025) . 4.3 Specimen Right Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 4 to the Company’s Form S-1 filed with the SEC on September 9, 2025). 4.4 Rights Agreement, dated September 30, 2025, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2025) . 4.5 Description of Registrant’s Securities. 10.1 Letter Agreement, dated September 30, 2025, by and between the Company and StoneBridge Acquisition Sponsor II LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2025) . 10.2 Letter Agreement, dated September 30, 2025, by and among the Company, its officers and its directors (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2025) . 10.3 Investment Management Trust Agreement, dated September 30, 2025, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2025) . 10.4 Form of Registration Rights Agreement by and among the Company, the Company’s Sponsor, the Representative and each of the at-risk capital investors (incorporated by reference to Exhibit 10.3 to Amendment No.2 to the Company’s Registration Statement on Form S-1/A, as filed with the SEC on August 1, 2025) . 10.5 Securities Subscription Agreement between Stonebridge Acquisition Sponsor II LLC and the Company (incorporated by reference to Exhibit 10.8 to the Company’s Form S-1 filed with the SEC on May 5, 2025). 10.6 Amended Securities Subscription Agreement between Stonebridge Acquisition Sponsor II LLC and the Company (incorporated by reference to Exhibit 10.9 to the Company’s Form S-1 filed with the SEC on May 5, 2025) . 10.7 Sponsor Units Purchase Agreement, dated September 30, 2025, by and between the Company and StoneBridge Acquisition Sponsor II LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2025) . 10.8 Form of Subscription Agreement by and between the Company and each of the at-risk capital investors (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2025) . 10.9 Promissory Note issued to Stonebridge Acquisition Sponsor II LLC (incorporated by reference to Exhibit 10.6 to the Company’s Form S-1 filed with the SEC on May 5, 2025) . 10.10 Amendment to Promissory Note issued to Stonebridge Acquisition Sponsor II LLC (incorporated by reference to Exhibit 10.7 to the Company’s Form S-1 filed with the SEC on May 5, 2025) . 10.11 Administrative Services Agreement, dated September 30, 2025, between the Company and Scieniti LLC (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2025) . 10.12† Form of Indemnity Agreement by and between the Company and each of the Company’s officers and directors (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1, as filed with the SEC on May 5, 2025) . 10.13† Form of Independent Director Agreement 10.14† Form of Joinder to Sponsor Letter Agreement 10.15 Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2025) . 14.1 Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Form S-1 filed with the SEC on May 5, 2025) . 92 Exhibit No. Description 19.1 Insider Trading Policy 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act. 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) under the Exchange Act. 97.1† Clawback Policy 99.1 Audit Committee Charter (incorporated by reference to Exhibit 99.1 to Amendment No. 2 to the Company’s Form S-1 filed with the SEC on August 1, 2025) . 99.2 Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to Amendment No. 2 to the Company’s Form S-1 filed with the SEC on August 1, 2025) . 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101). † Management contract or compensation plan or arrangement. Item 16. Form 10-K Summary None. 93 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. STONEBRIDGE ACQUISITION II CORPORATION By: /s/ Bhargav Marepally Name: Bhargav Marepally Title: Chief Executive Officer (Principal Executive Officer) Date: March 18, 2026 By: /s/ Prabhu Antony Name: Prabhu Antony Title: Chief Financial Officer (Principal Financial and Accounting Officer) Date: March 18, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Position Date /s/ Bhargav Marepally Chief Executive Officer and Director March 18, 2026 Bhargav Marepally /s/ Prabhu Antony President, Chief Financial Officer and Director March 18, 2026 Prabhu Antony /s/ Richard Saldanha Director March 18, 2026 Richard Saldanha /s/ Joel Huffman Director March 18, 2026 Joel Huffman /s/ Roshan Boodhoo Director March 18, 2026 Roshan Boodhoo /s/ Mahboob Subuhani Mohamed Mohideen Director March 18, 2026 Mahboob Subuhani Mohamed Mohideen 94 STONEBRIDGE ACQUISITION II CORPORATION INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 1230 ) F-2 Balance Sheets as of December 31, 2025 and December 31, 2024 F-3 Statements of Operations for the year ended December 31, 2025 and for the period from June 19, 2024 (inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ Equity for the year ended December 31, 2025 and for the period from June 19, 2024 (inception) through December 31, 2024 F-5 Statements of Cash Flows for the year ended December 31, 2025 and for the period from June 19, 2024 (inception) through December 31, 2024 F-6 Notes to Financial Statements F-7 to F-19 F- 1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of StoneBridge Acquisition II Corporation Opinion on the Financial Statements We have audited the accompanying balance sheets of StoneBridge Acquisition II Corporation (the “Company”), as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholder’s equity, and cash flows for the year ended December 31, 2025 and for the period from June 19, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from June 19, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Company that was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses within an expected period of twenty-four months from the closing of the Company’s initial public offering or by such earlier liquidation date as the board of directors may approve. The Company has incurred and expects to incur significant costs in pursuit of its acquisition strategy, has not commenced operations, and lacks the capital resources it needs to fund its operations for a reasonable period of time, which is generally considered to be one year from the issuance of the financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S federal securities laws and the applicable rules and regulators of the U.S. Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion. We have served as the Company’s auditor since 2025. Atlanta, Georgia March 18, 2026 EC Barrett, LLC 750 HAMMOND DRIVE | BUILDING 17 | ATLANTA, GEORGIA 30328 | (P) 404.250.4570 | (F) 404.847.0511 | www.ecbllc.com F- 2 STONEBRIDGE ACQUISITION II CORPORATION Balance Sheets December 31, 2025 December 31, 2024 ASSETS CURRENT ASSETS Cash $ 503,830 $ 1,908 Prepaid expenses – current portion 54,092 - Total Current Assets 557,922 1,908 Investments held in Trust Account 58,048,399 - Deferred offering costs - 86,730 Other long-term assets – prepaid insurance 32,740 - Total Other Assets 58,081,139 86,730 TOTAL ASSETS $ 58,639,061 $ 88,638 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 23,400 $ 26,280 Loan from sponsor 22 44,925 Due to related parties 22,261 - Total current liabilities 45,683 71,205 TOTAL LIABILITIES 45,683 71,205 COMMITMENTS AND CONTINGENCIES ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION Class A ordinary shares subject to possible redemption, $ 0.0001 par value; 5,750,000 shares issued and outstanding at redemption value of $ 10.00 per share $ 58,048,399 - SHAREHOLDERS’ EQUITY Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding - - Class A ordinary shares; $ 0.0001 par value; 200,000,000 shares authorized; 383,750 issued and outstanding (excluding 5,750,000 shares subject to possible redemption) 38 - Class B ordinary shares; $ 0.0001 par value; 20,000,000 shares authorized; 1,916,667 issued and outstanding (1)(2) 192 192 Additional paid-in capital 544,749 24,808 Accumulated deficit - ( 7,567 ) TOTAL SHAREHOLDERS’ EQUITY 544,979 17,433 TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY $ 58,639,061 $ 88,638 (1) Includes an aggregate of up to 250,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 6). On October 1, 2025, the underwriters fully exercised their over-allotment option in connection with the Company’s Initial Public Offering. As such, no Class B ordinary shares were forfeited. (2) On September 30, 2025, Stonebridge Acquisition Sponsor II LLC (the “Sponsor”) forfeited 825,000 Founder Shares, and Maxim and certain third-party investors purchased an aggregate of 825,000 Founder Shares for approximately $0.013 per share. The foregoing transactions did not result in a change in the number of Class B ordinary shares outstanding. All share and per share information has been retrospectively presented (see Note 5). The accompanying notes are an integral part of these financial statements. F- 3 STONEBRIDGE ACQUISITION II CORPORATION Statements of Operations For the year ended December 31, 2025 For the period from June 19, 2024 (inception) through December 31, 2024 EXPENSES General and administrative expenses $ 250,690 $ 7,675 OTHER INCOME Interest income 58 108 Interest income on investments in Trust Account 4,558 - Dividend income on investments in Trust Account 548,399 - NET INCOME (LOSS) 302,325 ( 7,567 ) Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 5,750,000 - Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.04 - Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares 383,750 Basic and diluted net income per share, non-redeemable Class A ordinary shares $ 0.04 - Basic and Diluted weighted average shares outstanding, non-redeemable Class B ordinary shares (1)(2) 1,916,667 1,666,667 Basic and Diluted net income per share, non-redeemable Class B ordinary shares $ 0.04 $ 0.00 (1) Excludes an aggregate of up to 250,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 6). On October 1, 2025, the underwriters fully exercised their over-allotment option in connection with the Company’s Initial Public Offering. As such, no Class B ordinary shares were forfeited. (2) On September 30, 2025, the Sponsor forfeited 825,000 Founder Shares, and Maxim and certain third-party investors purchased an aggregate of 825,000 Founder Shares for approximately $0.013 per share. The foregoing transactions did not result in a change in the number of Class B ordinary shares outstanding. All share and per share information has been retrospectively presented (see Note 5). The accompanying notes are an integral part of these financial statements. F- 4 STONEBRIDGE ACQUISITION II CORPORATION STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated surplus/ Total Shareholders’ Shares Amount Shares Amount Capital (deficit) Equity Balance as of January 1, 2025 (1)(2) - $ - 1,916,667 $ 192 $ 24,808 $ ( 7,567 ) $ 17,433 Issuance of Class A shares via private placement units 153,750 15 - - 1,537,485 - 1,537,500 Issuance of Class A shares to underwriters 230,000 23 - - ( 23 ) - - Accretion for Class A ordinary shares to redemption amount ( 1,035,000 ) ( 1,035,000 ) Remeasurement for Class A ordinary shares to redemption value ( 253,641 ) ( 294,758 ) ( 548,399 ) Fair value of rights included in Public units - - - - 1,035,000 - 1,035,000 Transaction costs for the public offering - - - - ( 763,880 ) - ( 763,880 ) Net income for the year - - - - - 302,325 302,325 Balance as of December 31, 2025 383,750 $ 38 1,916,667 $ 192 $ 544,749 $ - $ 544,979 (1) Includes an aggregate of up to 250,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 6). On October 1, 2025, the underwriters fully exercised their over-allotment option in connection with the Company’s Initial Public Offering. As such, no Class B ordinary shares were forfeited. (2) On September 30, 2025, the Sponsor forfeited 825,000 Founder Shares, and Maxim and certain third-party investors purchased an aggregate of 825,000 Founder Shares for approximately $0.013 per share. The foregoing transactions did not result in a change in the number of Class B ordinary shares outstanding. All share and per share information has been retrospectively presented (see Note 5). FOR THE PERIOD FROM JUNE 19, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Class B Ordinary shares Additional Paid-In Accumulated Total Shareholders’ Shares Amount Capital Deficit Equity Balance as of June 19, 2024 (inception) - - - $ - $ - $ - $ - Issuance of ordinary shares to Sponsor (1)(2) 1,916,667 192 24,808 - 25,000 Net loss - - - - - ( 7,567 ) ( 7,567 ) Balance as of December 31, 2024 - - 1,916,667 $ 192 $ 24,808 $ ( 7,567 ) $ 17,433 (1) This number includes an aggregate of up to 250,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). (2) The Sponsor was originally issued 5,750,000. Subsequently, on April 21, 2025, in connection with a reduction in the size of the Company’s Initial Public Offering, the Sponsor surrendered 3,833,333 Founder Shares for no consideration. All share and per share information has been retrospectively presented. The accompanying notes are an integral part of these financial statements. F- 5 STONEBRIDGE ACQUISITION II CORPORATION Statements of Cash Flows For the year ended December 31, 2025 For the period from June 19, 2024 (inception) through December 31, 2024 Cash Flows from Operating Activities: Net income (loss) $ 302,325 $ ( 7,567 ) Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Dividend income on Investments Held in Trust Account ( 548,399 ) - Changes in operating assets and liabilities: Accounts payable ( 2,880 ) 26,280 Due to related parties 22,261 - Prepaid expenses ( 86,832 ) - Net cash flows (used in) provided by operating activities ( 313,525 ) 18,713 Cash Flows from Investing Activities: Investments of Cash in Trust Account ( 57,500,000 ) - Net cash flows used in investing activities ( 57,500,000 ) - Proceeds from Private Placement Units 1,537,500 - Proceeds from issuance of Class B ordinary shares to Sponsor - 25,000 Proceeds from sale of units 57,500,000 - Repayment of loan from Sponsor ( 44,903 ) 44,925 Payment of deferred offering costs ( 677,150 ) ( 86,730 ) Net cash flows provided by (used in) financing activities 58,315,447 ( 16,805 ) NET CHANGE IN CASH 501,922 1,908 CASH, BEGINNING OF PERIOD 1,908 - CASH, END OF PERIOD $ 503,830 $ 1,908 Supplemental disclosure of noncash activities: Payment of deferred offering costs due to related parties $ 22,261 $ 44,925 Accretion of Class A ordinary shares to redemption value 1,035,000 - Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares 3,063,880 - The accompanying notes are an integral part of these financial statements. F- 6 STONEBRIDGE ACQUISITION II CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS StoneBridge Acquisition II Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on June 19, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company has not yet selected any Business Combination target. The Company is not limited to a particular industry or geographic region for purposes of completing 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 December 31, 2025, the Company had not commenced any operating activities. All activity for the year ended December 31, 2025 and for the period from June 19, 2024 (inception) through December 31, 2024 relates to the Company’s formation, completion of its private placement financing and the completion of its initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income earned on investments held in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. On October 1, 2025, the Company consummated the Initial Public Offering of 5,750,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included the full exercise by the underwriter of its over-allotment option in the amount of 750,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 57,500,000 . Each Unit consists of one Class A ordinary share, $0.0001 par value per share, and one right to receive one- tenth (1/10) of one Class A ordinary share upon the completion of the initial Business Combination. Simultaneously with the consummation of the Initial Public Offering and exercise of over-allotment option, the Company consummated the private placement (“Private Placement”) of 153,750 units (the “Private Placement Units”) to the Sponsor and certain investors, at a price of $ 10.00 per Private Placement Unit, generating total proceeds of $ 1,537,500 , which is described in Note 4. Transaction costs for the Initial Public Offering amounted to $ 3,063,880 and consisting of $ 287,500 of underwriting commissions which was paid in cash on the closing date of the Initial Public Offering, $ 2,300,000 of the Representative Shares (discussed below) and $ 476,380 of other offering costs. In conjunction with the Initial Public Offering and exercise of over-allotment option, the Company issued to the underwriter 230,000 Class A ordinary shares as partial consideration for its services as underwriter in the Initial Public Offering (the “Representative Shares”). The fair value of the Representative Shares, determined to be $ 2,300,000 (230,000 shares at the $10.00 Initial Public Offering price per share), accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”) is included in the offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. F- 7 In connection with the closing of the Initial Public Offering and the Private Placement, the Company deposited $ 57,500,000 of the proceeds of the Initial Public Offering and the Private Placement in a trust account (“Trust Account”) and has invested or held such proceeds held in the Trust Account in either (i) U.S. government treasury obligations 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 solely in direct U.S. government treasury obligations, (ii) uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until the earlier of: (i) the completion of an initial Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account, except for income taxes payable and up to $ 100,000 to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete its initial Business Combination within the Completion Window (as defined below), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated its initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an initial Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of an initial Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The Class A ordinary shares are recorded at redemption value and classified as temporary equity in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval in connection with an initial Business Combination, it will complete its initial Business Combination only if it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with an initial Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving the Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve the Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of an initial Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed to (i) waive its redemption rights with respect to its private placement shares in connection with the completion of an initial Business Combination, (ii) waive its redemption rights with respect to its private placement shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) to modify the substance or timing of the obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company fails to complete the initial Business Combination within 18 months from the closing of the Initial Public Offering (or up to 24 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time, as described in more detail below) or such earlier liquidation date as the Company’s board of directors may approve or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its private placement shares if the Company fails to complete the initial Business Combination within the prescribed timeframe. In addition, the Sponsor has agreed to vote any private placement shares held by it in favor of the initial Business Combination. F- 8 The Company will have until 18 months from the closing of the Initial Public Offering or until such earlier liquidation date as the Company’s board of directors may approve, to consummate the Company’s initial Business Combination. However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 18 months, it may extend the period of time to consummate an initial Business Combination up to two times, each by an additional three months (for a total of up to 24 months to complete a business combination) (such 18-month period, as may be extended to 24 months, the “Completion Window”). The aforementioned extensions do not require shareholder approval. In order to extend the time available for the Company to consummate its initial Business Combination, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $ 575,000 ($0.10 per share) on or prior to the date of the applicable deadline, for each three month extension (or up to an aggregate of $ 1,150,000 , or $0.20 per share, if the Company extends for the full six months). Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of the Company’s initial Business Combination. If the Company completes its initial Business Combination, the Company will repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loans. Furthermore, the Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its initial Business Combination. If the Company is unable to complete a Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Completion Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Completion Window. The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavouring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Considerations As of December 31, 2025, the Company had a cash balance of $ 503,830 , and a net income of $ 302,325 for the year ended December 31, 2025. The Company had a positive working capital of $ 512,239 as of December 31, 2025. The Company has not commenced any operating activities and does not generate operating revenues. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition strategy and in connection with identifying and consummating an initial Business Combination. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful or successful within the Completion Window. The financial statements do not include any adjustments that might result from the Company’s inability to consummate an initial Business Combination to continue as a going concern. F- 9 Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the escalation of the Israel-Hamas conflict, and the recent military conflict involving Iran and certain regional and international actors. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. In addition, tensions in the Middle East have increased significantly due to the escalation of the Israel-Hamas conflict and the subsequent expansion of hostilities involving Iran, Israel, the United States and other regional actors. Military operations, retaliatory strikes and related security incidents have occurred across several countries in the region, including attacks on military installations, energy infrastructure and shipping routes in the Persian Gulf and surrounding areas. These developments have contributed to heightened geopolitical tensions, disruptions to global shipping and energy markets, and increased volatility in commodity prices and financial markets. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia, the escalation of the Israel-Hamas conflict and the expansion of regional hostilities involving Iran, and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of these conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions, disruptions to global energy and shipping routes, and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict, the expansion of hostilities involving Iran and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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. Further, Section 107 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 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 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. F- 10 Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 financial statements and the reported amounts of expenses during the reporting periods. 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 financial statements, 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no t have any cash equivalents as of December 31, 2025. Investment in Trust Account In connection with the closing of the Company’s Initial Public Offering and Private Placement, the Company deposited $ 57,500,000 of the proceeds from the Initial Public Offering and Private Placement into the Trust Account. The funds held in the Trust Account may be invested only in U.S. government treasury obligations with a maturity of 185 days or less, money market funds meeting the conditions of Rule 2a-7 under the Investment Company Act that invest solely in direct U.S. government treasury obligations, or may be held as cash. An amount of $ 500,000 of the proceeds from the Initial Public Offering and The Private Placement were deposited into the Company’s operating cash account and were not deposited into the Trust Account. The amounts held in the Trust Account are restricted and may be released only upon the earlier of (i) the completion of an initial Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s public shareholders, subject to applicable law. As of December 31, 2025, the assets held in Trust Account, amounting to $ 58,048,399 , were held in money market funds. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — Expenses of Offering. Deferred offering costs consist of legal and other costs (including underwriting discounts and commissions) that were incurred in connection with the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 . The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. F- 11 Class A Ordinary shares subject to possible redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated surplus (deficit). Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Schedule of Ordinary Shares subject to possible redemption Gross proceeds $ 57,500,000 Less: Proceeds allocated to Public Rights ( 1,035,000 ) Class A ordinary shares issuance cost ( 3,063,880 ) Plus: Remeasurement of carrying value to redemption value 4,098,880 Class A Ordinary Shares subject to possible redemption, October 1, 2025 57,500,000 Plus: Remeasurement of carrying value to redemption value 548,399 Class A Ordinary Shares subject to possible redemption, December 31, 2025 $ 58,048,399 Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Net Income Per Ordinary Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. 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. As a result, diluted income per ordinary share is the same as basic income per ordinary share for the year presented. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares: Schedule of basic and diluted net income (loss) per ordinary share Year Ended December 31, 2025 For the period from June 19, 2024 through December 31, 2024 Class A Redeemable Class A Non-redeemable Class B Non-redeemable Class B Non-redeemable Basic and diluted net income per ordinary shares: Numerator: Allocation of net income, basic and diluted $ 215,935 $ 14,411 $ 71,978 $ ( 7,567 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 5,750,000 383,750 1,916,667 1,666,667 Basic and diluted net income per ordinary share $ 0.04 $ 0.04 $ 0.04 $ 0.00 F- 12 Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 December 31, 2025 and for the period from June 19, 2024 (inception) through 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. The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company may be subject to potential examination by taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. There is currently no taxation imposed by the Government of the Cayman Islands for the year ended December 31, 2025. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriter’s over-allotment option was fully exercised at the time of the Initial Public Offering and therefore the Company did not have any derivative financial instruments outstanding as of December 31, 2025 and December 31, 2024. Share Rights The Company accounts for the Public Rights (as defined in Note 3) and Private Rights (as defined in Note 4) issued in connection with the Initial Public Offering, and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the rights under equity treatment at its assigned value. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s audited financial statements. F- 13 NOTE 3 — PUBLIC OFFERING Pursuant to the Initial Public Offering on October 1, 2025, the Company sold 5,750,000 Units, which included the full exercise by the underwriter of the over-allotment option in the amount of 750,000 Units at a price of $ 10.00 per Unit, generating total gross proceeds of $ 57,500,000 . Each Unit consists of one Class A ordinary share and one right (the “Public Right”). Each Public Right entitles the holder to purchase one-tenth (1/10) of one Class A ordinary share upon the consummation of the Company’s initial Business Combination. The Company will not issue fractional shares. As a result, the holder must hold Public Rights in multiples of 10 in order to receive shares for all of their Public Rights upon closing of a Business Combination. NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 153,750 Private Placement Units, at a price of $ 10.00 per Private Placement Unit generating gross proceeds of $ 1,537,500 . Each Private Placement Unit consists of one Class A ordinary share and one right (“Private Right”) to purchase one-tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination. The Sponsor, and officers and directors of the Company have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares, Private Placement shares and Public Shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares, Private Placement shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of ordinary shares or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares and Private Placement shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On August 27, 2024, the Sponsor paid $ 25,000 , or approximately $0.004 per share, to cover certain of the Company’s Initial Public Offering costs in exchange for 5,750,000 Class B ordinary shares (“Founder Shares”) (up to 750,000 of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option in the Initial Public Offering was exercised). Subsequently, in connection with a reduction in the size of the Initial Public Offering, on April 21, 2025, the 5,750,000 Founder Shares owned by the Sponsor was adjusted, for no additional consideration, to 1,916,667 Founder Shares (up to 250,000 of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option in the Initial Public Offering was exercised). Prior to the consummation of the Initial Public Offering, the Sponsor forfeited an additional 825,000 Founder Shares and certain investors purchased an aggregate of 825,000 Founder Shares for approximately $ 0.013 per share. As of October 1, 2025, there were 1,916,667 Founder Shares issued and outstanding. The underwriter fully exercised the over-allotment option and none of the Founder Shares were subject to forfeiture. F- 14 The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) six months after the completion of an initial Business Combination; and (B) subsequent to an initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 75 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Promissory Note - Sponsor On August 1, 2024, the Company entered into a promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $ 300,000 to fund costs incurred in connection with the Company’s formation and its initial public offering. On April 1, 2025, the promissory note was amended to increase the maximum borrowing amount to $ 800,000 . The promissory note was non-interest bearing and payable upon the earlier of the consummation of the Company’s initial public offering or December 31, 2025. In connection with the completion of the Company’s Initial Public Offering in October 2025, the Company repaid substantially all amounts outstanding under the promissory note. As of December 31, 2025, an aggregate principal amount of $22 remained outstanding under the promissory note and is included in Loan from Sponsor in the accompanying balance sheet. Due to related parties In October 2025, in connection with the Private Placement, certain Founder Shares were purchased by third-party investors from the Company following the forfeiture of such shares by the Sponsor. The Company recorded amounts payable to related parties representing proceeds from these share sales that were temporarily retained by the Company. As of December 31, 2025, the Company had an outstanding balance of $ 22,261 payable to related parties, included in current liabilities. The payable is non-interest bearing and is expected to be settled in the normal course of business. Administrative Support Services Commencing on the closing of the Company’s Initial Public Offering, the Company has agreed to pay an affiliate of the Sponsor a total of $ 10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of its initial Business Combination or its liquidation, the Company will cease paying these monthly fees. No amounts were incurred or accrued under this arrangement as of December 31, 2025. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, any of their respective affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into units at a price of $ 10.00 per unit. The units would be identical to the Private Placement Units. As of December 31, 2025, there are no Working Capital Loans outstanding. F- 15 NOTE 6 — COMMITMENTS Registration Rights The holders of the (i) Founder Shares, (ii) Private Placement Units issued in the Private Placement and the Class A ordinary shares underlying such Private Placement Units, and (iii) any private placement units (and underlying Class A ordinary shares) that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Initial Public Offering and Private Placement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). 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 will have certain piggy-back registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial 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 is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company bears the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement In connection with the Company’s Initial Public Offering completed in October 2025, the Company granted the underwriter a 45-day option to purchase up to 750,000 additional Units to cover over-allotments at the Initial Public Offering price, less underwriting commissions. The underwriter’s over-allotment option was exercised in full. The underwriter was paid a cash underwriting discount of $0.05 per Unit, or 0.50%, resulting in total underwriting discounts of $287,500, upon the closing of the Initial Public Offering. In addition, the underwriter or its designees received an aggregate of 230,000 Class A ordinary shares in connection with the Initial Public Offering (the “Representative Shares”). The Representative Shares were measured at fair value in accordance with ASC 718 and SAB Topic 5A. The fair value of the Representative Shares was determined to be $2,300,000 (230,000 shares at the $10.00 Initial Public Offering price per share) and has been included in the total offering costs. The registration statement registering the Units in the Initial Public Offering also registered the Class A ordinary shares issuable to the underwriter. In addition to the underwriting discount, the Company paid the underwriter $25,000 upon the execution of the engagement letter relating to the Company’s Initial Public Offering, as an advance against out-of-pocket accountable expenses actually anticipated to be incurred by the underwriter, which was reimbursable to the extent not actually incurred, and the Company agreed to pay the underwriter for travel, lodging and other “road show” expenses, expenses of the underwriter’s legal counsel and certain diligence and other fees up to $50,000 (inclusive of the advance of $25,000). No discounts or commissions were paid on the sale of the Private Placement Units. Rights — If the Company enters into a definitive agreement for a Business Combination in which the Company will be the surviving entity, each holder of a right will receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Company’s initial Business Combination, even if the holder of such right redeemed all ordinary shares held by him, her or it in connection with the initial Business Combination or an amendment to the Company’s Amended and Restated memorandum and articles of association with respect to the Company’s pre-Business Combination activities. No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional ordinary shares upon consummation of an initial Business Combination as the consideration related thereto has been included in the unit purchase price paid for by investors in the Initial Public Offering. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which it will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into Class A ordinary share basis, and each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the 1/10 share underlying each right (without paying any additional consideration) upon consummation of the Business Combination. More specifically, the right holder will be required to indicate his, her or its election to convert the rights into underlying shares as well as to return the original rights certificates to the Company. In the event that the Company is not the surviving entity upon the consummation of the Company’s initial Business Combination, and there is no effective registration statement for the offering of the shares underlying the rights, the rights may expire worthless. F- 16 If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. As soon as practicable upon the consummation of the Company’s initial Business Combination, the Company will direct registered holders of the rights to return their rights to the Company’s rights agent. Upon receipt of the rights, the rights agent will issue to the registered holder of such right(s) the number of full ordinary shares to which he, she or it is entitled. The Company will notify registered holders of the rights to deliver their rights to the rights agent promptly upon consummation of such Business Combination and have been informed by the rights agent that the process of exchanging their rights for ordinary shares should take no more than a matter of days. The foregoing exchange of rights is solely ministerial in nature and is not intended to provide the Company with any means of avoiding its obligation to issue the shares underlying the rights upon consummation of the Company’s initial Business Combination. Other than confirming that the rights delivered by a registered holder are valid, the Company will have no ability to avoid delivery of the shares underlying the rights. Nevertheless, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Although a company incorporated in the Cayman Islands may issue fractional shares, it is not the Company’s intention to issue any fractional shares upon conversions of the rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of his, her or its rights, the Company will reserve the option, to the fullest extent permitted by the amended and restated memorandum and articles of association, the Companies Act and other applicable law, to deal with any such fractional entitlement at the relevant time as the Company sees fit, which would include the rounding down of any entitlement to receive ordinary shares to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant rights, such that value received on exchange of the rights may be considered less than the value that the holder would otherwise expect to receive. All holders of rights shall be treated in the same manner with respect to the issuance of shares upon conversions of the rights. The Company shall reserve such amount of its profits or share premium in order to pay up the par value of each Class A ordinary share issuable in respect of the rights. As of December 31, 2025, there are a total of 5,750,000 rights outstanding. NOTE 7 — SHAREHOLDER’S EQUITY Preference Shares — The Company is authorized to issue 1,000,000 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. At December 31, 2025 and December 31, 2024, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $ 0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of December 31, 2025, 383,750 shares of Class A ordinary shares were issued and outstanding, excluding 5,750,000 shares subject to possible redemption. At December 31, 2024, there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $ 0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. As of December 31, 2025 and December 31, 2024, there were 1,916,667 Class B ordinary shares issued and outstanding (see Note 5). No Class B ordinary shares are subject to forfeiture, as the underwriter’s over-allotment option was exercised in full in connection with the Initial Public Offering. As a result, the Founder Shares collectively represented 25% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. F- 17 Only holders of Class B ordinary shares will have the right to vote on the election of directors prior to the initial Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of all ordinary shares issued and outstanding upon the completion of the Business Combination. NOTE 8 — SEGMENT INFORMATION ASC Topic 280, Segment Reporting, establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following: Schedule of Segment Reporting For the year ended December 31, 2025 For the period from June 19, 2024 (inception) through December 31, 2024 Cash $ 503,830 $ 1,908 Investments held in trust account $ 58,048,399 - General and administrative expenses $ 250,690 $ 7,675 Interest income on investments in trust account $ 4,558 - Dividend income on investments in trust account $ 548,399 - The CODM reviews cash held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Completion Window. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures. General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. F- 18 NOTE 9 — FAIR VALUE MEASUREMENTS 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: Level 1: 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. Level 2: 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. Level 3: Unobservable inputs based on 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 December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of fair value hierarchy of the valuation inputs December 31, 2025 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 58,048,399 $ - $ - The fair value of the Public Rights issued in the Initial Public Offering is $ 1,035,000 , or $ 0.18 per Public Right. The Public Rights issued in the Initial Public Offering have been classified within shareholders’ equity and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Share Rights issued in the Initial Public Offering: Schedule of assumptions December 31, 2025 Expected term to De-SPAC (Years) $ 1.50 Probability of De-SPAC and instrument-specific market adjustment 18.0 % Risk-free rate (continuous) $ 3.63 Implied share price $ 9.82 NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 18, 2026, the date that the financial statements were available to be issued. In February 2026, 100,000 Founder Shares were transferred from the Sponsor to four independent directors of the Company (with each director receiving 25,000 Founder Shares). Other than the foregoing, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F- 19