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Item 1. Financial Statements

2025-04-10 compared with 2024-09-23 · 262 added, 119 removed, 307 unchanged (55% of the section changed)

3 unchanged sentences

Current Assets

Due from related party

Prepaid expenses

Total Current Assets

Deferred offering costs

Investments held in Trust Account

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

Liabilities, Shares Subject to Redemption and Shareholders’ Deficit

Current Liabilities

Accrued offering costs and expenses

Promissory note – related party

Total Current Liabilities

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500,000,000 shares authorized;

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 par value;

450,000,000 shares authorized;

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;

6,900,000 shares and 6,900,000 shares issued and outstanding at redemption value of $ 10.52 and $ 10.41 as of February 28, 2025 and November 30, 2024, respectively

Shareholders’ Deficit

Class A ordinary shares, $ 0.0001

shares authorized;

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

shares issued and outstanding

Additional paid-in capital

Accumulated deficit

Total Shareholders’ Equity (Deficit)

Total Liabilities and Shareholders’ Equity (Deficit)

Total Shareholders’ Deficit

Total Liabilities and Shareholders’ Deficit

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

1 unchanged sentence

STATEMENTS OF OPERATIONS

Three Months Ended

Nine Months Ended

Three Months Ended February 28,

Three Months Ended February 29,

General and administrative expenses

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Interest income

Interest earned on marketable securities held in Trust Account

Interest earned on investments held in Trust Account

Total other income

income (loss)

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

diluted net income (loss) 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

diluted net income (loss) per share, non-redeemable Class A ordinary shares

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

BLACK HAWK ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2024

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED

FEBRUARY 28, 2025

Ordinary Shares

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Balance – November 30, 2024

Remeasurement of Class A ordinary shares subject to possible redemption

Balance February 28, 2025

Proceeds from sale of IPO Units

Proceeds from sale of Private Placement Units

Issuance of representative shares

Common stock subject to possible redemption

Conversion of Class B to Class A ordinary shares

Underwriter commissions

Offering costs

Accretion of additional paid in capital to accumulated deficit

Remeasurement of common stock subject to possible redemption

Balance May 31, 2024

Remeasurement of common stock subject to possible redemption

Balance August 31, 2024

FOR THE THREE

MONTHS ENDED FEBRUARY 29, 2024

Shareholders

November 30, 2023

February 29, 2024

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

BLACK HAWK ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS

Nine Months Ended

STATEMENTS OF CASH FLOWS

Three Months Ended February 28,

Three Months Ended

Cash Flows from Operating Activities:

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

Interest earned on marketable securities held in Trust Account

Net income (loss)

Adjustment to reconcile net income (loss) to net cash used in operating activities:

Operating cost paid by the Sponsor

Interest earned on investments held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable and accrued expenses

offering costs and 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:

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 period

Net Cash Used in Financing Activities

Net Change in Cash

at the beginning of the period

at the end of the 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

Remeasurement of Class A ordinary shares subject to possible redemption

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

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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 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.

As of February 28, 2025, the Company had not commenced any operations.

All activities through February 28, 2025 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.

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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 for

the 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.

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Going Concern Consideration

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

As of February 28, 2025, the Company had $ 101,528 in cash and working capital of $ 135,561 .

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).

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Risks and Uncertainties

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

As a result of the military action commenced in

February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions as well as the impact of

armed conflict in Israel and the Gaza Strip commenced in October 2023, the Company’s ability to consummate a Business Combination,

or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely

In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt

financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in

third-party financing being unavailable on terms acceptable to the Company or at all.

The impact of this action and related sanctions

on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate

a Business Combination are not yet determinable.

The 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

Basis of Presentation

The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the of the Securities and Exchange Commission (“SEC”).

Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

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 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.

The accompanying unaudited financial statements

are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

pursuant to the rules and regulations of the of the Securities and Exchange Commission (“SEC”).

Accordingly, they do not include

all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited financial statements reflect all adjustments,

which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

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

interim results for the three months ended February 28, 2025 are not necessarily indicative of the results that may be expected

through November 30, 2025 or for any future periods.

Emerging Growth Company

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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 $ 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 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.

The Company had $ 101,528 and $ 264,842 in cash and none in cash equivalents as of February 28, 2025 and November 30, 2024, respectively.

Investments Held in Trust Account

As of February 28, 2025 and November 30,

2024, the Company had $ 72,595,175

and $ 71,829,264

in investment held in the Trust Account comprised of money market funds that invest in U.S.

government securities.

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

There was no unrecognized tax benefits, and no amounts accrued for interest and penalties as of August 31, 2024.

There were no unrecognized tax benefits, and no amounts accrued for interest and penalties as of February 28, 2025.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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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.

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 Shareholders.

As of February

28, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into

shares of Class A ordinary shares and then share in the earnings of the Company.

As a result, diluted income per ordinary share is the

same as basic income per share for the period presented.

Schedule of basic income (loss) per share

Three Months Ended

Nine Months Ended

Three Months Ended

Basic and diluted net per share

Allocation of net income

of net income (loss)

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share

diluted net income (loss) per share

Concentration of Credit Risk

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Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

The Company accounts for its ordinary shares subject

to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary

shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.

Conditionally

redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or

subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary

At all other times, ordinary shares are classified as shareholders’ equity.

The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the changes immediately.

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

The Company’s ordinary shares feature

certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain

future events.

If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in

the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become

redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately

as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

Company has elected to recognize the changes immediately.

Segment Reporting

ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic

areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial information

is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate

resources and assess performance.

The Company’s chief operating decision maker

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

to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company

only has one operating segment.

When evaluating the Company’s performance

and making key decisions regarding resource allocation, the CODM reviews several key metrics, formation and operational costs and interest

earned on investments held in Trust Account which include the accompanying statements of operations.

The key measures of segment profit or loss reviewed

by our CODM are interest earned on investments held in Trust Account and formation and operational costs.

The CODM reviews interest earned

on investments held in Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment

with the Trust Account funds while maintaining compliance with the trust agreement.

General and administrative expenses are reviewed and

monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the

business combination period.

The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual

agreements to ensure costs are aligned with all agreements and budget.

Recent Accounting Pronouncements

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

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures, on an annual

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

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

The ASU requires that

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

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

Public entities will be required to provide all

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

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

This ASU is effective for fiscal

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

The Company adopted ASU 2023-07 as of February 28, 2025 and there was no significant impact.

In December 2023, the FASB issued Accounting Standards

Update 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosure” (“ASU 2023-09”).

mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income

taxes paid disaggregated by jurisdiction.

The incremental disclosures may be presented on a prospective or retrospective basis.

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

The Company adopted ASU 2023-09 as of February

28, 2025 and there was no significant impact.

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.

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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.

As of February 28, 2025 and November 30, 2024, 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.

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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 August 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

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 February 28, 2025 and November 30, 2024, the Company had no amount due from related party.

Promissory Note — Related Party

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

The Company had no borrowings under the Promissory Note as of February 28, 2025 and November 30, 2024.

Related Party Loans

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

As of August 31, 2024 and November 30, 2023, the Company had no borrowings under the working capital loans.

As of February 28, 2025 and November 30, 2024, 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 $ 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.

The Company incurred $ 30,000 for the three months ended February 28, 2025.

The entire amount was paid to the Sponsor, and as such, there was no amount due to the Sponsor

as of February 28, 2025.

Note 6 — Commitments and Contingencies

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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 August 31, 2024.

The underwriters did not excise the over-allotment option, as such, there was no liability accrued on the balance sheet as of February 28, 2025.

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

9 unchanged sentences

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.

As of February 28, 2025 and November 30, 2024, there were 2,029,500 Class A ordinary shares (excluding 6,900,000 Class A ordinary shares subject to redemption) issued and outstanding.

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.

1 unchanged sentence

No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit purchase price paid for by investors in the IPO.

If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis and each holder of a right will be required to affirmatively covert its rights in order to receive one share underlying each right (without paying additional consideration).

If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the Class A ordinary shares will receive in the transaction on an as-converted into common stock basis and each holder of a right will be required to affirmatively covert its rights in order to receive one share underlying each right (without paying additional consideration).

The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company).

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Additionally, in no event will the Company be required to net cash settle the rights.

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

Accordingly, holders of the rights might not receive the shares of Class A Ordinary Share underlying the rights.

Note 8 — Fair Value Measurements

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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 August 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of February

28, 2025 and November 30, 2024, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair

Schedule of Assets measured at fair value on a recurring basis

1 unchanged sentence

Investments held in Trust Account

Active Markets

Investments held in Trust Account

Note 9 — Subsequent Events

1 unchanged sentence

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

On March 10, 2025, the Company entered into a

non-binding letter of intent (the “LOI”) with a business combination target (the “Target”), regarding a potential

business combination involving the Target (the “Proposed Transaction”).

On March 15, 2025, the Company and Target executed

a subsequent letter of intent with an exclusivity period extending until the last day of April 2025 (the “Exclusive LOI”).

Pursuant to the LOI, the Target deposited $ 100,000 into the Company’s operating account (the “First Deposit”) to cover

the costs related to Proposed Transaction.

The First Deposit became non-refundable on the 10th day following the execution of the Exclusive

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

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Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied.

For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form S-1 filed with the U.S.

This Quarterly Report includes “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are

not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and

All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements

in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion

of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives

of management for future operations, are forward-looking statements.

Words such as “expect,” “believe,” “anticipate,”

“intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify

such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect management’s

current beliefs, based on information currently available.

A number of factors could cause actual events, performance or results to differ

materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the

Proposed Business Combination are not satisfied.

For information identifying important factors that could cause actual results to differ

materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual

Report on Form 10K filed on February 7, 2025 with the U.S.

Securities and Exchange Commission (the “SEC”).

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

The Company’s

securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable

securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result

of new information, future events or otherwise.

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

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We cannot assure you that our plans to complete an initial business combination will be successful.

Recent Developments

On March 10, 2025, the Company entered into

a non-binding letter of intent (the “LOI”) with a business combination target (the “Target”), regarding a potential

business combination involving the Target (the “Proposed Transaction”).

On March 15, 2025, the Company and Target executed

a subsequent letter of intent with an exclusivity period extending until the last day of April 2025 (the “Exclusive LOI”).

Pursuant to the LOI, the Target deposited $100,000 into the Company’s operating account (the “First Deposit”) to cover

the costs related to Proposed Transaction.

The First Deposit became non-refundable on the 10th day following the execution of the Exclusive

Results of Operations

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

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 have neither engaged in any operations nor

generated any revenues to date.

Our only activities from September 28, 2023 (inception) through February 28, 2025, were organizational

activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business

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

We expect to generate non-operating income in the form of interest income on marketable securities held after the IPO.

We expect to generate non-operating income in the form of interest income on investments held after the IPO.

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 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.

For the three months ended February 28, 2025,

we had net income of $658,379, which consisted of general and administrative expenses of $78,769, related party administrative fees of

$30,000, offset by interest income of $767,148.

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.

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 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.

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.

As of February 28, 2025, we had cash of $101,528

and a working capital of $135,561.

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.

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Off-Balance Sheet Arrangements

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.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of February 28, 2025.

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.

We have not entered into any off-balance sheet financing arrangements,

established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

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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.

Additionally, we issued the underwriters 69,000 Class A ordinary shares, or the representative shares, at the closing of the IPO as part of representative compensation.

Critical Accounting Policies and Estimates

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Recent Accounting Standards

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

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures, on an annual

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

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

The ASU requires that

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

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

Public entities will be required to provide all

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

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

This ASU is effective for fiscal

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

The Company adopted ASU 2023-07 as of February 28, 2025 and there was no significant impact.

In December 2023, the FASB issued Accounting Standards

Update 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosure” (“ASU 2023-09”).

mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income

taxes paid disaggregated by jurisdiction.

The incremental disclosures may be presented on a prospective or retrospective basis.

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

The Company adopted ASU 2023-09 as of February

28, 2025 and there was no significant impact.

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

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Quarterly Results

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.

As of February 28, 2025, 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