What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-06 compared with 2025-02-07 · 446 added, 339 removed, 582 unchanged (57% of the section changed)

19 unchanged sentences

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our

financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may

Management assessed the effectiveness of our internal control over financial reporting at November 30, 2024.

making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management

determined that we did not maintain effective internal control over financial reporting as of November 30, 2024, due to the material weakness in our internal controls as a result of inadequate segregation of duties within accounting processes due

to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any

evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal

control over financial reporting at November 30, 2025.

In making these assessments, management used the criteria set forth by the

Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting

as of November 30, 2025, due to the material weakness in our internal controls as a result of inadequate segregation of duties within

accounting processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting

and record keeping.

Management plan to implement remediation steps to improve our internal control over financial reporting.

Specifically,

we plan to expand and improve our review process for complex securities and related accounting standards.

We plan to further improve this

process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex

accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting

professionals.

This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

9 unchanged sentences

Chief Operating Officer and Director

Brandon Miller

Kent Louis Kaufman has been serving as our Chief Executive Officer and director since November 21, 2023, and has been serving as our Chairman and Chief Financial Officer since December 4, 2023.

Kaufman has over 30 years of experience in executive roles, management consulting, and executive coaching.

He currently serves as the CEO of the Growth and Leadership Center Inc, a role he has held since 2004.

Kent Louis Kaufman has served as our Chief Executive Officer and a director since November 21, 2023 and has served as our Chairman and Chief Financial Officer since December 4, 2023.

Kaufman has over 30 years of experience in executive leadership, management consulting and executive coaching.

He currently serves as the Chief Executive Officer of the Growth and Leadership Center, Inc., a role he has held since 2004.

Since March 2020, Mr.

Kaufman has been serving as a managing partner at BEEC Capital, a management and consulting company.

Kaufman has served as a managing partner at BEEC Capital, a management and consulting company.

He has also been a frequently utilized leadership consultant for Korn Ferry International, a recruiting and human resources consulting company, since 2006.

Kaufman has worked with companies and executives at all levels, including CEOs, Boards of Directors, vice presidents, and directors.

Throughout his career, he has consulted for companies including NVIDIA, Amazon, Google, Intel, Hewlett Packard, Chevron, Abbot Labs, Medtronic, Network Appliance, Barclays, Black Rock, Bank of New York Mellon, Cisco, Northrop Grumman, and Apple.

Throughout his career, Mr.

Kaufman has worked with companies and executives at all levels, including chief executive officers, boards of directors and senior management teams.

His consulting experience includes work with companies such as NVIDIA, Amazon, Google, Intel, Hewlett Packard, Chevron, Abbott Laboratories, Medtronic, Network Appliance, Barclays, BlackRock, Bank of New York Mellon, Cisco, Northrop Grumman and Apple.

From 1991 until 1996, Mr.

Kaufman was one of the key leaders who took start-up StorMedia public in an IPO, where he served as the Director of Product Development.

Kaufman was one of the key leaders who took start-up SportMedia public in an initial public offering, where he served as Director of Product Development.

From 1979 until 1991, Mr.

Kaufman began his management career at IBM, where he worked as a Materials Scientist and received the prestigious Outstanding Innovation Award from IBM.

Kaufman began his management career at IBM, where he worked as a Materials Scientist and received the Outstanding Innovation Award from IBM.

Kaufman received his Bachelor of Science from the University of Washington and his Master of Science from Stanford University.

We believe that Mr.

Kaufman is qualified to serve as a member of our board of directors due to his comparable experience and background in executive management positions, where he routinely engaged in and fulfilled financial oversight responsibilities, which has resulted in his financial sophistication.

Jonathan Ginsberg has been serving as our Chief Operating Officer and director since April 22, 2024.

He is the President of BEEC Inc.

(BEEC), an education services and technology

company in California, which he co-founded in 2016.

At BEEC he leads operations and expansion of student services, with clients in North

America, Asia, Oceania and Europe.

Ginsberg also oversees BEEC's software development department focused on custom learning solutions

for schools and institutions.

Additionally, he is a Founding Member of BEEC Capital, LLC, an investment and consulting company owned by

Ginsberg is also a Director of NP Life Sciences Health Industry Group Inc., an OTCQB-listed company, as well as a Director

of its subsidiary, GW Health Consulting Management Inc.

Ginsberg also has experience in international trade, education and law.

is active in community leadership, including co-founding a non-profit, Global Friendship City Association (GFCA), where he serves as the

Executive Director.

GFCA's mission is to foster subnational relations globally in the areas of commerce, culture, and education.

his work, Mr.

Ginsberg has helped GFCA form international public/private partnerships across North America, Asia and Africa.

received his Bachelor’s degree in International Studies from Johns Hopkins University.

We believe that Mr.

Ginsberg’s access

to contacts and sources, ranging from education services and technology companies, and international trade, will assist us in generating

acquisition opportunities and identifying suitable acquisition candidates and he will be a valuable member of the Board.

We believe that Mr.

Ginsberg is qualified to

serve as a member of our board of directors due to his significant experience with public companies.

Brandon Miller has been serving as our

independent directors since March 22, 2024.

He has been serving as a member of the board of directors of Yotta Acquisition Corporation

YOTA) since April 2022 and Quetta Acquisition Corporation (Nasdaq:

QETA) since August 2023.

Miller has been

the managing partner at Aspect Property Management LLC, a property management company in Connecticut, since January 2015.

joining Aspect Property Management LLC, Mr.

Miller spent a decade in the consulting industry at Matté & Company, a private

and public sector consulting company from January 2005 to January 2015, where he offered executive recruiting, strategic planning,

leadership, and corporate consulting services.

Miller was a corporate controller at Corporate Dining Solutions, a corporate catering

company, from 2003 to 2005.

Miller is presently a certified manager of community associations (“CMCA”) and an association

management specialist (“AMS”).

Miller received his bachelor’s degree in finance from the University of Bridgeport

in 1986 and studied mechanical engineering at North Carolina State University from 1980 to 1983.

Kaufman is qualified to serve as a member of our board of directors due to his extensive experience in executive management positions and his routine engagement in financial oversight responsibilities, which has resulted in a high level of financial sophistication.

Jonathan Ginsberg has served as our Chief Operating Officer and a director since April 22, 2024.

Ginsberg is the President of BEEC Inc.

(formerly BEEC Capital), an education services and technology company in California that he co-founded in 2016.

At BEEC Inc., Mr.

Ginsberg leads operations and expansion of student services, with clients across North America, Asia, Oceania and Europe, and oversees the company’s software development department focused on custom learning solutions for schools and institutions.

Ginsberg is also a founding member of BEEC Capital, LLC, an investment and consulting company owned by BEEC Inc.

Ginsberg also serves as a director of Bodhi Tree Biotechnology Inc., an OTCQB-listed company, as well as a director of NP Life Sciences Healthy Group Inc., another OTCQB-listed company, and a director of their respective subsidiaries.

In addition, Mr.

Ginsberg has experience in international trade, education and non-profit governance.

He is a co-founder and serves as Executive Director of Global Friendship City Association (GFCA), a non-profit organization focused on fostering subnational relationships globally in the areas of commerce, culture and education.

Through his work with GFCA, Mr.

Ginsberg has helped establish international public-private partnerships across North America, Asia and Africa.

Ginsberg received his Bachelor’s degree in International Studies from Johns Hopkins University.

We believe that Mr.

Miller is qualified to

serve as a member of our board of directors due to his extensive experience in the real estate and business consulting industries.

McCabe has been serving as one of

our independent directors since March 22, 2024t.

He has been serving as a member of the board of directors of Yotta Acquisition Corporation

Ginsberg is qualified to serve as a member of our board of directors due to his operational leadership experience, international business background and experience with public companies.

McCabe has served as one of our independent directors since March 22, 2024.

McCabe has served as a member of the board of directors of Yotta Acquisition Corporation (Nasdaq:

YOTA) since April 2022 and Quetta Acquisition Corporation (Nasdaq:

QETA) since August 2023.

McCabe has been

admitted to practice before the Courts of the State of Connecticut since 1974.

McCabe’s legal career began as an assistant

clerk of the Superior Court at Stamford from 1974 to 1976, and since then he has had his own legal practice, Daniel McCabe LLC, a general

practice law firm in Connecticut founded in 1982.

His work includes rendering legal advice to individuals and business entities concerning

commercial transactions, business organizations, and complex litigation.

McCabe is also an Adjunct Professor of Business Law

at Sacred Heart University.

McCabe previously was the Chairman of the Stamford Housing Authority, Co-chair of the Stamford Reapportionment

Committee, Member of the Board of Parole for the State of Connecticut, Chairman of the Republican Town Committee of the City of Stamford

and Counsel for the Stamford Water Pollution Control Authority.

He also served as Corporation Counsel for the City of Stamford where

he held the position of chief legal counsel and advisor to Mayor Stanley Esposito of the City of Stamford.

McCabe obtained his

Juris Doctor degree from St.

John’s University Law School in 1974.

McCabe has been admitted to practice law before the courts of the State of Connecticut since 1974.

His legal career began as an assistant clerk of the Superior Court at Stamford from 1974 to 1976, and since 1982 he has operated his own legal practice, Daniel McCabe LLC, a general practice law firm in Connecticut.

His practice includes advising individuals and business entities on commercial transactions, business organizations and complex litigation matters.

McCabe is also an Adjunct Professor of Business Law at Sacred Heart University.

In addition, he has previously served in a number of public and civic leadership roles, including Chairman of the Stamford Housing Authority, Co-Chair of the Stamford Reapportionment Committee, member of the Board of Parole for the State of Connecticut, Chairman of the Republican Town Committee of the City of Stamford, Counsel for the Stamford Water Pollution Control Authority and Corporation Counsel for the City of Stamford, where he served as chief legal counsel and advisor to the Mayor.

McCabe received his Juris Doctor degree from St.

John’s University School of Law in 1974.

We believe that Mr.

McCabe is qualified to serve as a member of our board of directors due to his legal experience.

Protto has been serving as one of

our independent directors since March 22, 2024.

Protto has been a leader during his life and career in various organizations.

He had a scholarship, which led to a commission in the US Army, and he quickly rose to the rank of Lt.

After his graduate school

education, Mr.

Protto was recruited by Macy’s, the nation’s largest retail department store firm, in 1993 and rose through

the executive ranks to Vice Chairman-Operations and Finance, a position he held from 1999 until 2005.

He left the Fortune 500 world in

2005 to become President of Mail Order and Retail, a privately held firm in Portland, Oregon where he served from January 2005 to

November 2016.

Protto opened 52 retail stores and grew the mail order business to $250M, then sold it to a public firm

listed on NASDAQ in March 2020.

He then formed an international management consulting business in March 2005, named www.tempCEO.com

and focused on strategic services of Optimization to Asset Production, bringing Fortune 500 company business experience to small and

medium business enterprises in the USA and Southeast Asia.

In October 2005, Mr.

Protto was awarded Global Entrepreneur for

INC Magazine for his leadership in introducing Oregon and Washington State wine products into the South Asia market.

From April 2016

until May 2019, Mr.

Protto was a founding member of Alpine 4 Holdings, Inc.

NASDAQ), serving as CEO/President of Alpine

4 Holdings, Inc.

ALPP focuses on electronics, drones, USA government, lithium batteries, mapping software and metal fabricating.

played NCAA Division 1 golf, and he received his business and law degrees from Whitworth University and Gonzaga University, respectively.

McCabe is qualified to serve as a member of our board of directors due to his extensive legal experience, public company board service and familiarity with regulatory and governance matters.

Proto has served as one of our independent directors since March 22, 2024.

Proto has held leadership roles across the retail, manufacturing and consulting sectors for several decades.

Following receipt of a scholarship, Mr.

Proto was commissioned in the United States Army, where he rose to the rank of Lieutenant Colonel.

After completing his graduate education, Mr.

Proto joined Macy’s, Inc.

in 1993, where he advanced through the executive ranks and served as Vice Chairman – Operations and Finance from 1999 until 2005.

Proto left Macy’s to become President of Mail Order and Retail, a privately held company based in Portland, Oregon, where he served from January 2005 until November 2016.

During his tenure, Mr.

Proto oversaw the opening of 52 retail locations and expanded the company’s mail order business to approximately $250 million in annual revenue, prior to the company’s sale to a Nasdaq-listed public company in March 2020.

Proto also founded an international management consulting business in 2005, providing strategic and operational advisory services to small and mid-sized enterprises in the United States and Southeast Asia.

From April 2016 until May 2019, Mr.

Proto served as a founding member and Chief Executive Officer and President of Alpine 4 Holdings, Inc.

ALPP), a public company focused on diversified manufacturing and technology-driven businesses.

Proto received his business and law degrees from Whitworth University and Gonzaga University, respectively.

We believe that Mr.

Protto is qualified to serve as a member of our board of directors due to his experience in business management.

Proto is qualified to serve as a member of our board of directors due to his extensive executive leadership experience, public company management background and operational expertise.

Number, Terms of Office and Election of Officers and Directors

31 unchanged sentences

We have established an audit committee of the Board of Directors.

The members of our audit committee are Mr.

Miller, and Mr.

Miller serves as chairman of the audit committee.

Each member of the audit committee is financially literate and our Board of Directors has determined that Chris Constable qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The members of our audit committee are Daniel M.

McCabe and Terry W.

Proto, each of whom has been determined by our board of directors to be independent under the applicable rules of the Securities and Exchange Commission and The Nasdaq Stock Market.

McCabe serves as Chairman of the audit committee.

Each member of the audit committee is financially literate.

Our board of directors has not designated an audit committee financial expert at this time.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

12 unchanged sentences

Financial Experts on Audit Committee

The audit committee will at all times be composed exclusively of “independent directors” who are “financially literate” as defined under the Nasdaq listing standards.

The Nasdaq listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement.

In addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

The board of directors has determined that Mr.

Brandon Miller qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.

In addition, we must certify to Nasdaq that the

Audit Committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite

professional certification in accounting, or other comparable experience or background that results in the individual’s financial

sophistication.

Following the passing of Mr.

Brandon Miller,

who previously served as the Company’s audit committee financial expert, the Board of Directors is in the process of identifying

and appointing a new director who will qualify as an “audit committee financial expert,” as defined under the rules and regulations

Compensation Committee

We have established a compensation committee of the Board of Directors.

The members of our Compensation Committee are Mr.

Miller, and Mr.

The members of our compensation committee are Daniel M.

McCabe and Terry W.

Proto, each of whom has been determined by our board of directors to be independent under the applicable rules of the Securities and Exchange Commission and The Nasdaq Stock Market.

McCabe serves as Chairman of the compensation committee.

We have adopted compensation committee charter, which details the principal functions of the compensation committee, including:

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;

24 unchanged sentences

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.]

Conflicts of Interest

of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest

in allocating their time among various business activities.

None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated.

18 unchanged sentences

We do not believe, however, that the pre-existing fiduciary duties or contractual obligations of our officers and directors will materially undermine our ability to complete our business combination because in most cases the affiliated companies are closely held entities controlled by the officer or director or the nature of the affiliated company’s business is such that it is unlikely that a conflict will arise.

following table summarizes the current material pre-existing fiduciary or contractual obligations of our officers and directors:

The following table summarizes the current material pre-existing fiduciary or contractual obligations of our officers and directors:

Entity’s Business

21 unchanged sentences

Founding Member

Brandon Miller

Aspect Property Management LLC

Yotta Acquisition Corporation

Quetta Acquisition Corporation

Special Purpose Acquisition Company

Independent Director and Audit Committee Chair

1200 Summer Street

35 unchanged sentences

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

beneficial ownership of our Ordinary Shares is based on an aggregate of 8,929,500 Ordinary Shares issued and outstanding as of the

The beneficial ownership of our Ordinary Shares is based on an aggregate of 4,153,577 Ordinary Shares issued and outstanding as of the date hereof.

Name and Address of Beneficial Owner (1)

3 unchanged sentences

Kent Louis Kaufman (4)

Brandon Miller

Jonathan Ginsberg

1 unchanged sentence

Unless otherwise noted, the business address of each of the following entities or individuals is 125 Blackhawk Plaza Circle, Suite 166, Danville, CA 94506.

of 235,500 private shares and 1,725,000 founder shares.

Consists of 235,500 private shares and 1,725,000 founder shares.

Kent Louis Kaufman has voting and dispositive power over the shares owned by Black Hawk Management LLC.

2 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence.

On October 16, 2023, the Company issued 17,250,000

shares of common stock, $0.0001 per share to the Sponsor, the founder shares, for an aggregated consideration of $25,000, or approximately

$0.0145 per share.

On November 13, 2023, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement,

pursuant to which the 17,250,000 shares of common stock were converted to 1,725,000 Class B ordinary shares.

On March 20, 2024,

the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of

shares was adjusted to 1,983,750 Class B ordinary shares, $0.0126 par value per ordinary share.

In addition, 258,750 of such founder

shares were forfeited as the underwriters’ over-allotment option in the Issuer’s initial public offering was not exercised.

March 22, 2024, the Company consummated its initial public offering (the “IPO”) of 6,900,000 units (the

Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary

Shares”) and one-fifth (1/5) of one right to receive one Ordinary Share upon the consummation of the Company’s initial

business combination.

On October 16, 2023, the Company issued 17,250,000 shares of common stock, $0.0001 per share to the Sponsor, the founder shares, for an aggregated consideration of $25,000, or approximately $0.0145 per share.

On November 13, 2023, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the 17,250,000 shares of common stock were converted to 1,725,000 Class B ordinary shares.

On March 20, 2024, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750 Class B ordinary shares, $0.0126 par value per ordinary share.

In addition, 258,750 of such founder shares were forfeited as the underwriters’ over-allotment option in the Issuer’s initial public offering was not exercised.

On March 22, 2024, the Company consummated its initial public offering (the “IPO”) of 6,900,000 units (the “Units”).

Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one-fifth (1/5) of one right to receive one Ordinary Share upon the consummation of the Company’s initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $69,000,000.

The Company also granted the underwriters a 45-day option to purchase up to an additional 1,035,000 units to cover over-allotments,

The Company also granted the underwriters a 45-day option to purchase up to an additional 1,035,000 units to cover over-allotments, if any.

Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the “Private Placement”) of 235,500 Units (the “Placement Units”), each Placement Unit consisting of one Ordinary Share and one-fifth (1/5) of one right, to the Sponsor at a price of $10.00 per Placement Unit, generating total proceeds of $2,355,000.

13 unchanged sentences

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

to our amended and restated memorandum and articles of association, we may extend the period of time to consummate a business

combination up to three times, each by an additional three months (for a total of up to 18 or 21 months to complete a business

combination) without submitting such proposed extensions to our shareholders for approval or offering our public shareholders

redemption rights in connection therewith.

In order to extend the time available for us to consummate our initial business

combination, our sponsor or its affiliates or designees, upon ten days advance notice prior to the applicable deadline, must deposit

into the trust account $690,000, or up to $793,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per

unit in either case) on or prior to the date of the applicable deadline, for each three month extension (or up to an aggregate of

$1,380,000 (or $1,587,000 if the underwriters’ over-allotment option is exercised in full).

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.

are unable to consummate an initial business combination within such time period, we will redeem 100% of our issued and outstanding

public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the

trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes

(less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public

shares, subject to applicable law and as further described herein, and then seek to liquidate and dissolve.

We expect the pro rata

redemption price to be approximately $10.05 per Class A ordinary share (regardless of whether or not the underwriters exercise their

over-allotment option), without taking into account any interest earned on such funds.

Pursuant to our amended and restated memorandum and articles of association, we may extend the period of time to consummate a business combination up to three times, each by an additional three months (for a total of up to 18 or 21 months to complete a business combination) without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in connection therewith.

In order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees, upon ten days advance notice prior to the applicable deadline, must deposit into the trust account $690,000, or up to $793,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) on or prior to the date of the applicable deadline, for each three month extension (or up to an aggregate of $1,380,000 (or $1,587,000 if the underwriters’ over-allotment option is exercised in full).

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.

If we are unable to consummate an initial business combination within such time period, we will redeem 100% of our issued and outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein, and then seek to liquidate and dissolve.

We expect the pro rata redemption price to be approximately $10.05 per Class A ordinary share (regardless of whether or not the underwriters exercise their over-allotment option), without taking into account any interest earned on such funds.

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 tender offer or proxy solicitation materials, as applicable, furnished to our shareholders.

9 unchanged sentences

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.

In addition, our audit committee is responsible for

reviewing and approving related party transactions to the extent that we enter into such transactions.

An affirmative vote of a majority

of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related

party transaction.

In addition, our audit committee is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions.

An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction.

A majority of the members of the entire audit committee will constitute a quorum.

Without a meeting, the unanimous

written consent of all of the members of the audit committee will be required to approve a related party transaction.

A form of the audit

committee charter that we have adopted prior to the consummation of this offering is filed as an exhibit to the registration statement

of which this prospectus is a part.

We also require each of our directors and executive officers to complete a directors’ and officers’

questionnaire that elicits information about related party transactions.

Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction.

A form of the audit committee charter that we have adopted prior to the consummation of this offering is filed as an exhibit to the registration statement of which this prospectus is a part.

We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

7 unchanged sentences

Director Independence

The Nasdaq listing standards require that a majority of our Board of Directors be independent.

An “independent director” is defined generally as a person who 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 has determined that each of Brandon Miller, Daniel M.

Following the death of Brandon Miller, our Board

currently consists of two directors, Daniel M.

McCabe and Terry W.

Protto is an independent director under applicable SEC and Nasdaq rules.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Protto, each of whom has been determined by our Board to be independent

under applicable SEC and Nasdaq rules.

Our independent directors hold regularly scheduled meetings at which only independent directors

Principal Accounting Fees and Services.

1 unchanged sentence

The following is a summary of fees paid to MB for services rendered.

consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally

provided by MB in connection with regulatory filings.

The aggregate fees of MB for professional services rendered for the audit of our

annual financial statements, review of the financial information included in our Forms 8-K for the respective periods and other required

filings with the SEC totaled $110,000 and $47,500 for the year ended November 30, 2024 and for the period from September 29,

2023 (inception) through November 30, 2023.

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by MB in connection with regulatory filings.

The aggregate fees of MB for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 8-K for the respective periods and other required filings with the SEC totaled $129,780 and $110,000 for the years ended November 30, 2025 and 2024, respectively.

The above amounts include interim procedures and audit fees.

1 unchanged sentence

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay MB for any audit-related fees for the year ended November 30, 2024 and for the period from September 29, 2023 (inception) through November 30, 2023.

We did not pay MB for tax return services, planning and tax advice for the year ended November 30, 2024 and for the period from September 29, 2023 (inception) through November 30, 2023.

We did not pay MB for any audit-related fees for the years ended November 30, 2025 and 2024.

We did not pay MB for tax return services, planning and tax advice for the years ended November 30, 2025 and 2024.

All Other Fees.

We did not pay MB for any other services for the year ended November 30, 2024 and for the period from September 29, 2023 (inception) through November 30, 2023.

We did not pay MB for any other services for the years ended November 30, 2025 and 2024.

Exhibits, Financial Statement Schedules.

27 unchanged sentences

Compensation Committee Charter

* Incorporated

by reference to the Registrant’s Current Report on Form 8-K filed on March 26, 2024.

** Incorporated

by reference to the Registrant’s Registration Statement on Form S-1 filed on February

*** Incorporated

by reference to the Registrant’s Registration Statement on Form S-1 filed on February

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 26, 2024.

Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on February 26, 2024.

Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on February 5, 2024

Filed herewith

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.

Black Hawk Acquisition Corporation

/s/ Kent Louis Kaufman

Kent Louis Kaufman

Chief Executive Officer and Chairman

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Kent Louis Kaufman

Kent Louis Kaufman

Chief Executive Officer and Chairman

February 7, 2025

Kent Louis Kaufman

4 unchanged sentences

Financial Statements:

Balance Sheets

Statements of Operations

Statements of Changes in Shareholders’ Equity (Deficit)

Statements of Cash Flows

Notes to Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Shareholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying balance sheet of

Black Hawk Acquisition Corporation (the “Company”) as of November 30, 2024 and 2023, and the related statements of operations,

stockholders’ deficit, and cash flows for the year ended November 30, 2024 and for the period from September 28, 2023 (inception)

through November 30, 2023, 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 November 30, 2024 and 2023,

and the results of its operations and its cash flows for the year ended November 30, 2024 and for the period from September 28, 2023 (inception)

through November 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated

balance sheets of Black Hawk Acquisition Corporation and its subsidiary (collectively, the “Company”) as of November 30, 2025

and 2024, and the related consolidated statements of operations, changes in shareholders’ equity (deficit), and cash flows for the

years then ended, 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 positions of the Company as of November 30, 2025 and 2024 and the results

of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the

United States of America.

Going Concern Matter

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 has suffered

recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going

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.

The accompanying financial statements

have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1 to the financial statements,

the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time and the Company’s business

plan is dependent on the completion of a business combination within a prescribed period of time and if not completed will cease all operations

except for the purpose of liquidating which raises substantial doubt about its ability to continue as a going concern.

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

6 unchanged sentences

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit 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 audit 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.

We conducted our audits in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audits 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 audit 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 audit provide a reasonable basis for our 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

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 provide a reasonable basis for our opinion.

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor since 2023.

We have served as the Company’s

auditor since 2023.

Houston, Texas

February 7, 2025

March 6, 2026

BLACK HAWK ACQUISITION CORPORATION

BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

Current Assets

Due from related party

Prepaid expenses

Total Current Assets

Deferred offering costs

Investments held in Trust Account

Liabilities, Shares Subject to Redemption and Shareholders’ Equity (Deficit)

Liabilities, Shares Subject to Redemption and Shareholders’ Deficit

Current Liabilities

Due to target company

Accrued offering costs and expenses

Promissory note – related party

Accrued interest expenses

Convertible notes related party

Total Current Liabilities

5 unchanged sentences

6,900,000 shares and 6,900,000 share issued and outstanding at redemption value of $ 11.22 and $ 10.41 as of November 30, 2025 and 2024, respectively

Shareholders’ Equity (Deficit)

Shareholders’ Deficit

Class A ordinary shares, $ 0.0001 par value;

450,000,000 shares authorized;

2,029,500 shares and 0 share issued and outstanding as of November 30, 2024 and 2023, respectively

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

0 share and 1,725,000 shares issued and outstanding as of November 30, 2024 and 2023, respectively

2,029,500 shares issued and outstanding

Additional paid-in capital

Accumulated deficit

Total Shareholders’ Equity (Deficit)

Total Liabilities and Shareholders’ Equity (Deficit)

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

Total Shareholders’ Deficit

Total Liabilities and Shareholders’ Deficit

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

BLACK HAWK ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

September 28, 2023 (Inception)

CONSOLIDATED STATEMENTS OF OPERATIONS

General and administrative expenses

1 unchanged sentence

Loss from Operations

Other income:

Other income (expense):

Interest income

Interest earned on marketable securities held in Trust Account

Total other income

Net income (loss)

Interest earned on investments held in Trust Account

Interest expense

Change in fair value of derivative liability

Total other income, net

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

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares

Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares

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

Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares

Basic and diluted net income per share, non-redeemable Class A ordinary shares

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

BLACK HAWK ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’

EQUITY (DEFICIT)

For the Year Ended November 30, 2025

2 unchanged sentences

Balance – November 30, 2024

Remeasurement of common stock subject to possible redemption

Reclassification of derivative loss to APIC

Balance – November 30, 2025

For the Year Ended November 30, 2024

Ordinary Shares

Total Shareholders’

Balance November 30, 2023

Proceeds from sale of IPO Units

8 unchanged sentences

Balance November 30, 2024

For the Period From September 28, 2023 (Inception) Through November 30, 2023

Ordinary Shares

Shareholders’

September 28, 2023 (Inception)

Founder shares issued to Initial Shareholders

– November 30, 2023

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

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

BLACK HAWK ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

September 28, 2023

(inception) to

CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

Net income (loss)

Adjustment to reconcile net loss to net cash used in operating activities:

Operating cost paid by the Sponsor

Interest earned on marketable securities held in Trust Account

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

Interest earned on investments held in Trust Account

Change in fair value of derivative liability

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable and accrued expenses

Accrued offering costs and expenses

Net Cash Used in Operating Activities

Cash Flows from Investing Activities:

Due from Sponsor- over payment of advance

Purchase of investment held in Trust Account

Net Cash Used in Investing Activities

Cash deposited in Trust Account

Cash withdrawn from Trust to pay redeemed public shareholders

Net Cash Provided by (Used in) Investing Activities

Cash Flows from Financing Activities:

Proceeds from issuance of promissory note to related party

Proceeds from issuance of founder shares to the Initial Shareholders

Proceeds from due to target company

Proceeds from sale of public units

4 unchanged sentences

Repayment of promissory note - related party

Payment to the Sponsor for offering costs

Payment of offering costs

Net Cash Provided by Financing Activities

Payment to redeemed public shareholders

Net Cash (Used in) Provided by Financing Activities

Net Change in Cash

2 unchanged sentences

Supplemental Disclosure of Non-cash Financing Activities:

Issuance of convertible note - recognition of derivative liability

Reclassification of Derivative Liability to APIC

Conversion of Class B to Class A shares

1 unchanged sentence

Accretion of additional paid in capital to accumulated deficit

Change in value of Class A common stock subject to possible redemption

Deferred offering cost paid by Sponsor

Remeasurement of common stock subject to possible redemption

Deferred underwriting fee payable

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

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

BLACK HAWK ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Description of Organization and Business Operations

45 unchanged sentences

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.

On March 10, 2025, the Company entered into a non-binding letter of intent (the “LOI”) with a business combination target, Vesicor Therapeutics, Inc.

(“Vesicor”), regarding a potential business combination (the “Transaction”).

Vesicor is a California-based early development stage biotechnology corporation focused on the development of p53-based cancer therapeutics delivered via precision-engineered microvesicles.

On March 15, 2025, the Company and Vesicor executed a subsequent letter of intent with an exclusivity period extending until the last day of April 2025 (the “Exclusive LOI”).

Pursuant to the LOI, Vesicor deposited two non-refundable deposits totaling $ 250,000 into the Company’s operating account to cover the costs related to Proposed Transaction.

On April 22, 2025, BH Merger Sub, Inc.

(“Merger Sub”), a wholly owned subsidiary of the Company and a Delaware corporation, was formed to be the surviving company after the merger in connection with a contemplated business combination.

It has no principal operations or revenue producing activities.

Business Combination Agreement

On April 26, 2025, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among Vesicor and Merger Sub, of which Vesicor shall reincorporate into the State of Delaware so as to migrate to and domesticate as a Delaware corporation on the day that is one (1) Business Day prior to the Closing Date.

The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, (i) the Company will de-register in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation (the “ Domestication ”), and (ii) following the Domestication, Merger Sub will merge with Vesicor, resulting in Vesicor being the wholly owned subsidiary of the Company, who will continue to be the listed company on the Nasdaq Stock Market and change its name to Vesicor.

At the effective time of the Proposed Transaction, Vesicor’s shareholders and management will receive the right to receive a number of shares of Black Hawk’s common stock equal to the consideration ratio as further specified in the Business Combination Agreement.

The shares held by certain Vesicor’s shareholders will be subject to lock-up agreements for a period of six (6) months following the closing of the Proposed Transaction, subject to certain exceptions.

The Transaction values Vesicor at a pre-money equity value of $ 70 million.

Existing Vesicor shareholders and management will not receive any cash proceeds as part of the transaction and will roll over 100% of their equity into the combined company.

The Transaction, which has been approved unanimously by the boards of directors of both Black Hawk and Vesicor, is subject to regulatory approvals, the approvals by the shareholders of Black Hawk and Vesicor, respectively, and the satisfaction of certain other customary closing conditions including the approval by Nasdaq of the listing application of the combined company.

The completion of the Business Combination remains subject to the satisfaction or waiver of customary closing conditions, including the

effectiveness of the Registration Statement on Form S-4 and Nasdaq listing approval.

There can be no assurance as to the timing of the

completion of the Business Combination or that it will be completed at all.

2025 Extraordina ry General Meeting

The Company filed its definitive proxy statement on June 10, 2025, announcing its Extraordinary General Meeting would be held on June 20, 2025 to vote on three proposals:

(i) a proposal by special resolution to amend the Second Amended and Restated Memorandum and Articles of Association to allow the Company to extend the deadline for the Combination Period by up to eighteen (18) one-month extensions, from June 22, 2025 (the “Termination Date”) to December 22, 2026, for a maximum of 36 months from the date of the Company’s initial public offering;

(ii) a related proposal by special resolution to amend the Trust Agreement, dated March 20, 2024, by and between Black Hawk and Continental Stock Transfer & Trust Company, to allow for such one-month extensions, with each extension conditioned upon the deposit into the Trust Account of $0.03 per remaining public share (after redemptions) for each month extended;, and (iii) a proposal, by ordinary resolution, to adjourn the Extraordinary General Meeting, to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the proposals.

On June 20, 2025, the Company held its Extraordinary General Meeting which, without conducting any business was adjourned.

The Extraordinary General Meeting was adjourned again on June 23, 2025;

June 27, 2025;

July 1, 2025;

and July 3, 2025 in order to solicit additional votes on the matters listed in the notice of Extraordinary General Meeting and the proxy statement, particularly the Trust Amendment Proposal (further described below).

Also on June 20, 2025, the Company filed a supplemental proxy statement revising the language of the Trust Amendment Proposal.

Specifically, the original language referencing deposits of “up to $ 55,000 per one-month extension” was removed and replaced with a new structure.

As revised, the proposal allows Black Hawk to extend the Termination Date up to eighteen (18) times, each for an additional one (1) month, from the current Termination Date to December 22, 2026, by depositing into the Trust Account $0.033 per remaining public share (after redemptions) for each monthly extension, in accordance with the Company’s Trust Agreement, dated March 20, 2024, with Continental Stock Transfer & Trust Company, as trustee.

On July 7, 2025, the Company filed a supplemental proxy statement further amending the Extension Proposal.

The amendment revised the proposed termination date from June 22, 2025 to December 22, 2026, and modified the terms of the Trust Agreement Amendment Proposal.

Under the revised terms, the Company may extend the deadline to consummate a business combination by up to eighteen (18) one-month periods, with each extension conditioned upon a deposit of $ 150,000 per month into the Trust Account, in accordance with the Investment Management Trust Agreement, dated March 20, 2024, between the Company and Continental Stock Transfer & Trust Company.

The Company held its Extraordinary General Meeting on July 8, 2025, at which shareholders approved the Extension Proposal and related amendments to Black Hawk’s governing documents and Trust Agreement.

As a result, Black Hawk now has the ability to extend the business combination deadline monthly through December 22, 2026, subject to making the required $ 150,000 monthly deposits into the Trust Account.

In connection with the Extraordinary General Meeting, holders of 4,775,923 public ordinary shares exercised their redemption rights, resulting in a total payment of approximately $ 51.0 million (at approximately $10.68 per share) from the Trust Account.

Following the redemptions, approximately $ 22.7 million remains in the Trust Account, and 2,124,077 public ordinary shares remain issued and outstanding.

Extension Payment

connection with the Extension, the Sponsor agreed to make Extension Payment following the approval and implementation of the

Beginning on June 22, 2025 until December 22, 2026, Black Hawk may elect to extend the date by which Black Hawk has to

consummate a business combination month-by-month each time for a total of up to eighteen times by depositing $ 150,000

for each such one-month extension into Black Hawk’s Trust Account.

On July 15, 2025, Black Hawk exercised its first extension

by depositing $ 150,000

into the Trust Accou nt to extend the deadline to complete the Business Combination from June 22, 2025 to July 22, 2025.

Company has exercised monthly extensions beginning June 22, 2025 by depositing $150,000 into the Trust Account for each applicable

extension period.

As discussed above, certain extension payments due in December 2025 and January 2026 were funded after their

respective due dates.

As of the issuance date of these financial statements, the Company is current with respect to its extension

Going Concern Consideration

As of November 30, 2024, the Company had $ 264,842 in cash and working capital of $ 243,093 .

As of November 30, 2025, the Company had $ 39,521 in cash and working capital deficit of $ 1,431,443 .

The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $ 25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $ 250,000 (see Note 5).

6 unchanged sentences

Risks and Uncertainties

As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions as well as the impact of armed conflict in Israel and the Gaza Strip commenced in October 2023, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected.

Various social and political circumstances in the U.S.

and around the world (including rising trade tensions between the U.S.

and China, and other uncertainties regarding actual and potential shifts in the U.S.

and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S.

and worldwide.

As a result of these circumstances and the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected.

In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all.

The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The unaudited financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

Note 2 — Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include

the financial statements of the Company and its wholly owned subsidiaries.

All transactions and balances among the Company and its subsidiaries

have been eliminated upon consolidation.

Basis of Presentation

The accompanying audited financial statements are

presented in U.S.

The accompanying audited financial statements are presented in U.S.

Dollars and in conformity the U.S.

GAAP and pursuant to the rules and regulations of the SEC.

Accordingly, they include

all of the information and footnotes required by the U.S.

In the opinion of management, all adjustments (consisting of normal accruals)

considered for a fair presentation have been included.

They should be read in conjunction with the Company’s Current Report on

Form 8-K, as filed with the SEC on March 26, 2024.

Accordingly, they include all of the information and footnotes required by the U.S.

In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included.

They should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on February 7, 2025.

Emerging Growth Company

13 unchanged sentences

The Company had $ 39,521 and $ 264,842 in cash and none in cash equivalents as of November 30, 2025 and 2024, respectively.

Investment Held in Trust Account

As of November 30, 2024 and 2023, the Company had $ 71,829,264 and none in investment held in the Trust Account comprised of money market funds that invest in U.S.

government securities.

Investments Held in Trust Account

As of November 30, 2025 and 2024, the Company had $ 23,827,149 and $ 71,829,264 in investment held in the Trust Account comprised of money market funds that invest in U.S.

government securities, respectively.

Investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period.

15 unchanged sentences

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

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

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

Net Income (Loss) Per Ordinary Share

3 unchanged sentences

As a result, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the periods presented.

Schedule of basic income (loss) per share

The calculation of diluted income per ordinary

share does not consider the effect of the rights issued in connection with the (i) IPO, and (ii) the private placement, since the issuance

of the shares included in the rights is contingent upon the occurrence of future events.

The rights entitle the holder to receive one-fifth

of one ordinary share representing a total of 1,427,100 ordinary shares.

of basic income (loss) per share

For the Year Ended

the Period from

September 28,

(inception) to

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

For the Year Ended

Basic and diluted net income per ordinary share

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per ordinary share

Basic and diluted net income per ordinary share

Concentration of Credit Risk

3 unchanged sentences

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Related Party

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.

Ordinary Shares Subject to Possible Redemption

5 unchanged sentences

The Company has elected to recognize the changes immediately.

The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

Convertible Promissory Notes and Derivative

The Company accounts for convertible promissory

notes under ASC 470 “Debt” and evaluates embedded features under ASC 815 “Derivatives and Hedging”.

affiliate loans may be converted into ordinary shares upon completion of a Business Combination.

If the conversion option has a fixed conversion

price and meets the “own-equity” scope exception in ASC 815-40, the note is accounted for as a single debt instrument.

the conversion price is variable or indexed to the target company’s equity, the conversion feature is bifurcated and recorded as

a derivative liability, initially measured and subsequently remeasured at fair value each reporting period, with changes recognized in

The debt host is recorded at the residual amount and amortized to face value using the effective interest method.

notes and derivative liabilities are classified as current liabilities if settlement or conversion is expected within one year.

value is estimated using the Black-Scholes, Binomial, or Monte Carlo models and is categorized as Level 3 under ASC 820.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07,

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures, on an annual

and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”),

as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that

a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment

profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all

annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide

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

This ASU is effective for fiscal

years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption

The Company is currently evaluating the impact of adopting ASU 2023-07.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

24 unchanged sentences

The amount was unsecured, interest-free and due on demand, which was offset with the repayment of the Promissory Note on March 25, 2024.

As of November 30, 2024 and 2023, the Company had a total due from related party of $ 0 and $ 30,900 , respectively.

As of November 30, 2025 and 2024, the Company had no amount due from related party.

Promissory Note — Related Party

3 unchanged sentences

The entire loan amount was repaid by the Company on March 25, 2024.

There was $ 0 and $ 250,000 outstanding under the Promissory Note as of November 30, 2024 and 2023, respectively.

The Company had no borrowings under the Promissory Note as of November 30, 2025 and 2024.

Convertible Notes — Related Party

On June 13, 2025 and September 23, 2025, the Company issued convertible

promissory notes to the Sponsor (the “June Note” and the “September Note,” and collectively, the “Convertible

Notes”), each permitting borrowings of up to $350,000.

As of November 30, 2025, the Company had drawn $350,000 under the June Note

and $250,000 under the September Note.

The June Note bears interest at 6% per annum and the September Note bears interest at 10% per annum.

The Convertible Notes are unsecured and mature on the earlier of (i) the consummation of a business combination or (ii) the Company’s liquidation date, as approved by stockholders.

Upon consummation of a business combination, the Sponsor may elect to convert any unpaid principal and accrued interest into ordinary shares of the Company.

The conversion price was defined as the most favorable price per share, conversion rate, or valuation assigned to any equity securities issued by the target company in connection with the DeSPAC transaction to any third party during the thirty-six (36) months preceding conversion.

Because the conversion price was variable and based on the valuation of equity securities issued by the target company, the embedded conversion feature did not qualify for the equity scope exception under ASC 815-40.

Accordingly, the conversion feature was bifurcated and recorded as a derivative liability at fair value, with changes in fair value recognized in earnings.

On September 30, 2025, the Convertible Notes were

modified such that the conversion feature became convertible solely into the Company’s own ordinary shares at a fixed conversion

price of $1.00 per share, which represents one-tenth (1/10) of the Company’s $10.00 initial public offering price per unit.

the modification, the conversion option met the equity scope exception under ASC 815-40, and the Convertible Notes were accounted for

as debt with no further fair value remeasurement.

Upon the modification of the Convertible Notes

on September 30, 2025, the conversion feature was revised such that it met the equity scope exception under ASC 815-40.

As a result, the

embedded derivative no longer required separate liability classification.

The carrying amount of the derivative liability as of the modification

date was reclassified to additional paid-in capital.

For the year ended November 30, 2025, the Company

recognized changes in fair value of the derivative liability through the date of modification.

As of November 30, 2025, there was no derivative

liability outstanding.

As of November 30, 2025, the outstanding

principal balance under the Convertible Notes was $595,369, including unamortized discount of $ 4,538 and accrued interest of $ 15,454 .

There was no convertible note outstanding as of November 30, 2024.

June Convertible Note

At issuance, the Company recorded a debt discount of $ 3,244 , representing the fair value of the embedded conversion option.

At September 30, 2025, the derivative liability was measured at $ 3,177 , compared to $ 3,244 at issuance, resulting in a derivative gain of $ 67 recognized in “Change in fair value of derivative liability.” Interest expense of approximately $ 9,838 was incurred and accrued for the year ended November 30, 2025.

The fair value of the conversion feature was estimated

at the as converted value at September 30, 2025 and initial measurement date of June 13, 2025 to be $ 3,177 and $ 3,244 , respectively.

binomial tree model was used based on the following key assumptions:

of fair value of the conversion feature assumptions

At Issuance

September 30,

Time to maturity (in year)

Business combination success rate

Expected Volatility

Expected dividend yield

Risk-free rate

The following table presents the changes in the

fair value of the Level 3 Derivative liability - Convertible Note conversion option:

Schedule of Derivative Liabilities at fair value

Fair value as of November 30, 2024

Initial recognition at issuance (June 13, 2025)

Change in valuation recognized in earnings

Fair value as of September 30, 2025

September Convertible Note

At issuance, the Company recorded a debt discount of $ 1,387 , representing the fair value of the embedded conversion option related to the $ 150,000 funded principal amount.

At September 30, 2025, the derivative liability was measured at $ 1,361 , compared to $ 1,386 at issuance, resulting in a non-cash gain of $ 25 recognized in “Change in fair value of derivative liability.” Interest expense of approximately $ 5,616 was incurred and accrued for the year ended November 30, 2025.

The fair value of the conversion feature was estimated

at the as converted value at September 30, 2025 and initial measurement date of September 23, 2025 to be $ 1,361 and $ 1,386 , respectively.

The binomial tree model was used based on the following key assumptions:

of fair value of the conversion feature assumptions

At Issuance

September 23,

September 30,

Time to maturity (in year)

Business combination success rate

Expected Volatility

Expected dividend yield

Risk-free rate

The following table presents the changes in the

fair value of the Level 3 Derivative liability - Convertible Note conversion option:

Schedule of Derivative Liabilities at fair value

Fair value as of November 30, 2024

Initial recognition at issuance (September 23, 2025)

Change in valuation recognized in earnings

Fair value as of September 30, 2025

Related Party Loans

6 unchanged sentences

The Company entered into an Administrative Services Agreement with the Sponsor on December 4, 2023, commencing on the effective date of the registration statement of IPO through the later of the Company’s consummation of a Business Combination or 21 months from such effective date, to pay the Sponsor a total of $ 10,000 per month for office space and administrative and support services.

The Company incurred $ 83,945 and $ 0 for the year ended November 30, 2024 and the period from September 28, 2023 (inception) to November 30, 2023, respectively.

The entire amount of $ 83,945 was paid to the Sponsor, as such, there was no amount due to the Sponsor as of November 30, 2024.

The Company incurred and paid to the Sponsor $ 120,000 and $ 83,945 for the year ended November 30, 2025 and 2024, respectively;

no amount was outstanding as of November 30, 2025 and 2024.

Note 6 — Commitments and Contingencies

25 unchanged sentences

As of November 30, 2024 and 2023, there were 2,029,500 Class A ordinary shares (excluding 6,900,000 and 0 Class A ordinary shares subject to redemption, respectively) and 1,725,000 Class B ordinary shares issued and outstanding, respectively.

As of November 30, 2025 and 2024, there were 2,029,500 Class A non-redeemable ordinary shares issued and outstanding (excluding 2,124,077 and 6,900,000 Class A ordinary shares subject to redemption as of November 30, 2025 and November 30, 2024, respectively).

Rights — Each holder of a right will receive one share of Class A Ordinary Share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination.

7 unchanged sentences

Accordingly, holders of the rights might not receive the shares of common stock underlying the rights.

Note 8 — Due to Target Company

In connection with the Extension, the

Vesicor agreed to contribute half the Extension Payment.

For the year ended November 2025 and 2024, Vesicor contributed $ 575,000

respectively.

The amount provided is interest free and will be reimbursed by the surviving company’s common stock upon closing

of the business combination.

The loan can be converted at $9.40 per share.

If, 180 days after closing, the company’s common stock is trading at $5.00 or lower,

the reimbursement rate will increase to $5.00 per share, with additional ordinary shares issued to compensate the Target for the monetary

Note 9 — Fair Value Measurements

7 unchanged sentences

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

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of November 30, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of November 30, 2025 and 2024, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Schedule of Assets measured at fair value on a recurring basis

1 unchanged sentence

Investments held in Trust Account

Active Markets

Investments held in Trust Account

Note 10 — Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision

maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as

a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined

that the Company only has one operating and reportable segment.

The CODM assesses performance for the single

segment and decides how to allocate resources.

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, which include

the following:

Schedule of segment information

General and administrative expenses

Interest earned on investments held in Trust Account

The key measures of segment profit or loss reviewed by the CODM are general and administrative expenses and interest earned on investments held in Trust Account.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period.

The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Interest earned on investments held in Trust Account are reviewed 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.

Note 11 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statement was issued.

Based on the review as further disclosed in the footnotes, management did not identify any material subsequent event requiring disclosure in the financial statement.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statement

Based on the review as further disclosed in the footnotes, management identified the following subsequent event requiring

disclosure in the financial statements.

In December 2025, the Company drew the remaining balance of the September

Convertible Note, totaling $ 100,000 .

Between December 2025 and February 28, 2026, Vesicor contributed a

total of $ 350,000 as extension fees.

On February 12, 2026, the Company issued a

convertible note to the Sponsor in the amount of up to $ 300,000 to

be used for working capital and extension fee purposes (“February 2026 Convertible Note”).

The February 2026 Convertible

Note is unsecured with a 10% annual interest rate commencing on February 12, 2025, and continuing for a period of one year.

due on the earlier of the date on which the Company consummates a business combination, or the liquidation date as may be approved

by the Company’s stockholders.

The February 2026 Convertible Note is convertible solely into the Company’s own ordinary

shares at a fixed conversion price of $1.00 per share, which represents one-tenth (1/10) of the Company’s $10.00 initial

public offering price per unit.

As of February 28, 2026, the February 2026 Convertible Note was fully drawn.

In connection with the Extension, the Company was required to deposit

$ 150,000 into the Trust Account for each one-month extension of the Combination Period.

The extension payments due on December 22, 2025, January 22, 2026, and February 22, 2026 were funded after their respective due dates.

As of the issuance date of these financial statements, the Company

has funded the required extension payments and is current under its amended and restated memorandum and articles of association.

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

What changed 10-K

Item 9A. Controls and Procedures