What changed in this filing

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Item 9A. Controls and Procedures

2026-03-24 compared with 2025-03-26 · 483 added, 332 removed, 874 unchanged (48% of the section changed)

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performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an

evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024.

on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and

procedures were not effective at a reasonable assurance level, due to the lack of segregation of duties within account processes due to limited

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

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation

of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025.

Based on this evaluation,

our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective

at a reasonable assurance level, due to the lack of segregation of duties within account processes due to limited personnel and insufficient

written policies and procedures for accounting, IT and financial reporting and record keeping.

Report on Internal Controls Over Financial Reporting

annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and

Exchange Commission for newly public companies.

management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as such term

is defined in Exchange Act Rules 13(a)-15(f).

Our system of internal control over financial reporting is designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with accounting principles generally accepted in the U.S.

internal control over financial reporting includes those policies and procedures that:

to the maintenance of records, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our

reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with

accounting principles generally accepted in the U.S., and our receipts and expenditures are being made only in accordance with

authorizations of our management and our directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets could

have a material effect on the financial statements.

to its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not

prevent or detect all misstatements.

Further, because of changes in conditions, effectiveness of internal controls over financial reporting

may vary over time.

Our system contains self-monitoring mechanisms, so actions will be taken to correct deficiencies as they are identified.

management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework

in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

on this evaluation, our management concluded that our disclosure controls and procedures were not effective, due to the lack of segregation

of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT and financial

reporting and record keeping.

As a result, we performed additional analysis as deemed necessary to ensure that our financial statements

were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the financial statements

included in this Form 10-K present fairly in all material respects our financial position, results of operations and cash flows

for the period presented.

Management intends to continue implement remediation steps to improve our disclosure controls and procedures

and our internal control over financial reporting.

Specifically, we intend to expand and improve our review process for complex securities

and related accounting standards.

We have improved this process by enhancing access to accounting literature, identification of third-party

professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite

experience and training to supplement existing accounting professionals.

Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over

financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to the

rules of the SEC to permit us to provide only management’s report in this Form 10-K .

in Internal Control over Financial Reporting

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due to his experience, contacts and relationships.

Zhang , our Chief Financial Officer, had served as Chief Financial Officer and Executive Director of TenX Keane Acquisition,

a blank check company (Nasdaq:

Zhang , our Chief Financial Officer, had served as Chief Financial Officer and Executive Director of TenX Keane Acquisition, a

blank check company (Nasdaq:

TENK), from March 2021 to August 2024.

On August 12, 2024, TENK completed a business combination with

Citius Oncology Inc (Nasdaq:

CTOR), a late-stage pharmaceutical company focused on developing and commercializing targeted oncology

therapies with its primary asset, LYMPHIR, approved by the FDA for the treatment of adults with relapsed or refractory CTCL

who had had at least one prior systemic therapy.

On August 12, 2024, TENK completed a business combination with Citius

Oncology Inc (Nasdaq:

CTOR), a late-stage pharmaceutical company focused on developing and commercializing targeted oncology therapies

with its primary asset, LYMPHIR, approved by the FDA for the treatment of adults with relapsed or refractory CTCL who had had at least

one prior systemic therapy.

Zhang is also affiliated with the sponsor of several blank check companies.

From May 2009 to December 2021, Mr.

From May 2009 to December

Zhang served as Chief Financial Officer and executive director of China XD Plastics Company Limited, where he oversaw XD’s

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and a global bond offering.

During his tenure at XD, its revenue grew at CAGR of 56% and exceeded US$1 billion in six years after

listing on Nasdaq.

During his tenure at XD, its revenue grew at CAGR of 56% and exceeded $1 billion in six years after listing

From May 2008 to March 2009, Mr.

Zhang served as Chief Financial Officer of Advanced Battery Technologies, Inc.

From 2007 to 2008, he served as the Executive Vice President of Finance of China Natural Gas, Inc.

to 2008, he served as the Executive Vice President of Finance of China Natural Gas, Inc.

From 2005 to 2007, Mr.

worked as a research analyst in New York Private Equity.

From 2000 to 2002, he was employed as Finance Manager by Datong Thermal

Power Limited.

Zhang received a bachelor’s degree in mechanical and electronic engineering from Beijing Technology and

Business University and an M.B.A.

Zhang worked as a research

analyst in New York Private Equity.

From 2000 to 2002, he was employed as Finance Manager by Datong Thermal Power Limited.

has also served as a Director of AMC Robotics Corporation since December 2025.

Zhang received a bachelor’s degree in mechanical

and electronic engineering from Beijing Technology and Business University and an M.B.A.

from University of Florida.

Liang-Zhou , one of our independent director nominees, is Co-Founder and has served as Managing Partner of Liang Capital Partners,

a private multi-family office focused on wealth succession, carbon trading, and impact for next-gen families, responsible for education,

arts & culture, and philanthropy, since 2019.

Previously, from 2016 to 2020, she was Director of External Affairs of the U.S.- China

Green Fund and still manages its corporate foundation focused on environmental education and action.

Liang-Zhou is also Founder and

has served as Managing Partner of Universal Pacific Advisors LLC, a cross-border consulting company focused on financial advisory, strategy,

and government relations for sustainable businesses, since 2013.

Prior to founding Universal Pacific Advisors, she was a development

and research associate with the World Policy Institute, a non-partisan think tank dedicated to solution-focused policy analysis, where

she helped to publish a paper entitled “The Water-Energy Nexus:

Liang-Zhou , one of our independent directors, is Co-Founder and has served as Managing Partner of Liang Capital Partners, a private

multi-family office focused on wealth succession, carbon trading, and impact for next-gen families, responsible for education, arts &

culture, and philanthropy, since 2019.

Previously, from 2016 to 2020, she was Director of External Affairs of the U.S.- China Green Fund

and still manages its corporate foundation focused on environmental education and action.

Liang-Zhou is also Founder and has served

as Managing Partner of Universal Pacific Advisors LLC, a cross-border consulting company focused on financial advisory, strategy, and

government relations for sustainable businesses, since 2013.

Prior to founding Universal Pacific Advisors, she was a development and

research associate with the World Policy Institute, a non-partisan think tank dedicated to solution-focused policy analysis, where she

helped to publish a paper entitled “The Water-Energy Nexus:

Adding Water to the Energy Agenda.” Previously, Ms.

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due to her experience, contacts and relationships.

(Yong) Xia, one of our independent director nominees, has over 25 years of experience in financial services, corporate finance,

GAAP accounting and business management of public companies both in the United States and abroad.

He specializes in IPOs, reverse mergers,

capital raises/financings, SEC reporting, corporate governance, US GAAP and various financial and M&A transactions.

He has technical

expertise in accounting for income taxes, revenue recognition, and business combinations and he has served as a senior management and

board member for public companies in the United States and abroad.

Since 2017, he has served as Corporate Controller and Consultant for

several privately held companies and public accounting firms, where his services cover technical accounting, financial reporting and

internal controls.

From 2009 to 2016, he served as Vice President of Finance at Armco Metals Holdings, Inc.

AMCO), a NYSE-listed

company in the metal ore and non-ferrous metals distribution and recycling business.

From 2007 to 2009, he served as Vice President of

Business Development at China Direct Investment, a NASDAQ-listed company in industrial commodities, international investment and financial

consulting services, while he advised numerous Chinese companies on the US capital markets and assisted several Chinese companies going

public and raising capital in the US.

He was also previously a non-executive Board member at Apollo Minerals Limited (ASX:

mineral mine investment and mining company listed in Australian Stock Exchange, and a Manager at Agriculture Bank of China (SSE:601288

and HKEx:1288), one of largest banks in China.

Xia earned a MBA in Finance and Securities Analysis from the University of Florida

and an Bachelor’s Degree in Economics from Jiangxi University of Finance & Economics.

Xia is also a Certified Public Accountant

licensed in Washington State.

We believe Mr.

Xia is well-qualified to serve as a member of our board of directors due to his experience,

contacts and relationships

Zhuge , one of our independent director nominees, has significant experience in the TMT domain, holding investment partner, founder

and executive management positions in a number of companies.

Yan , one of our independent directors, has over 25 years of leadership experience in multinational corporations.

Since May 2024,

he has served as the Chairman of Board of Directors of Hong Kong Joyful Bird International Capital Corporation Limited, an investment

company, where he is responsible for strategic planning, human resources, fundraising and investment decisions.

Since October 2023, he

has also been Chairman of Board of Directors of US Starlines LLC, a textile company, where he oversees strategic planning, human resources,

and marketing in both China and the US.

He has also served as Chief Executive Officer of Gold Mountain Winery, Inc., a vineyard and winemaking

company, since December 2011, where he is responsible for strategic planning, human resources, finance, and marketing in the US and China,

and as Chief Executive Officer of Hong Kong Starlines Corporation Limited, a garment company, since October 2001, where he oversees human

resources and sales and marketing for clients such as Gap, Old Navy, and Reyn Spooner.

Yan received a Bachelor of Arts in British

and American Literature from Wuhan University, China.

Yan is well-qualified to serve as a member of our board of directors due to his experience, contacts and relationships.

Zhuge , one of our independent directors, has significant experience in the TMT domain, holding investment partner, founder and

executive management positions in a number of companies.

Since 2023, she has served as a Partner of NGP Capital (Nokia Growth Partners).

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The term of office of the

second class of directors, consisting of Raymond (Yong) Xia, will expire at the second annual meeting of shareholders.

The term of office

of the third class of directors, consisting of Yawei Cao and Yue Zhuge, will expire at the third annual meeting of shareholders.

second class of directors, consisting of Sanxin Yan, will expire at the second annual meeting of shareholders.

The term of office of

the third class of directors, consisting of Yawei Cao and Yue Zhuge, will expire at the third annual meeting of shareholders.

not hold an annual meeting of shareholders until after we consummate our initial business combination.

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Our board of directors has determined that each of Annie

Liang-Zhou, Raymond (Yong) Xia and Yue Zhuge are “independent directors” as defined in the Nasdaq listing standards and applicable

Liang-Zhou, Sanxin Yan and Yue Zhuge are “independent directors” as defined in the Nasdaq listing standards and applicable

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

September 19, 2024, we formed an audit committee.

Annie Liang-Zhou and Raymond (Yong) Xia as members of our audit committee, with Mr.

Xia serving as the Chairman of the audit committee.

Under Nasdaq listing standards and applicable SEC rules, we are required to have

at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions.

Each such person

meets the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

member of the audit committee is financially literate and our board of directors has determined that Jun Zhang qualifies as an “audit

committee financial expert” as defined in applicable SEC rules.

Annie Liang-Zhou, Yue Zhuge and Sanxin Yan as members of our audit committee.

member of the audit committee is financially literate and our board of directors has determined that Annie Liang-Zhou qualifies as an

“audit committee financial expert” as defined in applicable SEC rules.

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

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phase-in provisions.

Annie Liang-Zhou, Raymond (Yong) Xia and Yue Zhuge serve as members of our compensation committee, with Ms.

serving as the chairwoman of the compensation committee.

Each such person meets the independent director standard under Nasdaq listing

standards applicable to members of the compensation committee.

Annie Liang-Zhou, Sanxin Yan and Yue Zhuge serve as members of our compensation committee.

Each such person meets

the independent director standard under Nasdaq listing standards applicable to members of the compensation committee.

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

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ethics codifies the business and ethical principles that govern all aspects of our business.

Insider Trading Policy

We have an insider trading policy governing the purchase,

sale, and other dispositions of our securities that applies to our directors, officers, employees, and consultants.

The policy generally

prohibits the purchase, sale or trade of our securities with the knowledge of material nonpublic information.

We believe our insider trading

policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable

to our company.

Trading Policy

have an insider trading policy governing the purchase, sale, and other dispositions of our securities that applies to our directors,

officers, employees, and consultants.

The policy generally prohibits the purchase, sale or trade of our securities with the knowledge

of material nonpublic information.

We believe our insider trading policy is reasonably designed to promote compliance with insider trading

laws, rules and regulations, and listing standards applicable to our company.

EXECUTIVE COMPENSATION

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beneficially owned by them.

The following table does not reflect record of beneficial ownership of the Rights included in the units offered

in the Initial Public Offering or the Private Placement Units as these Rights are not convertible within 60 days of the date hereof.

The following table does not reflect record of beneficial ownership of the Rights included in the units

offered in the Initial Public Offering or the Private Placement Units as these Rights are not convertible within 60 days of the date

Name and address of beneficial owner(1)

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Ordinary Shares

Yawei Cao (2)

Cayson Holding LP

Taylor Zhang (2)

Annie Liang-Zhou

Raymond (Yong) Xia (2)

Yue Zhuge (2)

All officers and directors as a group (five individuals)

1,730,000 (5)

Kerry Propper(6)

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of Cayson Holding LP and Taylor Zhang is the manager of Cayson Management LLC.

Accordingly, Taylor Zhang is deemed to be the beneficial

owner of such shares.

shares held by Yawei Cao and Cayson Holding LP (as a result Mr.

Zhang serving as the manager of the general partner of such entity).

750,000 shares held directly by Cayson Holding LP as indicated above in footnote 3 and 210,220 shares held by TenX Global Capital

LP, an affiliate of Mr.

Accordingly, Mr.

Zhang is deemed to be the beneficial owner of all of such shares.

shares beneficially held by Yawei Cao and Taylor Zhang as indicated above in footnotes 3 and 4.

shares held by private funds managed by registered investment advisers whose managing members are Kerry Propper and Antonio Ruiz-Gimenez.

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on November 12, 2024.

Wolverine Asset Management, LLC (“WAM”) is an investment adviser

and has voting and dispositive power over 403,715 Ordinary Shares.

Asset Management, LLC (“WAM”) is an investment adviser and has voting and dispositive power over 403,715 Ordinary Shares.

The sole member and manager of WAM is Wolverine Holdings, L.P.

Bellick and Christopher L.

(“Wolverine Holdings”).

Bellick and Christopher

Gust may be deemed to control Wolverine Trading Partners, Inc.

the general partner of Wolverine Holdings.

(“WTP”), the general partner of Wolverine Holdings.

Each of Wolverine Holdings, Mr.

Gust, and WTP have voting and disposition power

over 403,715 Ordinary Shares.

The business address of such entities is c/o Wolverine Asset Management, LLC, 175 West Jackson Boulevard, Suite

340, Chicago, IL 60604.

Based on a Schedule

13G filed on January 31, 2025.

Gust, and WTP have voting and disposition power over 403,715 Ordinary Shares.

address of such entities is c/o Wolverine Asset Management, LLC, 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604.

on a Schedule 13G filed on January 31, 2025.

shares held by Mizuho Financial Group, Inc.

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were forfeited by the Sponsors and cancelled.

September 9, 2025, Cayson Holding LP issued an unsecured promissory note to the Company in the aggregate principal amount of $300,000

(the “Extension Note”).

The Extension Note is non-interest bearing and is payable in full upon the consummation of a Business

The proceeds were deposited into the Trust Account and were used to extend the period of time the Company has to consummate

a Business Combination from September 23, 2025 to December 23, 2025.

As of December 31, 2025, $300,000 was outstanding under the Extension

addition, in order to finance transaction costs in connection with an intended initial business combination, our initial shareholders,

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The aggregate fees billed by MaloneBailey for professional services rendered for the initial audit

and post-IPO balance sheet audit for the period from May 27, 2024 (inception) through December 31, 2024 totaled $139,050.

and post-IPO balance sheet audit for the year ended December 31, 2025 and for the period from May 27, 2024 (inception) through December

31, 2024 totaled $114,021 and $139,050, respectively.

Audit-Related

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance

of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include

attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay MaloneBailey for audit-related services for the period from May 27, 2024 (inception) through December 31, 2024.

of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest

services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

did not pay MaloneBailey for audit-related services for the year ended December 31, 2025 or for the period from May 27, 2024 (inception)

through December 31, 2024.

There were no fees billed for products and services provided by our independent registered public accounting firm other

than those set forth above for the period from May 27, 2024 (inception) through December 31, 2024.

than those set forth above for the year ended December 31, 2025 or for the period from May 27, 2024 (inception) through December 31,

audit committee was formed in connection with the consummation of our Initial Public Offering.

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following Exhibits are filed as part of this report:

Agreement Plan of Merger, dated July 11, 2025, by and among the SPAC, the Company, North Water and Merger Sub+

Amended and Restated Memorandum and Articles of Association.*

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by reference to the Registrant’s Registration Statement on Form S-1 (SEC File Nos.

by reference to the Registrant’s Annual Report on Form 10-K filed on March 26, 2025.

by reference to the Registrant’s Current Report on Form 8-K filed on July 14, 2025.

Certain of the exhibits and schedules to

this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2) or 601(a)(5), as applicable.

The Registrant agrees

to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

FORM 10-K SUMMARY

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Annie Liang-Zhou

Raymond (Yong) Xia

ACQUISITION CORP

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Report of Independent Registered Public Accounting Firm (PCAOB # 206 )

Balance Sheet

Statement of Operations

Statement of Changes in Shareholders’ Deficit

Statement of Cash Flows

Notes to Consolidated Financial Statements

Balance Sheets

Statements of Operations

Statements of Changes in Shareholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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on the Financial Statements

have audited the accompanying balance sheet of Cayson Acquisition Corp.

(the “Company”) as of December 31, 2024, and the

related statements of operations, changes in shareholders’ deficit, and cash flows for the period from May 27,2024 (Inception)

through December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and

the results of its operations and its cash flows for the period from May 27,2024 (Inception) through December 31, 2024, in conformity

with accounting principles generally accepted in the United States of America.

have audited the accompanying balance sheets of Cayson Acquisition Corp (the “Company”) as of December 31, 2025 and 2024,

and the related statements of operations, changes in shareholders’ deficit, and cash flows for the year ended December 31, 2025

and for the period from May 27, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the

Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and

for the period from May 27, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in

the United States of America.

Concern Matter

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Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

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securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

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Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

We believe that our audits

provide a reasonable basis for our opinion.

MaloneBailey, LLP

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have served as the Company’s auditor since 2024.

March 24, 2026

ACQUISITION CORP

December 31, 2025

December 31, 2024

Current Assets

Prepaid expenses – current portion

Prepaid expenses

Total Current Assets

Prepaid expenses - non-current portion

Investments held in Trust Account

Prepaid expenses - non-current

Cash and investments held in trust account

Total Non-current assets

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Accrued expenses

Promissory note

Promissory note - related party

Promissory note

Total Current Liabilities

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Commitments and contingencies

Ordinary shares subject to possible redemption ( 6,000,000 shares at a redemption value of $ 10.13 per share)

Ordinary shares subject to possible redemption 6,000,000 shares at a redemption value of $ 10.75 and $ 10.13 per share as of December 31, 2025 and December 31, 2024, respectively

Shareholders’ Deficit:

Preferred shares, $ 0.0001 par value;

Preference shares, $ 0.0001 par value;

2,000,000 shares authorized;

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( 3,257,526 )

( 1,542,300 )

Total Shareholders’ Deficit

( 3,257,343 )

T otal Liabilities and Shareholders’ Deficit

( 1,542,117 )

Total Liabilities and Shareholders’ Deficit

accompanying notes are an integral part of the financial statements.

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DECEMBER 31, 2025

and operating costs

from operations

interest income

earned on investments held in trust account

Basic and diluted w eighted

average shares outstanding, ordinary shares subject to possible redemption

and diluted net income per share, ordinary shares subject to redemption

Basic and diluted w eighted

average shares outstanding, ordinary shares, non-redeemable

and diluted net loss per share, ordinary shares, non-redeemable

DECEMBER 31, 2024

Formation and operating costs

Loss from operations

Bank interest income

Interest earned on cash and investments held in Trust Account

Total other income

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

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

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

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

accompanying notes are an integral part of the financial statements.

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$ ( 1,542,117 )

Transaction costs paid on behalf of the Company

Subsequent measurement of common stock subject to possible redemption

( 2,152,714 )

( 2,535,845 )

Extension funds attributable to ordinary shares subject to redemption

( 1,200,000 )

Balance as of December 31, 2025

$ ( 3,257,526 )

$ ( 3,257,343 )

( 3,257,526 )

( 3,257,343 )

accompanying notes are an integral part of the financial statements.

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OF CASH FLOWS

For the Period from

FOR THE YEAR ENDED

DECEMBER 31, 2025

FOR THE PERIOD

DECEMBER 31, 2024

CASH FLOWS FROM OPERATING ACTIVITIES

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

Interest earned on investments held in Trust Account

Interest earned on cash and investments held in Trust Account

( 2,535,846 )

Changes in operating assets and liabilities:

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CASH FLOWS FROM INVESTING ACTIVITIES

Investment of cash in Trust Account

Cash deposited into Trust account

( 1,200,000 )

( 60,000,000 )

CASH USED IN INVESTING ACTIVITIES

( 1,200,000 )

( 60,000,000 )

CASH FLOWS FROM FINANCING ACTIVITIES

Promissory note

Promissory note - related party

Proceeds from issuance of EBC Founders Share

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Payment of offering costs

CASH PROVIDED BY FINANCING ACTIVITIES

CASH PROVIDED BY

FINANCING ACTIVITIES

NET INCREASE IN CASH

CASH AT BEGINNING OF THE PERIOD

CASH AT PERIOD END

CASH AT YEAR END

Supplemental disclosure of cash flow information:

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Forfeiture of ordinary shares

Accretion of subsequent measurement of ordinary shares subject to possible redemption

Contribution of transaction cost

Subsequent measurement of ordinary shares subject to possible redemption

Extension funds attributable to ordinary shares subject to redemption

accompanying notes are an integral part of the financial statements.

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shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $ 60,000,000 , which is described

in NOTE 3 — INITIAL PUBLIC OFFERING, and the sale of 230,000 Units (the “Private Placement Units”) at a price of $ 10.00

per Private Placement Unit in a private placement to the Sponsors, that was closed simultaneously with the IPO (see NOTE 4 — PRIVATE

PLACEMENTS ).

Additionally, On October 15, 2024, the underwriters’ over-allotment option expired and the sponsors forfeited

an aggregate of 225,000 founder shares.

costs amounted to $ 3,722,528 (net of $ 300,000 underwriters cash reimbursement of deferred offering cost), consisting of $ 1,200,000 of

cash underwriting fees, $ 2,100,000 of deferred underwriting commission and $ 422,528 (net of $ 300,000 underwriters cash reimbursement

of deferred offering cost) of other offering costs.

These costs were charged to additional paid-in capital or accumulated deficit to

the extent additional paid-in capital is fully depleted upon completion of the IPO.

Company will have until 12 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business

combination as described in this prospectus), 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 100 % of 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 earned on the funds held in the

trust account and not previously released to us to pay our taxes (less up to $ 100,000 of interest to pay liquidation and dissolution

expenses), divided by the number of then outstanding public shares, 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 our remaining shareholders and our board of

directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors

and the requirements of other applicable law.

in NOTE 3, and the sale of 230,000 Units (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit

in a private placement to the Sponsors, that was closed simultaneously with the IPO (see NOTE 4 ).

Additionally, On October 15,

2024, the underwriters’ over-allotment option expired and the sponsors forfeited an aggregate of 225,000 founder shares.

costs amounted to $ 3,722,528

(net of $ 300,000

underwriters cash reimbursement of deferred offering cost), consisting of $ 1,200,000

of cash underwriting fees, $ 2,100,000

of deferred underwriting commission and $ 422,528

(net of $ 300,000

underwriters cash reimbursement of deferred offering cost) of other offering costs.

These costs were charged to additional paid-in

capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon completion of the IPO.

Company will have up to 21 months, if the Company extend the time to complete a business combination (the “Combination Period).

If the Company does not complete an initial Business Combination within the Combination Period and such time period is not further extended

by the Company’s shareholders, 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 100 % of 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 earned on the funds held in the trust

account and not previously released to us to pay our taxes (less up to $ 100,000 of interest to pay liquidation and dissolution expenses),

divided by the number of then outstanding public shares, 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 our remaining shareholders and our board of directors, dissolve

and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements

of other applicable law.

Trust Account

On September 23, 2024, a total of $ 60,000,000 of the net proceeds from the Initial Public Offering, including proceeds of the sale of

the Private Placement Units, was deposited in a trust account (the “Trust Account”) and will be invested in U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in

any open-ended investment company that holds itself out as a money market fund investing solely in U.S.

Treasuries and meeting certain

conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a

Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

September 23, 2024, a total of $ 60,000,000 of the net proceeds from the Initial Public Offering, including proceeds of the sale of the

Private Placement Units, was deposited in a trust account (the “Trust Account”) and will be invested in U.S.

government securities,

within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended

investment company that holds itself out as a money market fund investing solely in U.S.

Treasuries and meeting certain conditions under

Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination

and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

Business Combination

July 11, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company,

Mango Financial Group Limited, a Cayman Islands exempted company ( “Mango Group” or “MFG”), North Water Investment

Group Holdings Limited (“North Water”), the parent company of Mango Financial, and Mango Temp Limited, a Cayman Islands exempted

company and a wholly-owned subsidiary of Mango Group (“Merger Sub”).

Each of the foregoing parties is referred to herein

as a “Party” and collectively as the “Parties”.

September 11, 2025, the parties entered into an amendment to the Merger Agreement (the “Amendment”).

to the Agreement, upon the closing of the transactions contemplated by the Merger Agreement, the Company will become a wholly owned subsidiary

of Mango Group, which will become the parent company of Mango Financial.

of Time to Consummate Business Combination

as of September 17, 2025, Cayson Holding LP, one of the Company’s Sponsors, and Mango Financial Limited (“Mango Financial”)

loaned the Company an aggregate of $ 600,000 .

Such funds were deposited into escrow account managed by the Company’s trustee, Continental.

On October 10, 2025, the Company’s trustee, deposited $ 600,000 into the Trust Account.

Such funds are subject to possible redemption

by the Company’s public shareholders in accordance with the terms of the Trust Account, and were used to extend the period of time

the Company has to consummate a Business Combination from September 23, 2025 to December 23, 2025.

as of December 17, 2025, Mango Financial Limited (“Mango Financial”) loaned the Company an aggregate of $ 600,000 .

23, 2025, such funds were deposited $ 600,000 into the Trust Account.

Such funds are subject to possible redemption by the Company’s

public shareholders in accordance with the terms of the Trust Account, and were used to extend the period of time the Company has to

consummate a Business Combination from December 23, 2025 to March 23, 2026.

March 18, 2026, the Company held an extraordinary general meeting virtually, solely with respect to voting on (i) the proposal to extend

the date by which the Company must complete its initial business combination on a monthly basis, up to twelve (12) months (or until March

23, 2027) (the “Extended Date”) (the “2026 Extension Amendment Proposal”), (ii) the proposal to remove the limitation

that the Company shall not redeem public shares to the extent that such redemptions would cause the Company’s net tangible assets

to be less than $ 5,000,001 (the “Redemption Limitation Proposal”), and (iii) the proposal to amend the Company’s investment

management trust agreement, dated September 19, 2024, by and between the Company and the Trustee to allow the Company to extend the Termination

Date up to twelve time from the Termination Date to March 23, 2027 with all twelve extensions comprised of one month each by providing

five days’ advance notice to the Trustee and depositing into the Trust Account a payment of $ 125,000 per extension (the “Extension

Payment”) until March 23, 2027.

connection with the vote to approve the 2026 Extension Amendment Proposal and the Redemption Limitation Proposal at the Extraordinary

General Meeting on March 18, 2026, the holders of 2,541,908 Ordinary Shares properly exercised their rights to redeem their shares for

cash at a redemption price of approximately $ 10.83 per share, for an aggregate redemption amount of approximately $ 27,536,646 .

as of March 18, 2026, Mango Financial agreed to lend the Company an aggregate of $ 750,000 .

The first $ 125,000 of such amount was loaned

to the Company and the Company deposited such amount into the trust account established by the Company in connection with its initial

public offering pursuant to the Company’s Amended and Restated Memorandum and Articles of Association and trust agreement, as amended,

governing the trust account in order to extend the time that the Company has to consummate an initial business combination (a “Business

Combination”) as described below.

The loan is evidenced by a promissory note (the “Note”) issued by the Company to

Mango Financial.

The Note bears no interest and is repayable in full upon consummation of a Business Combination.

On March 19, 2026,

$ 125,000 was deposited into the trust Account to extend the deadline from March 23, 2026 to April 23, 2026

Concern Consideration

of December 31, 2024, the Company had $ 465,254 in its operating bank account and working capital of $ 491,725 respectively.

Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing

and acquisition plans in pursuit of a Business Combination.

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 within one year after the date that the financial statements are issued.

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 within one year after the date that the financial statements are issued.

The financial statement does not include any

adjustments that might result from the outcome of this uncertainty.

of December 31, 2025, the Company had $ 63,670 in its operating bank account and working capital deficit of $ 1,157,343 .

Further, the Company

has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans in pursuit of a Business

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 within one year after the date that the financial statements are issued.

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 within one year after the date

that the financial statements are issued.

The financial statement does not include any adjustments that might result from the outcome

of this uncertainty.

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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These tiers consist of:

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments

in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly

or indirectly observable such as quoted prices for similar instruments in active markets

or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring

an entity to develop its own assumptions, such as valuations derived from valuation techniques

in which one or more significant inputs or significant value drivers are unobservable.

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

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following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December

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

31, 2025 and 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

OF ASSETS MEASURED AT FAIR VALUE ON RECURRING BASIS

Investment held in trust account

and cash equivalents

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

The Company had a cash balance of $ 465,254 in cash equivalents

as of December 31, 2024.

held in Trust Account

of December 31, 2024, the Company had $ 60,752,079 in investments held in the Trust Account comprised of money market funds that invest

The Company had a cash balance of $ 63,670 and $ 465,254 and no cash equivalents as of December 31, 2025 and 2024, respectively.

and Investments held in Trust Account

of December 31, 2025 and 2024, the Company had $ 64,487,925 and $ 60,752,079 in cash and investments 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.

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.

Concentration

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which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

As of December 31, 2024, the Company has not experienced

losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Any loss incurred

or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations,

and cash flows.

As of December 31, 2024, $ 215,254 was uninsured.

As of December 31, 2025 and 2024, the Company has

not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results

of operations, and cash flows.

As of December 31, 2025 and 2024, $ 0 and $ 215,254 was uninsured.

Costs associated with the IPO

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There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 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.

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

deviation from its position.

is currently no taxation imposed on income by the Government of the Cayman Islands.

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the redemption value approximates fair value.

For the period from May 27, 2024 (inception) through December 31, 2024, the Company did not have any dilutive securities

and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

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

the year ended December 31, 2025 and the period ended December 31, 2024, the Company did not have any dilutive securities and other contracts

that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted

income (loss) per share is the same as basic income (loss) per share for the period presented.

net income (loss) per share presented in the statements of operations is based on the following:

OF NET INCOME LOSS REDEEMABLE AND NON REDEEMABLE SHARES

Non-Redeemable

SCHEDULE OF NET INCOME LOSS REDEEMABLE AND NON REDEEMABLE SHARES

December 31, 2025

For The Period from

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December 31, 2024

Non-Redeemable

Basic and diluted net income per share

Basic and diluted net income per ordinary share

Allocation of net income

Denominators:

Weighted-average shares outstanding

Basic and diluted net income per share

Weighted-average ordinary shares outstanding

Basic and diluted net income per ordinary share

shares subject to possible redemption

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of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, as of December 31, 2024, ordinary shares

subject to possible redemption in an amount of $ 60,752,079 are presented at redemption value as temporary equity, outside of the shareholders’

equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and

adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.

or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital or accumulated

deficit if additional paid-in capital has no outstanding balance at the period end.

the period from May 27, 2024 (inception) through December 31, 2024, the Company recorded accretion of ordinary share subject to redemption

value of $ 5,446,336 .

As of December 31, 2024, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled

in the following table:

OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

Accordingly, as of December 31, 2025 and 2024, ordinary

shares subject to possible redemption in an amount of $ 64,487,925 and $ 60,752,079 are presented at redemption value as temporary equity,

outside of the shareholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption

value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end

of each reporting period.

Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against

additional paid in capital or accumulated deficit if additional paid-in capital has no outstanding balance as of December 31, 2025 and

of December 31, 2025, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following

SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

Total public offering gross proceeds

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( 3,974,257 )

Proceeds and Offering costs allocated to public shares

Accretion of carrying value to redemption value

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Ordinary shares subject to possible redemption, as of December 31, 2024

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 Financial Officer

has been identified as the chief operating decision maker (“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 operating 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 operating 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.

Formation and operating costs 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 formation and operating costs to manage, maintain and enforce all contractual

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

Subsequent measurement of ordinary shares subject to possible redemption (interest earned on cash and investments held in Trust Account)

Subsequent measurement of ordinary shares subject to possible redemption (extension)

Ordinary shares subject to possible redemption, as of December 31, 2025

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.

Company’s Chief Financial Officer has been identified as the chief operating decision maker (“CODM”), who reviews the

operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

management has determined that the Company only has one operating segment.

evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews key metrics, formation

and operating costs and interest earned on cash and investments held in Trust Account which include the accompanying statements of operations.

key measures of segment profit or loss reviewed by our CODM are interest earned on cash and investments held in Trust Account and formation

and operating costs.

The CODM reviews interest earned on cash and 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

Formation and operating costs 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 formation and operating

costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

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

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 permitted.

This was effective for the Company during the year ended December 31, 2024,

and did not have a material impact to the financial statements.

does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a

November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive

Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”, requiring public entities

to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December

15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

material effect on the Company’s financial statements.

13 unchanged sentences

Simultaneously

with the closing of the IPO, the Company consummated the private sale of 230,000

Private Placement Units to Yawei Cao, the Chairman and Chief Executive Officer of the Company, and

TenX Global Capital LP, an affiliate of Taylor Zhang, the Company’s Chief Financial Officer.

Each Unit consists of one share of ordinary shares and one right to receive one-tenths (1/10) of one

Ordinary Share upon the consummation of the Company’s initial Business Combination.

The proceeds from the sale of the Private

Placement Units were added to the net proceeds from the IPO 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 Placement Units held in the Trust Account will

be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

The Private Placement Units

(including the underlying securities) will not be transferable, assignable, or salable until the completion of a Business

Combination, subject to certain exceptions.

with the closing of the IPO, the Company consummated the private sale of 230,000 Private Placement Units to Yawei Cao, the Chairman and

Chief Executive Officer of the Company, and TenX Global Capital LP, an affiliate of Taylor Zhang, the Company’s Chief Financial

Each Unit consists of one share of ordinary shares and one right to receive one-tenths (1/10) of one Ordinary Share upon the

consummation of the Company’s initial Business Combination.

The proceeds from the sale of the Private Placement Units were added

to the net proceeds from the IPO 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 Placement Units held in the Trust Account will be used to fund the redemption of the

Public Shares (subject to the requirements of applicable law).

The Private Placement Units (including the underlying securities) will

not be transferable, assignable, or salable until the completion of a Business Combination, subject to certain exceptions.

5 — RELATED PARTIES

2 unchanged sentences

costs borne by the Sponsors.

225,000 of such founder shares were forfeited and cancelled as the underwriters’

over-allotment was not exercised.

225,000 of such founder shares were forfeited and cancelled as the underwriters’ over-allotment was

not exercised.

May 30, 2024, Cayson Holding LP, one of the Company’s sponsors, transferred an aggregate of 862,500 founder shares to Yawei Cao,

the Company’s other sponsor, Chairman and CEO.

The Company estimated the fair value of the EBC Founder Shares to be $ 132,000 or

$ 1.32 per share.

Accordingly, $ 130,550 (the total $ 132,000 fair value less $ 1,450 to be paid by EBC) was considered to be deferred offering

The Company established the initial fair value for the EBC Founder Shares on May 30, 2024, the date of the issuance, using a calculation

prepared by management which takes into consideration the probability of completion of the Initial Public Offering, an implied probability

of the completion of a Business Combination and a Discount for Lack of Marketability calculation.

The EBC Founder Shares, are classified

as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a business combination, the probability

of the initial public offering, and other risk factors.

May 30, 2024, the Company issued to EBC 100,000 EBC founder shares for a purchase price of approximately $ 0.014 per share and an aggregate

46 unchanged sentences

earlier of (i) December 31, 2024, or (ii) the consummation of the Initial Public Offering.

The Promissory Note then expired upon the

consummation of the IPO.

As of December 31, 2024, no amounts were outstanding under the Promissory Note.

On the date of closing of the IPO on September

23, 2024, no amounts were outstanding under the Promissory Note and the Promissory Note then expired upon the consummation of the IPO.

September 9, 2025, Cayson Holding LP, one of the Sponsors, issued an unsecured promissory note to the Company, pursuant to which the

Company borrowed an aggregate amount of $ 300,000 (the “Extension Note”).

The Extension Note is non-interest bearing and are

repayable in full upon consummation of a Business Combination.

The proceeds from the Extension Note were deposited into escrow account

managed by the Company’s trustee, Continental.

Such funds are subject to possible redemption by the Company’s public shareholders

in accordance with the terms of the Trust Account, and were used to extend the period of time the Company has to consummate a Business

Combination from September 23, 2025 to December 23, 2025.

As of December 31, 2025, $ 300,000 was outstanding under the Extension Note.

to Related Party

2 unchanged sentences

non-interest bearing.

During the period from May 27, 2024 (inception) through September 23, 2024,

the Sponsors had paid $ 261,317 on behalf of the Company.

On September 23, 2024, the Company repaid $ 286,317 out of the offering proceeds

held in trust account, resulting in a $ 25,000 due from the sponsor as of September 23, 2024.

On September 26, 2024, the Sponsor initiated

the wire to return the $ 25,000 to the Company.

As of December 31, 2024, there is no

outstanding balance due to the related party.

During the period from May 27, 2024 (inception) through September 23, 2024, the Sponsors had paid $ 261,317 on behalf

of the Company.

On September 23, 2024, the Company repaid $ 286,317 out of the offering proceeds held in trust account, resulting in a

$ 25,000 due from the sponsor as of September 23, 2024.

On September 26, 2024, the Sponsor initiated the wire to return the $ 25,000 to

As of December 31, 2025 and 2024, there is no outstanding balance due to the related party.

from Related Party

3 unchanged sentences

As of December 31, 2025

there is no outstanding balance due from the related party.

and 2024, there is no outstanding balance due from the related party.

Services Agreement

3 unchanged sentences

deferred offering costs for these services.

As of December 31, 2024, no amounts remain outstanding.

As of December 31, 2025 and 2024, no amounts remain outstanding.

Administration

on September 19, 2024, one of the Sponsors will be allowed to charge the Company an allocable share of its overhead, up to $ 10,000 per

month to the close of the Business Combination, to compensate it for the Company’s use of its office, utilities and personnel.

As of December 31, 2024, an administration fee of $ 4,194 has been accrued to accrued expenses.

Working Capital Loans

In order to finance the Company’s

transaction costs in connection with its search for and consummation of a Business Combination, the Sponsors, its affiliates or any of

the Company’s officers and directors may but are not obligated to, loan to the Company funds as the Company may require, of which

up to $ 1,500,000 of such loans may be convertible into private placement-equivalent units (“Working Capital Units”) at a

price of $ 10.00 per unit at the option of the lender.

As of December 31, 2024, the Company has not incurred any such loans.

month to the close of the Business Combination, to compensate for the Company’s use of its office, utilities and personnel.

As of December 31, 2025 and 2024, an administration fee of $ 14,000 and $ 4,194 has been accrued to accrued expenses.

Capital Loans

order to finance the Company’s transaction costs in connection with its search for and consummation of a Business Combination,

the Sponsors, its affiliates or any of the Company’s officers and directors may but are not obligated to, loan to the Company funds

as the Company may require, of which up to $ 1,500,000 of such loans may be convertible into private placement-equivalent units (“Working

Capital Units”) at a price of $ 10.00 per unit at the option of the lender.

As of December 31, 2025 and 2024, the Company has not

incurred any such loans.

6 - PROMISSORY NOTE FROM A THIRD PARTY

September 9, 2025, Mango Financial, the party that entered into the Merger Agreement with the Company (see Note 1- Proposed Business

Combination ), issued an unsecured promissory note to the Company, pursuant to which the Company borrowed an aggregate principal

amount of $ 300,000 (the “Mango Extension Note”).

The Mango Extension Note is non-interest bearing and is payable in full

upon consummation of a Business Combination.

The proceeds from the Mango Extension Note were deposited into Trust account, and were used

to extend the period of time the Company has to consummate a Business Combination from September 23, 2025 to December 23, 2025.

As of December 31, 2025, $ 300,000 was outstanding under the Mango Extension Note.

December 17, 2025, Mango Financial issued an unsecured promissory note to the Company, pursuant to which the Company borrowed an aggregate

principal amount of $ 600,000 (the “Mango Extension Note 2”).

The Mango Extension Note 2 is non-interest bearing and is payable

in full upon consummation of a Business Combination.

The proceeds from the Mango Extension Note 2 were deposited into Trust Account on

December 23, 2025, and were used to extend the period of time the Company has to consummate a Business Combination from December 23,

2025 to March 23, 2026.

As of December 31, 2025, $ 600,000 was outstanding under the Mango Extension Note 2.

of December 31, 2025, the total amount due was $ 900,000 .

7 — COMMITMENTS AND CONTINGENCIES

16 unchanged sentences

with the Initial Public Offering.

The underwriters were entitled to a deferred underwriting discount of 3.5 % of the gross proceeds of

the IPO, or $ 2,100,000 , payable upon the closing of an initial business combination.

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

8 — SHAREHOLDERS’ EQUITY

1 unchanged sentence

with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of

As of December 31, 2024, there were no shares of preferred shares issued or outstanding.

As of December 31, 2025 and 2024, there were no shares of preferred shares issued or outstanding.

Shares — The Company is authorized to issue 200,000,000 ordinary shares with a par value of $ 0.0001 per share.

of ordinary shares were entitled to one vote for each share.

As of December 31, 2024, there were 1,830,000 ordinary shares issued and

outstanding (excluding 6,000,000 shares subject to possible redemption), consisting of 1,500,000 Founder Shares, 100,000 EBC Founder

As of December 31, 2025 and 2024, there were 1,830,000 ordinary shares issued

and outstanding (excluding 6,000,000 shares subject to possible redemption), consisting of 1,500,000 Founder Shares, 100,000 EBC Founder

Shares, and 230,000 Private Placement Units.

15 unchanged sentences

statements were issued.

Based upon this review, other than as described below, the Company did not identify any subsequent events that

Based upon this review, the Company identify the following subsequent events that

would have required adjustment or disclosure in the financial statements:

March 18, 2026, the Company held an extraordinary general meeting virtually, solely with respect to voting on (i) the proposal to

extend the date by which the Company must complete its initial business combination on a monthly basis, up to twelve (12) months (or

until March 23, 2027) (the “Extended Date”), (ii) the proposal to remove the limitation that the Company shall not

redeem public shares to the extent that such redemptions would cause the Company’s net tangible assets to be less than $ 5,000,001

(the “Redemption Limitation Proposal”), and (iii) the proposal to amend the Company’s investment management trust

agreement, dated September 19, 2024, by and between the Company and the Trustee to allow the Company to extend the Termination Date

up to twelve time from the Termination Date to March 23, 2027 with all twelve extensions comprised of one month each by providing

five days’ advance notice to the Trustee and depositing into the Trust Account a payment of $ 125,000

per extension (the “Extension Payment”) until March 23, 2027.

connection with the vote to approve the 2026 Extension Amendment Proposal and the Redemption Limitation Proposal at the Extraordinary

General Meeting on March 18, 2026, the holders of 2,541,908

Ordinary Shares properly exercised their rights to redeem their

shares for cash at a redemption price of approximately $ 10.83

per share, for an aggregate redemption amount of approximately

$ 27,536,646 .

March 18, 2026, Mango Financial, the party to entered the Merger Agreement with the Company (see Note 1- Proposed Business Combination),

issued an unsecured promissory note to the Company, pursuant to which the Company borrowed an aggregate principal amount of $ 750,000

(the “Mango Extension Note 3”).

The first $ 125,000 of such amount was loaned to the Company and the Company deposited such

amount into the trust account established by the Company in connection with its initial public offering pursuant to the Company’s

Amended and Restated Memorandum and Articles of Association and trust agreement, as amended, governing the trust account in order to

extend the time that the Company has to consummate an initial business combination (a “Business Combination”) as described

The loan is evidenced by a promissory note (the “Note”) issued by the Company to Mango Financial.

The Note bears no

interest and is repayable in full upon consummation of a Business Combination.

March 19, 2026, $ 125,000 was deposited into the Trust Account to extend the deadline from March 23, 2026 to April 23, 2026.

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

What changed 10-K

Item 9A. Controls and Procedures