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Item 1. Financial Statements

2024-09-23 compared with 2024-06-28 · 97 added, 169 removed, 329 unchanged (45% of the section changed)

16 unchanged sentences

Commitments and Contingencies – see Note 6

Class A ordinary shares subject to

possible redemption, $ 0.0001

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

500,000,000 shares authorized;

share issued and outstanding at redemption value of $ 10.15

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

6,900,000 shares and 0 share issued and outstanding at redemption value of $ 10.29 and $ 0.00 as of August 31, 2024 and November 30, 2023, respectively

Shareholders’ Equity (Deficit)

Class A ordinary shares, $ 0.0001

Class A ordinary shares, $ 0.0001 par value;

450,000,000 shares authorized;

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

2,029,500 shares and 0 share issued and outstanding as of August 31, 2024 and November 30, 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 May 31, 2024 and November 30, 2023, respectively

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

Additional paid-in capital

6 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

General and administrative expenses

12 unchanged sentences

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2024

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2024

Ordinary Shares

6 unchanged sentences

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 )

Remeasurement of common stock subject to possible redemption

Balance August 31, 2024

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

1 unchanged sentence

STATEMENT OF CASH FLOWS

Six Months Ended

Nine Months Ended

Cash Flows from Operating Activities:

30 unchanged sentences

Note 1 — Description of Organization and Business Operations

Black Hawk Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated under the laws of the Cayman Islands with limited liability on September 28, 2023.

Black Hawk Acquisition Corporation (the “Company”) is a blank check company incorporated under the laws of the Cayman Islands with limited liability on September 28, 2023.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”).

1 unchanged sentence

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 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.

As of August 31, 2024, the Company had not commenced any operations.

All activities through August 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 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.

3 unchanged sentences

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.

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.

12 unchanged sentences

The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination.

If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “Initial Shareholders”) and the underwriters have agreed (a) to vote their Founder Shares, Private Shares (as defined in Note 4), Shares issued as underwriting commissions (see Note 6) and any Public Shares purchased during or after the Proposed Public Offering in favor of approving a Business Combination and (b) not to convert any shares (including the Founder Shares) in connection with a shareholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination.

The Company will proceed with a Business

Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if

the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination.

shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal

reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions

pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file tender offer

documents with the SEC prior to completing a Business Combination.

If, however, shareholder approval of the transaction is required

by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares

in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

Additionally, each

public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed

If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor and

any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “Initial

Shareholders”) and the underwriters have agreed (a) to vote their Founder Shares, Private Shares (as defined in Note 4),

Shares issued as underwriting commissions (see Note 6) and any Public Shares purchased during or after the Proposed Public Offering

in favor of approving a Business Combination and (b) not to convert any shares (including the Founder Shares) in connection with a

shareholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business

If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

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

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.

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 ($ 0.10 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 May 31, 2024, the Company had $ 366,670 in cash and working capital of $ 423,720 .

As of August 31, 2024, the Company had $ 323,846 in cash and working capital of $ 341,995 .

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).

1 unchanged sentence

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.

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 additional condition also raise substantial doubt about the Company’s ability to continue as a going concern.

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

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

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

Risks and Uncertainties

8 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 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.

The interim results for the three and nine months ended August 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 $ 366,670 and $ 125,100 in cash and none in cash equivalents as of May 31, 2024 and November 30, 2023, respectively.

The Company had $ 323,846 and $ 125,100 in cash and none in cash equivalents as of August 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.

As of August 31, 2024 and November 30, 2023, the Company had $ 70,978,661 and none in investment held in the Trust Account comprised of money market funds that invest in U.S.

government securities.

7 unchanged sentences

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

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

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

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

2 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 May 31, 2024.

There was no unrecognized tax benefits, and no amounts accrued for interest and penalties as of August 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 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.

Net Income Per Ordinary Share

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

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

As of August 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 per share for the period presented.

Schedule of basic income (loss) per share

Three Months Ended

Six Months Ended

Nine Months Ended

Basic and diluted net per share

30 unchanged sentences

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

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.

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.

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 August 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.

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.

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 August 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

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.

(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.

There was $ 0 and $ 250,000 outstanding under the Promissory Note as of August 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

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 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.

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

As of May 31, 2024

and November 30, 2023, the Company had no

borrowings under the working capital loans.

As of August 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.

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.

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 $ 30,000 and $ 53,945 for the three and nine months ended August 31, 2024, respectively, the entire amount was paid to the Sponsor.

As of August 31, 2024 and November 30, 2023, there was no amount due to the Sponsor.

Note 6 — Commitments and Contingencies

13 unchanged sentences

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

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

1 unchanged sentence

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 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.

Note 7 — Shareholders’ Deficit

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 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.

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.

As of August 31, 2024 and November 30, 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.

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.

No fractional shares will be issued upon conversion of the rights.

15 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 May 31, 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 August 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

Investments held in Trust Account

Note 9 — Subsequent Events

24 unchanged sentences

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

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.

Our only activities from September 28, 2023 (inception) through August 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 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.

For the three months ended August 31, 2024, we had net income of $883,767, which consisted of general and administrative expenses of $54,903, related party administrative fees of $30,000, offset by interest income of $968,670.

For the Nine months ended August 31, 2024, we had net income of $1,164,002, which consisted of general and administrative expenses of $420,863, related party administrative fees of $53,945, offset by interest income of $1,638,810.

Liquidity and Capital Resources

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

As of August 31, 2024, we had cash of $323,846 and a working capital of $341,995.

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.

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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.

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.

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 May 31, 2024.

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

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Quarterly Results

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.

As of August 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.

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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