What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-06-28 compared with 2024-04-19 · 280 added, 185 removed, 218 unchanged (68% of the section changed)

7 unchanged sentences

Deferred offering costs

Liabilities and

Shareholders' Equity (Deficit)

Investments held in Trust Account

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

Current Liabilities

2 unchanged sentences

Total Current Liabilities

Deferred underwriting fee payable

Total Liabilities

Commitments and Contingencies – see Note 6

Shareholders’

Equity (Deficit)

Class A ordinary shares subject to

possible redemption, $ 0.0001

shares authorized;

share issued and outstanding at redemption value of $ 10.15

at May 31, 2024 and November 30, 2023, respectively

Shareholders’ Equity (Deficit)

Class A ordinary shares, $ 0.0001

450,000,000 (1)

shares authorized;

issued and outstanding

share issued and outstanding at May 31, 2024 and November 30, 2023, respectively

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

1,725,000 shares issued and outstanding (2)

0 share and 1,725,000 shares issued and outstanding as of May 31, 2024 and November 30, 2023, respectively

Additional paid-in capital

2 unchanged sentences

Total Liabilities and Shareholders’ Equity (Deficit)

Represents the number of shares to be authorized upon the effectiveness of the initial public offering.

Includes up to 225,000 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

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

BLACK HAWK ACQUISITION CORPORATION

STATEMENT OF OPERATIONS

STATEMENTS OF OPERATIONS

Three Months Ended

and operating costs

and diluted weighted average shares outstanding (1)

and diluted net loss per share

Excludes an aggregate of up to 225,000 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

Six Months Ended

General and administrative expenses

Related party administrative fees

Loss from Operations

Other income:

Interest income

Interest earned on marketable securities held in Trust Account

Total other income

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 ordinary shares

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

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

BLACK HAWK ACQUISITION CORPORATION

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED FEBRUARY 29, 2024

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2024

Ordinary Shares

2 unchanged sentences

BalanceFebruary 29, 2024

Includes up to 225,000 shares of ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

Proceeds from sale of IPO Units

Proceeds from sale of Private Placement Units

Issuance of representative shares

Common stock subject to possible redemption

( 6,900,000 )

( 69,344,310 )

( 69,345,000 )

Conversion of Class B to Class A ordinary shares

( 1,725,000 )

Underwriter commissions

( 3,795,000 )

Offering costs

Accretion of additional paid in capital to accumulated deficit

( 1,749,946 )

Remeasurement of common stock subject to possible redemption

Balance May 31, 2024

$ ( 1,991,483 )

$ ( 1,991,280 )

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

1 unchanged sentence

STATEMENT OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash Flows from Operating Activities:

Adjustments to reconcile net cash used in operating activities:

Changes in assets and liabilities:

Prepaid expense

Accrued expenses

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

Interest earned on marketable securities held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable and accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

Purchase of investment held in Trust Account

Net cash used in investing activities

Cash Flows from Financing Activities:

Payment of deferred offering costs

Net cash used financing activities

Net change in cash

Proceeds from sale of public units

Proceeds from sale of Private Placements units

Proceeds from issuance of ordinary shares to underwriter

Proceeds from due from related party

Payment of underwriter compensation

Repayment of promissory note - related party

Payment of offering costs

Net cash provided by financing activities

Net Changes in Cash

Cash - Beginning of period

Cash, End of the period

Cash - End of period

Supplemental Disclosure of Non-cash Financing Activities:

Conversion of Class B to Class A shares

Initial classification of common stock subject to possible redemption

Accretion of additional paid in capital to accumulated deficit

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

Deferred underwriting fee payable

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

6 unchanged sentences

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 February 29, 2024, the Company had

not commenced any operations.

All activities through February 29, 2024 are related to the Company’s formation and the proposed

initial public offering (“Proposed Public Offering”), which are described below.

The Company will not generate any operating

revenues until after the completion of a Business Combination, at the earliest.

The Company will generate non-operating income in the

form of interest income from the proceeds derived from the Proposed Public Offering.

The Company has selected November 30 as its

fiscal year end.

The Company’s sponsor is Black Hawk Management

LLC (the “Sponsor”), a Delaware limited liability company.

The Company’s ability to commence operations is contingent

upon obtaining adequate financial resources through a Proposed Public Offering of 6,000,000 units (the “Units” and, with respect

to the shares of Class A ordinary shares included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit (or

6,900,000 Units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, and the sale of

222,000 units (or 235,500 units if the underwriters’ over-allotment option is exercised in full) (the “Private Units”)

at a price of $ 10.00 per Private Unit in a private placement to the Sponsor that will close simultaneously with the Proposed Public Offering

(see Note 4).

The Company’s management has broad discretion with respect to

the specific application of the net proceeds of the Proposed Public Offering and the sale of the Private Units, although substantially

all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

There is no assurance that the

Company will be able to complete a Business Combination successfully.

The Company must complete a Business Combination having an aggregate

fair market value of at least 80 % of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions

and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination.

The Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding

voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register

as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

Upon the closing

of the Proposed Public Offering, management has agreed that an amount equal to at least $ 10.05 per Unit sold in the Proposed Public Offering,

including the proceeds from the sale of the Private Units, net of the underwriters’ fees and expenses described herein and other

accountable expenses, will be placed in the Trust Fund and will be invested only in U.S.

government treasury bills, bonds or notes 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 of

1940 and which invest solely in U.S.

The Trust Fund will be deposited into a trust account (“Trust Account”) in

to be released only in the event of either:

(i) the consummation of a Business Combination or (ii) the Company’s failure

to complete a Business Combination within the applicable period of time.

As of May 31, 2024, the Company had not commenced

any operations.

All activities through May 31, 2024 are related to the Company’s formation and the initial public offering (“IPO”

as defined below), and subsequent to the IPO, identifying a target company for an initial business combination.

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO and, subsequent to

the IPO, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the

completion of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from

the proceeds derived from the IPO.

The Company has selected November 30 as its fiscal year end.

The Company’s sponsor is Black Hawk Management LLC (the “Sponsor”), a Delaware limited liability company.

The registration statement for the Company’s IPO became effective on March 20, 2024.

On March 22, 2024, the Company consummated the IPO of 6,900,000 units (which does not include the exercise of the over-allotment option by the underwriters in the IPO) at an offering price of $ 10.00 per unit (the “Public Units’), generating gross proceeds of $ 69,000,000 .

Simultaneously with the IPO, the Company sold to its Sponsor 235,500 units at $ 10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $ 2,355,000 , which is described in Note 4.

Transaction costs amounted to $ 4,474,743 ,

consisted of $ 690,000

cash underwriting, $ 2,415,000

deferred underwriting fees (payable only upon completion of a Business Combination), $ 690,000

issuance of representative shares and $ 679,743

other offering costs.

Upon the closing of the IPO and the private placement on March 22, 2024, a total of $ 69,345,000 was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S.

government treasury bills 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 of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S.

government treasury obligations.

These funds will not be released until the earlier of the completion of the initial Business Combination and the liquidation due to the Company’s failure to complete a Business Combination within the applicable period of time.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

In addition, interest income earned on the funds in the Trust Account may be released to the Company to pay its income or other tax obligations.

With these exceptions, expenses incurred by the Company may be paid prior to a business combination only from the net proceeds of the IPO and private placement not held in the Trust Account.

Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80 % test, at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance.

If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test.

The Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

10 unchanged sentences

The Initial Shareholders have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have 15 months (or up to 18 months or up to 21 months if it extends such period) from the closing of the IPO to consummate a Business Combination (the “Combination Period”).

If the Company anticipates that that it may not be able to consummate initial business combination within 15 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 21 months to complete a business combination) (the “Combination Period”).

In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $ 690,000 , or $793,500 if the underwriters’ over-allotment option is exercised in full ($ 0.10 per Public Share in either case or an aggregate of $ 1,380,000 (or $1,587,000 if the over-allotment option is exercised in full), on or prior to the date of the applicable deadline.

The Company will have 15 months (or up to 18 months

or up to 21 months if it extends such period) from the closing of the IPO to consummate a Business Combination (the “Combination

If the Company anticipates that that it may not be able to consummate initial business combination within 15 months,

the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination

two times by an additional three months each time (for a total of 21 months to complete a business combination) (the “Combination

In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate

or designees must deposit into the Trust Account $ 690,000

per Public Share) or an aggregate of $ 1,380,000 ,

on or prior to the date of the applicable deadline.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest (which interest shall be net of taxes payable and less up to $ 100,000 of interest to pay liquidation and 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

6 unchanged sentences

Going Concern Consideration

As of February 29, 2024, the Company had

in cash and working capital deficit of $ 159,616 .

The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of

for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $ 250,000

(see Note 5).

As of May 31, 2024, the Company had $ 366,670 in cash and working capital of $ 423,720 .

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).

The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.

6 unchanged sentences

Management has evaluated the impact of current conflicts around the globe, including Russia’s invasion of Ukraine and the Israel-Hamas war, and related sanctions on the world economy, which is not determinable as of the date of these financial statements, 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 these risks and uncertainties.

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

5 unchanged sentences

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.

The interim results for the three months ended February 29, 2024 are not necessarily indicative of the results that may be expected through November 30, 2024 or for any future periods.

The interim results for the three and six months ended May 31, 2024 are not necessarily indicative of the results that may be expected through November 30, 2024 or for any future periods.

Emerging Growth Company

12 unchanged sentences

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

The Company had $ 59,402 and $ 125,100 in cash and none in cash equivalents as of February 29, 2024 and November 30, 2023, respectively.

The Company had $ 366,670 and $ 125,100 in cash and none in cash equivalents as of May 31, 2024 and November 30, 2023, respectively.

Investment Held in Trust Account

As of May 31, 2024 and November 30, 2023, the Company had $ 70,013,169

and none in investment held in the Trust Account comprised of money market funds that invest in U.S.

government securities.

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

Earnings on investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying statement of operations.

The estimated fair value of investments held in the Trust Account is determined using available market information.

Deferred Offering Costs

Deferred offering costs consist of legal, underwriting fees and other costs incurred through the balance sheet date that are directly

related to the Proposed Public Offering and that will be charged to shareholders’ equity upon the completion of the Proposed Public

Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred,

will be charged to operations.

Deferred offering costs of $ 135,062 and $ 107,000 consisted of legal and other costs incurred through February 29, 2023 and November 30, 2023, respectively.

The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”.

Deferred offering costs were $ 4,474,743 consisting principally of $ 3,795,000 underwriting fees $ 679,743 legal and other expenses that are directly related to the IPO and charged to shareholders’ equity upon the completion of the IPO.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

5 unchanged sentences

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 February 29, 2024.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of May 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.

2 unchanged sentences

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

Net Loss Per Ordinary Share

Net loss per ordinary share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding shares of ordinary shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 225,000 shares of ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Notes 5).

As of February 29, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company.

As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented.

Net Income (Loss) Per Ordinary Share

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

Net income (loss) per common is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders.

As of May 31, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

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

Schedule of basic income (loss) per share

Three Months Ended

Six Months Ended

Basic and diluted net per share

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share

Concentration of Credit Risk

13 unchanged sentences

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.

Note 3 — Proposed Public Offering

Pursuant to the Proposed Public Offering, the Company intends to offer

for sale 6,000,000 Units (or 6,900,000 Units if the over-allotment option is exercised in full) at a price of $ 10.00 per Unit.

consists of one Class A ordinary share and one-fifth (1/5) of one right (“Public Right”).

Each Public Right will convert into

one Class A ordinary share upon the consummation of a Business Combination.

Note 3 — Initial Public Offering

On March 22, 2024, the Company sold 6,900,000 Units at a price of $ 10.00 per Unit generating gross proceeds of $ 69,000,000 .

Each Unit consists of one Class A ordinary share and one-fifth (1/5) of one right (“Public Right”).

Each Public Right will convert into one Class A ordinary share upon the consummation of a Business Combination.

Note 4 — Private Placement

The Sponsor has agreed to purchase an aggregate of 222,000 Private

Units (or 235,500 Private Units if the over-allotment option is exercised in full) at a price of $ 10.00 per Private Unit for an aggregate

purchase price of $ 2,220,000 , or $ 2,355,000 , if the over-allotment option is exercised in full, in a private placement that will occur

simultaneously with the closing of the Proposed Public Offering.

Each Private Unit will consist of one Class A ordinary share (“Private

Share”) and one-fifth (1/5) of one right (“Private Right”).

Each Private Right will convert into one Class A ordinary

share upon the consummation of a Business Combination.

The proceeds from the Private Units will be added to the proceeds from the Proposed

Public Offering to be held in the Trust Account.

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

the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements

of applicable law), and the Private Units and all underlying securities will expire worthless.

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 235,500 Private Units at a price of $ 10.00 per Private Unit for an aggregate purchase price of $ 2,355,000 in a private placement.

The Private Units are identical to the Public Units except with respect to certain registration rights and transfer restrictions.

Each Private Unit will consist of one Class A ordinary share (“Private Share”) and one-fifth (1/5) of one right (“Private Right”).

Each Private Right will convert into one Class A ordinary share upon the consummation of a Business Combination.

The proceeds from the Private Units will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

Note 5 — Related Party Transactions

Founder Shares

On October 16, 2023, the Company issued 17,250,000 shares of Class B ordinary shares, $ 0.0001 per share to the Sponsor (“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.

As of February 29, 2024, there were 1,725,000 Founder Shares issued and outstanding among which, up to 225,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full, so that the Sponsor will beneficially own 20% of the Company’s issued and outstanding shares after the Proposed Public Offering (not including the shares to be issued to the underwriter upon the consummation of the Proposed Public Offering or the shares underlying the private placement units and assuming the it does not purchase any Public Shares in the Proposed Public Offering and excluding the Private Units).

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

shares of Class B ordinary shares, $ 0.0001

per share to the Sponsor (“Founder Shares”), for an aggregated consideration of $ 25,000 ,

or approximately $ 0.0145

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 18, 2024, the Company elected to convert 1,725,000

Class B ordinary shares into 1,725,000

Class A ordinary shares upon the closing of IPO.

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.

As of May 31, 2024 and November 30, 2023, there were 1,725,000

Founder Shares issued and outstanding.

The Initial Shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares for a time period ending on the date that is the earlier of (A) six months after the completion of the Company’s initial business combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination that results in all of the public shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property.

3 unchanged sentences

Due from Related Party

The Company reimbursed the Sponsor for its payment of $ 30,900 professional fees to a service provider which is no longer engaged by the Company.

As of February 29, 2024, $ 30,900 was outstanding to be paid by the Sponsor;

the amount is unsecured, interest-free and due on demand.

The Company reimbursed the Sponsor for its

payment of $ 30,900

professional fees to a service provider which is no longer engaged by the Company.

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 May 31, 2024 and November

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

Promissory Note — Related Party

On October 16, 2023, the Sponsor agreed to loan the Company up to an aggregate amount of $ 250,000 to be used, in part, for transaction costs incurred in connection with the Proposed Public Offering (the “Promissory Note”).

On October 16, 2023, the Sponsor agreed to

loan the Company up to an aggregate amount of $ 250,000 to

be used, in part, for transaction costs incurred in connection with the Proposed Public Offering (the “Promissory

The Promissory Note is unsecured, interest-free and due on the earlier of:

(i) September 30, 2024 or (ii) the date on which the Company closes the IPO.

As of February 29, 2024, $ 250,000 was outstanding under the Promissory Note.

(i) September 30, 2024 or (ii) the

date on which the Company closes the IPO.

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 May 31, 2024 and November 30, 2023, respectively.

Related Party Loans

In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Initial Shareholders or their affiliates may, but are not obligated to, loan us funds as may be required.

If the Company completes an initial Business Combination, it will repay such loaned amounts.

In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

In addition, in order to finance transaction

costs in connection with an intended initial Business Combination, the Initial Shareholders or their affiliates may, but are not

obligated to, loan us funds as may be required.

If the Company completes an initial Business Combination, it will repay such loaned

In the event that the initial Business Combination does not close, the Company may use a portion of the working capital

held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

Certain amount of such loans may be converted into private at $10.00 per share at the option of the lender.

As of February 29, 2024, the Company had no borrowings under the working capital loans.

As of May 31, 2024

and November 30, 2023, the Company had no

borrowings under the working capital loans.

Administrative Services Agreement

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.

Note 6 — Commitments and Contingency

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 $ 23,945 for

the six months ended May 31, 2024, the entire amount was paid to the Sponsor.

As of May 31, 2024 and November 30, 2023, there

was no amount due to the Sponsor.

Note 6 — Commitments and Contingencies

Registration Rights

The holders of the Founder Shares issued and outstanding on the date of the prospectus, as well as the holders of the private units and any shares of the Company’s insiders, officers, directors or their affiliates may be issued in payment of working capital loans and extension loans made to the Company (and any shares of ordinary shares issuable upon conversion of the underlying the private rights), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the registration statement.

The holders of the Founder Shares issued and outstanding on the date of this prospectus, as well as the holders of the private units and any shares of the Company’s insiders, officers, directors or their affiliates may be issued in payment of working capital loans and extension loans made to the Company (and any shares of ordinary shares issuable upon conversion of the underlying the private rights), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the registration statement.

The holders of a majority of these securities are entitled to make up to two demands that we register such securities.

7 unchanged sentences

Underwriting Agreement

The Company granted EF Hutton, the representative of the underwriters, a 45-day option from on the date of the Proposed Public Offering, to purchase up to 1,035,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

The Company granted EF Hutton, the representative of the underwriters, a 45-day option from March 22, 2024, to purchase up to 1,035,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

The over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and is accounted for as a liability pursuant to ASC 480.

The underwriters will be entitled to a cash underwriting discount of 1.0% of the gross proceeds of the Proposed Public Offering, or $ 600,000 (or $ 690,000 if the over-allotment option is exercised in full).

The value of the over-allotment option was estimated to be $ 93,150 as of March 22, 2024.

The underwriters did not excise the over-allotment option, as such, there was no liability accrued on the balance sheet as of May 31, 2024.

The underwriters were paid a cash underwriting discount of 1.0% of the gross proceeds of the IPO or $ 690,000 .

In addition, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO or $ 2,415,000 will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Additionally, the Company will issue the underwriters 1% of the gross proceeds of this offering as underwriting discounts and commissions in the form the Company’s shares at a price of $ 10.00 per Class A ordinary share, which will equal 60,000 shares (or 69,000 shares if the underwriter’s overallotment option is exercised in full) upon the consummation of this offering.

Additionally, the Company issued the underwriters 69,000 shares of Class A ordinary shares for the representative shares, at the closing of the IPO as part of representative compensation on March 22, 2024.

Note 7 — Shareholders’ Equity

Ordinary Shares — The Company’s Post-offering Memorandum and Articles to be adopted with effect from the effectiveness of Proposed Public Offering will be authorized to issue up to 450,000,000 Class A ordinary shares and 50,000,000 Class B ordinary shares, par value $ 0.0001 per share.

Holders of Class A ordinary shares and holders of Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by the shareholders, except as required by law;

provided that, prior to the initial Business Combination, only holders of our Class B ordinary shares will have the right to vote on the appointment of directors, and holders of a majority of the Class B ordinary shares may remove a member of the board of directors.

With respect to any other matter submitted to a vote of the Company’s shareholders, including any vote in connection with the initial Business Combination, except as required by law or the Company’s articles of association, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class.

The Class B ordinary shares held by the Sponsor may convert into Class A ordinary shares at any time at their option, but will automatically convert into Class A ordinary shares upon the completion of the initial Business Combination on a one-for-one basis, subject to adjustments.

At February 29, 2024, there were 1,725,000 shares of Class B ordinary shares issued and outstanding, of which an aggregate of up to 225,000 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full, so that the Sponsor will own 20% of the issued and outstanding shares after the Proposed Public Offering (not including the shares to be issued to the underwriter upon the consummation of the Proposed Public Offering or the shares underlying the private placement units and assuming the Sponsor does not purchase any public units in the Proposed Public Offering and excluding the Private Shares underlying the Private Units).

Ordinary Shares — The

Company is authorized to issue up to 450,000,000

Class A ordinary shares and 50,000,000

Class B ordinary shares, par value $ 0.0001

Holders of Class A ordinary shares and holders of Class B ordinary shares are entitled to one vote for each share held on

all matters to be voted on by the shareholders, except as required by law;

provided that, prior to the initial Business Combination,

only holders of our Class B ordinary shares will have the right to vote on the appointment of directors, and holders of a majority

of the Class B ordinary shares may remove a member of the board of directors.

With respect to any other matter submitted to a vote

of the Company’s shareholders, including any vote in connection with the initial Business Combination, except as required by

law or the Company’s articles of association, holders of Class A ordinary shares and holders of Class B ordinary shares will

vote together as a single class.

The Class B ordinary shares held by the Sponsor may convert into Class A ordinary shares at any

time at their option, but will automatically convert into Class A ordinary shares upon the completion of the initial Business

Combination on a one-for-one basis, subject to adjustments.

On March 18, 2024, the Company elected to convert 1,725,000

Class B ordinary shares into 1,725,000

Class A ordinary shares upon the closing of IPO.

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.

As of May 31, 2024 and November 30, 2023, there were 2,029,500 Class A ordinary shares (excluding 6,900,000 Class A

ordinary shares subject to redemption) and 1,725,000

Class B ordinary shares issued and outstanding, respectively.

Rights — Each holder of a right will receive one share of common stock 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 — 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:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

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

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of May 31, 2024 and indicates 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

Active Markets

Cash held in Trust Account

Note 9 — Subsequent Events

The Company evaluated subsequent events and

transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

review as further disclosed in the footnotes, management identified the following subsequent events requiring disclosure in the

financial statement.

On March 18, 2024, the Company elected to convert 1,725,000 Class B ordinary shares into 1,725,000 Class A ordinary shares upon the closing of IPO.

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, or $ 0.0126 par value per ordinary share (up to 258,750 Class B ordinary shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is not exercised in full or in part).

On March 22, 2024, the Company sold 6,900,000 Units at a price of $ 10.00 per Unit generating gross proceeds of $ 69,000,000 .

Each Unit consists of one Class A ordinary share and one-fifth (1/5) of one right (“Public Right”).

Each Public Right will convert into one Class A ordinary share upon the consummation of a Business Combination.

Simultaneously with the closing of the IPO on March 22, 2024, the Sponsor

purchased an aggregate of 235,500 Private Units at a price of $ 10.00 per Private Unit for an aggregate purchase price of $ 2,355,000 in

a private placement.

On March 25, 2024, the Company repaid $ 250,000 Promissory Note issue to the Sponsor;

this amount was offset by $ 30,900 due to the Company resulting in a net payment of $ 219,100 to the Sponsor.

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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

21 unchanged sentences

We have neither engaged in any operations nor generated any revenues to date.

Our only activities from September 28, 2023 (inception) through February 29, 2024, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination.

Our only activities from September 28, 2023 (inception) through May 31, 2024, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination.

We do not expect to generate any operating revenues until after the completion of our initial business combination.

1 unchanged sentence

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended February 29, 2024,

we had a net loss of $30,701, which consists of loss of $30,701 derived from formation and operating costs.

For the three months ended May 31, 2024, we had net income of $310,936, which consisted of general and administrative expenses of $335,259, related party administrative fees of $23,945, offset by interest income of $670,140.

For the six months ended May 31, 2024, we had net income of $280,235, which consisted of general and administrative expenses of $365,960, related party administrative fees of $23,945, offset by interest income of $670,140.

Liquidity and Capital Resources

8 unchanged sentences

Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

As of February 29, 2024, we had cash of $59,402

and a working capital deficit of $159,616.

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

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period.

As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern.

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

As of May 31, 2024, we had cash of $366,670 and a working capital of $423,720.

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.

Subsequent to the consummation of the IPO, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination.

Although certain of the Company’s initial shareholders, officers and directors or their affiliates have committed to loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will receive such funds.

The Company will use funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so.

If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time.

Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

The Company has incurred and expects to continue

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

the consummation of a Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance

with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial

doubt about the Company’s ability to continue as a going concern.

In addition, if the Company is unable to complete a Business Combination

within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal

dissolution of the Company.

There is no assurance that the Company’s plans to consummate a Business Combination will be successful

within the Combination Period.

As a result, management has determined that such an additional condition also raises substantial doubt

about the Company’s ability to continue as a going concern.

The financial statement does not include any adjustments that might

result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of February 29, 2024.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of May 31, 2024.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

1 unchanged sentence

Contractual Obligations

Due from Related Party

The Company reimbursed the Sponsor for its payment of $30,900 professional fees to a service provider which is no longer engaged by the Company.

As of February 29, 2024, $30,900 was outstanding to be paid by the Sponsor;

the amount is unsecured, interest-free and due on demand.

Promissory Note — Related Party

On October 16, 2023, the Sponsor agreed to loan the Company up to an aggregate amount of $250,000 to be used, in part, for transaction costs incurred in connection with the Proposed Public Offering (the “Promissory Note”).

The Promissory Note is unsecured, interest-free and due on the earlier of:

(i) September 30, 2024 or (ii) the date on which the Company closes the IPO.

As of February 29, 2024, $250,000 was outstanding under the Promissory Note.

Administrative Services Agreement

1 unchanged sentence

Underwriting Agreement

We granted EF Hutton, the representative of the

underwriters, a 45-day option from the date of IPO, to purchase up to 1,035,000 additional Units to cover over-allotments, if any, at

the IPO price less the underwriting discounts and commissions.

The over-allotment option is deemed to be a freestanding financial instrument

indexed on the contingently redeemable shares and is accounted for as a liability pursuant to ASC 480.

The underwriters were paid a cash underwriting discount of 1.0% of the gross proceeds of the IPO or $690,000.

In addition, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO or $2,415,000 will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Additionally, the Company will issue the underwriters 1% of the gross proceeds of this offering as underwriting discounts and commissions in the form the Company’s shares at a price of $10.00 per Class A ordinary share, which will equal 60,000 shares (or 69,000 shares if the underwriter’s overallotment option is exercised in full) upon the consummation of this offering.

Upon closing of a Business Combination, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $2,415,000.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Additionally, we issued the underwriters 69,000 shares common stock, or the representative shares, at the closing of the IPO as part of representative compensation.

Critical Accounting Policies and Estimates

The preparation of unaudited financial

statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements,

and income and expenses during the periods reported.

The preparation of unaudited financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

identified any critical accounting policies and estimates.

We have not identified any critical accounting policies and estimates.

Recent Accounting Standards

3 unchanged sentences

Quarterly Results

As of February 29, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

As of May 31, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

On April 5, 2012, the JOBS Act was signed into law.

9 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements