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Item 1. Financial Statements

2025-05-07 compared with 2024-11-06 · 443 added, 420 removed, 104 unchanged (89% of the section changed)

1 – Financial Statements

ACQUISITION CORP

SHEET (UNAUDITED)

September 30, 2024

Item 1 – Financial Statements

CAYSON ACQUISITION CORP

BALANCE SHEETS (UNAUDITED)

March 31, 2025

December 31, 2024

Current Assets

Prepaid expenses – current portion

Prepaid expenses

Total Current Assets

Prepaid expenses - non-current portion

Investment held in Trust Account

Prepaid expenses - non-current

Cash and investments held in trust account

Total Non-current assets

7 unchanged sentences

Commitments and contingencies

Ordinary shares subject to possible redemption ( 6,000,000 shares at a redemption value of $ 10.01 per share)

Ordinary shares subject to possible redemption 6,000,000 shares at a redemption value of $ 10.23 and $ 10.13 per share as of March 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;

none issued and outstanding

Ordinary shares, $ 0.0001 par

Ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

3 unchanged sentences

( 1,773,797 )

( 1,542,300 )

Total Shareholders’ Deficit

( 1,773,614 )

T otal Liabilities and Shareholders’ Deficit

an aggregate of up to 225,000 ordinary shares subject to forfeiture if the remaining over-allotment option is not exercised in full

or in part by the underwriters (see Note 5 and 7).

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

ACQUISITION CORP

OF OPERATIONS

For the Three

September 30, 2024

For the Period from

May 27, 2024 (Inception) Through

September 30, 2024

( 1,542,117 )

Total Liabilities and Shareholders’ Deficit

The accompanying notes are an integral part of the

unaudited financial statements.

CAYSON ACQUISITION CORP

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Formation and operating costs

Loss from operations

Other Income:

Bank interest income

Interest earned on investments held in trust account

Interest earned on cash and investments held in Trust Account

Total other income

Weighted average shares outstanding, ordinary shares subject to possible redemption

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

Weighted average shares outstanding, ordinary shares, non-redeemable (1)

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

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

an aggregate of up to 225,000 ordinary shares subject to forfeiture depending on the extent to which the over-allotment option is

exercised by the underwriters (see Notes 5 and 7).

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

ACQUISITION CORP

OF CHANGES IN SHAREHOLDERS’ DEFICIT

The accompanying notes are an integral part of the

unaudited financial statements.

CAYSON ACQUISITION CORP

STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Ordinary Shares

Additional Paid-in

Shareholders’

Balance as of May 27, 2024 (inception)

Ordinary shares issued to Sponsor

Shares Issued to EBC

Balance as of June 30, 2024

Proceeds from sale of public units

Proceeds from sale of 230,000 private units

Allocation of offering costs to ordinary shares subject to possible redemption

( 3,722,527 )

Initial classification of ordinary shares subject to redemption to

temporary equity

( 6,000,000 )

( 59,279,400 )

Balance as of December 31, 2024

$ ( 1,542,300 )

Allocation of offering costs to ordinary shares subject to redemption

Accretion of additional paid in capital to accumulated deficit

$ ( 1,542,117 )

1 unchanged sentence

$ ( 1,542,117 )

Subsequent measurement of common stock subject to possible redemption

Net Income (loss)

Balance as of September 30, 2024

Subsequent measurement of ordinary shares subject to possible redemption

Balance as of March 31, 2025

$ ( 1,773,797 )

2 unchanged sentences

$ ( 1,773,614 )

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

ACQUISITION CORP

OF CASH FLOWS

For the Period from

(Inception) Through

September 30, 2024

The accompanying notes are an integral part of the

unaudited financial statements.

CAYSON ACQUISITION CORP

STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

CASH FLOWS FROM OPERATING ACTIVITIES

Adjustments to reconcile net loss 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

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

Changes in operating assets and liabilities:

Accrued offering costs

Accrued expenses

1 unchanged sentence

CASH USED IN OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES

Investment of cash in Trust Account

( 60,000,000 )

CASH USED IN INVESTING ACTIVITIES

( 60,000,000 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of EBC Founders Share

Proceeds from initial public offering

Proceeds from private placement

Payment of underwriter’s discount

( 1,200,000 )

Borrowings from related party

Repayment of borrowings from related party

Payment of offering costs

CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE IN CASH

NET DECREASE IN CASH

CASH AT BEGINNING OF THE PERIOD

CASH AT PERIOD END

CASH AT YEAR END

Supplemental disclosure of cash flow information:

Issuance of founder shares in exchange for deferred offering costs

Fair value of EBC Founder Shares charged to deferred offering costs

Allocation of offering costs to ordinary shares subject to redemption

Allocation of offering costs to ordinary shares subject to possible redemption

Initial classification of ordinary shares subject to redemption to temporary

Accretion of additional paid in capital to accumulated deficit

Accretion of subsequent measurement of ordinary shares subject to

possible redemption

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

ACQUISITION CORP

to the financial statements ( UNAUDITED )

1 — ORGANIZATION AND BUSINESS OPERATIONS

Organizational

Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on May 27, 2024.

The Company was formed for the purpose

of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business with one or more

businesses (the “Business Combination”).

Company is not limited to a particular industry or sector for purposes of consummating a Business Combination.

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

Company’s sponsors are Yawei Cao and Cayson Holding LP, a Delaware limited partnership (the “Sponsors”).

As of September

30, 2024, the Company had not commenced any operations.

All activity for the period from May 27, 2024 (inception) through September 30,

2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described

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

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

Subsequent measurement of ordinary shares subject to possible redemption

The accompanying notes are an integral part of the

unaudited financial statements.

CAYSON ACQUISITION CORP

the financial statements ( UNAUDITED )

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

Organizational and General

Cayson Acquisition Corp (the “Company”)

was incorporated in the Cayman Islands on May 27, 2024.

The Company was formed for the purpose of effecting a merger, capital stock exchange,

asset acquisition, stock purchase, reorganization, or similar business with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry

or sector for purposes of consummating a Business Combination.

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.

The Company’s sponsors are Yawei Cao and Cayson

Holding LP, a Delaware limited partnership (the “Sponsors”).

As of March 31, 2025, the Company had not commenced any operations.

All activity for the period from May 27, 2024 (inception) through March 31, 2025 relates to the Company’s formation and the initial

public offering (“Initial Public Offering”), which is described below, and identifying a target company for our initial Business

The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public

The Company has selected December 31 as its fiscal year end.

registration statement for the Company’s IPO (the “Registration Statement”) was declared effective on September 19,

On September 23, 2024, the Company consummated the IPO of 6,000,000 units, (“Units” and, with respect to the ordinary

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

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.

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

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.

Trust Account

of 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

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.

Concern Consideration

of September 30, 2024, the Company had $ 575,870 in its operating bank account, and working capital of $ 596,260 .

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.

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.

The registration statement for the Company’s

IPO (the “Registration Statement”) was declared effective on September 19, 2024.

On September 23, 2024, the Company consummated

the IPO of 6,000,000 units, (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public

Shares”), generating gross proceeds of $ 60,000,000 , which is described 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.

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

of 225,000 founder shares.

Transaction 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.

The Company will have until 12 months from the closing

of the IPO (or up to 21 months, if we extend the time to complete a business combination, 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.

The 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.

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.

Going Concern Consideration

As of March 31, 2025, the Company had $ 315,185 in

its operating bank account, and working capital of $ 282,923 .

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.

In connection with the Company’s assessment

of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined

that these conditions raise substantial doubt about the Company’s ability to continue as a going concern 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

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

As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability

to continue as a going concern.

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

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

The accompanying unaudited

interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America

(“GAAP”) for interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”),

and pursuant to the rules and regulations of the SEC.

The unaudited interim financial statements should be read in conjunction with the

audited financial statements and notes thereto for the period from May 27, 2024 (inception) through May 31, 2024 included in a registration

statement on Form S-1, as amended, declared effective by the SEC on September 19, 2024 and the Company’s Current Report on Form

8-K, as filed with the SEC on September 27, 2024 In the opinion of management, the unaudited financial statements reflect all adjustments,

to continue as a going concern within one year after the date that the financial statements are issued.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of Presentation

The accompanying unaudited interim financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for

interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules

and regulations of the SEC.

The unaudited interim financial statements should be read in conjunction with the audited financial statements

and notes thereto for the period from May 27, 2024 (inception) through December 31, 2024 included the Company’s Annual Report on

Form 10-K, as filed with the SEC on March 26, 2025.

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.

The interim results for the three months ended September 30, 2024 and for the period from May 27, 2024 (inception) through September

30, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or for any future periods.

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities

Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take

advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging

growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic

reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and

shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

preparation of the financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

and cash equivalents

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

The Company had a cash balance of $ 575,870

in cash equivalents as of September 30, 2024.

held in Trust Account

of September 30, 2024, the Company had $ 60,056,234 in investments held in the Trust Account comprised of money market funds that invest

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.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash account in a financial institution,

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

As of September 30, 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.

Costs associated with the IPO

Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff

Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering” to allocate offering costs between

public shares and public rights based on the estimated fair value of public shares and public rights at the date of issuance.

Offering costs of $ 3,722,528

(net of $ 300,000 underwriters cash reimbursement of deferred offering cost) were charged to additional paid-in capital upon

completion of the IPO and $ 3,974,257

was allocated to public shares which are subject to redemption based on the estimated fair value of the public shares as of

September 23, 2024.

Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax

assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements

carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured

using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered

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

the enactment date.

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

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be

sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits

as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30,

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.

In accordance with Cayman income tax regulations,

income taxes are not levied on the Company.

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

Company may be subject to potential examination by foreign taxing authorities in the area of income taxes.

These potential examinations

may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with

foreign tax laws.

interest payable in respect to US debt obligations held in the Trust Account is intended to qualify for the portfolio interest exemption

or otherwise be exempt from U.S.

The interim results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected through

December 31, 2025 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart

Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited

to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden

parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Use of Estimates

The preparation of the financial statement in conformity

with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

Making estimates requires management to exercise significant

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed

at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to

one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with

an original maturity of three months or less when purchased to be cash equivalents.

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

had a cash balance of $ 315,185 and $ 465,254 , respectively.

Cash and investments held in Trust Account

As of March 31, 2025 and December

31, 2024, the Company had $ 61,388,253

and $ 60,752,079 ,

respectively, in cash and investments held in the Trust Account comprised of money market funds that invest in U.S.

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 cash and investments held in the Trust Account is determined using

available market information.

Concentration of Credit Risk

Financial instruments that potentially subject the

Company to concentrations of credit risk consist of cash account in a financial institution, which, at times, may exceed the Federal Depository

Insurance Coverage of $ 250,000 .

As of March 31, 2025, 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 March 31, 2025 and December 31,

2024, $ 65,185 and $ 215,254 , respectively, was uninsured.

Offering Costs associated with the IPO

The Company complies with the requirements of Accounting

Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses

of Offering” to allocate offering costs between public shares and public rights based on the estimated fair value of public shares

and public rights at the date of issuance.

Offering costs of $ 3,722,528 (net of $ 300,000 underwriters cash reimbursement of deferred offering

cost) were charged to additional paid-in capital upon completion of the IPO and $ 3,974,257 was allocated to public shares which are subject

to redemption based on the estimated fair value of the public on the IPO date.

The Company follows the asset and liability method

of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated

future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities

and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable

income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and

liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are

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

ASC 740 prescribes a recognition threshold and a measurement

attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

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

There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of March 31, 2025 and December 31, 2024.

The Company is currently not

aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by

the Government of the Cayman Islands.

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

Consequently,

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

The Company may be subject to potential examination

by foreign taxing authorities in the area of income taxes.

These potential examinations may include questioning the timing and amount

of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.

Any interest payable in respect to US debt obligations

held in the Trust Account is intended to qualify for the portfolio interest exemption or otherwise be exempt from U.S.

withholding taxes.

Furthermore, shareholders of the Company may be subject to tax in their respective

jurisdictions based on applicable laws.

For instance, U.S.

persons may be subject to tax on the amounts deemed received depending on

whether the Company is a passive foreign investment company and whether U.S.

persons have made any applicable tax elections permitted

under applicable law.

Income (Loss) per Ordinary Share

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

The statements of operations include

a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income

In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company

first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed

income (loss) is calculated using the total net loss less any dividends paid.

The Company then allocated the undistributed income (loss)

ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares.

Any remeasurement

of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public

shareholders.

For the three months ended September 30, 2024 and for the period from May 27, 2024 (inception) through September 30, 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 (unaudited) is based on the following:

SCHEDULE OF NET INCOME (LOSS) PER SHARE

Three Months Ended

For The Period from May 27, 2024 (Inception) through September 30, 2024

Remeasurement of the accretion to redemption value of the shares subject to possible redemption

Net loss including remeasurement of accretion of redeemable value of shares subject to redemption value

$ ( 147,431 )

Furthermore, shareholders of the Company may be subject to tax in their respective jurisdictions based on applicable laws.

For instance,

persons may be subject to tax on the amounts deemed received depending on whether the Company is a passive foreign investment company

and whether U.S.

persons have made any applicable tax elections permitted under applicable law.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure

requirements of FASB ASC 260, Earnings Per Share.

Net income (loss) per share of ordinary share is computed by dividing net income (loss)

by the weighted average number of shares of ordinary share outstanding for the period.

Remeasurement of carrying value to redemption value

of redeemable shares of ordinary share is excluded from income (losses) per share as the redemption value approximates fair value.

For the three months ended March 31,

2025, 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 net income per share presented in the statement of operations

is based on the following:

OF NET INCOME LOSS REDEEMABLE AND NON REDEEMABLE SHARES

Non-Redeemable

Three Months Ended

The Period from May 27, 2024 (Inception) through September 30, 2024

Non-Redeemable

March 31, 2025

Non-Redeemable

Allocation of net loss including accretion of temporary equity

Accretion of temporary equity to redemption value

Allocation of net income (loss)

$ ( 121,963 )

Basic and diluted net income per share

Allocation of net income

Denominators:

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,”

approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

shares subject to possible redemption

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards

Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to

mandatory redemption is classified as a liability instrument and is measured at fair value.

Conditionally redeemable ordinary shares

(including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption

upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

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 occurrence of uncertain future

Accordingly, as of September 30, 2024, ordinary shares subject to possible redemption in an amount of $ 60,056,234 are

presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance

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 at the period end.

the three months ended September 30, 2024 and for the period from May 27, 2024 (inception) through September 30, 2024, the Company recorded

accretion of ordinary share subject to redemption value of $ 4,750,492 .

At September 30, 2024, the ordinary shares subject to possible

redemption reflected in the balance sheet are reconciled in the following table:

SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

Basic and diluted net income per share

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities,

which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented

in the balance sheet, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received

for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.

US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives

the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the

lowest priority to unobservable inputs (Level 3 measurements).

These tiers consist of:

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

Level 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;

Level 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.

In some circumstances, the inputs used to measure

fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is

categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The following table presents information about the

Company’s assets that are measured at fair value on a recurring basis as of March 31, 2025 and December 31, 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

Cash and investments held in trust account

Ordinary shares subject to possible redemption

The Company accounts for its ordinary shares subject

to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured

at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within

the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)

is classified as temporary equity.

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 occurrence

of uncertain future events.

Accordingly, as of March 31, 2025 and December 31, 2024, ordinary shares subject to possible redemption in

an amount of $ 61,388,253 and $ 60,752,079 , respectively, 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.

As of March 31, 2025 and 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

Total public offering gross proceeds

2 unchanged sentences

( 3,974,257 )

Proceeds and Offering costs allocated to public shares

Accretion of carrying value to redemption value

Ordinary shares subject to possible redemption

Subsequent measurement of ordinary shares subject to possible redemption (interest earned on trust account)

Ordinary shares subject to possible redemption, as of September 30, 2024

Accounting Standards

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.

3 — INITIAL PUBLIC OFFERING

September 23, 2024, the Company sold 6,000,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one ordinary share and one

right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Company’s initial Business Combination.

Public Rights will entitle the holder to one ordinary share (see Note 7).

The Company will not issue fractional shares and only whole

shares will trade, so unless a holder purchased units in multiples of tens, such holder will not be able to receive or trade the fractional

shares underlying the rights.

The Company also granted the underwriters a 45-day option to purchase up to an additional 900,000 units

to cover over-allotments.

4 — PRIVATE PLACEMENTS

Simultaneously

with the closing of the IPO, the Company consummated the private sale of 230,000 Private Placement Units.

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

Subsequent measurement of ordinary shares subject to possible redemption

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

Subsequent measurement of ordinary shares subject to possible redemption

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

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 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.

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 agreement.

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.

Recent Accounting Standards

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.

NOTE 3 — INITIAL PUBLIC OFFERING

On September 23, 2024, the Company sold 6,000,000

Units at a price of $ 10.00 per Unit.

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

share upon the consummation of the Company’s initial Business Combination.

Ten Public Rights will entitle the holder to one ordinary

share (see Note 7).

The Company will not issue fractional shares and only whole shares will trade, so unless a holder purchased units

in multiples of tens, such holder will not be able to receive or trade the fractional shares underlying the rights.

The Company also granted

the underwriters a 45-day option to purchase up to an additional 900,000 units to cover over-allotments.

On October 15, 2024, the underwriters’

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

NOTE 4 — PRIVATE PLACEMENTS

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 Dahe (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).

1 unchanged sentence

until the completion of a Business Combination, subject to certain exceptions.

5 — RELATED PARTIES

Shares and EBC Founder Shares

May 29, 2024, the Sponsors received 1,725,000 of the Company’s ordinary shares in exchange for $ 25,000 paid for deferred offering

costs borne by the Sponsors.

Up to 225,000 of such founder shares are subject to forfeiture to the extent that the underwriters’

over-allotment is not exercised in full.

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.

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

purchase price of $ 1,450 .

As of September 30, 2024, the Company had received payment for the purchase of the EBC Founder Shares.

The Company estimated the fair value of the EBC Founder Shares to be $ 132,000 or $ 1.32 per share.

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

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.

Founder Shares and EBC Founder Shares are identical to the ordinary shares included in the Public Units, and holders of Founder Shares

and EBC Founder Shares have the same shareholder rights as public shareholders, except that (i) the Founder Shares and EBC Founder shares

are subject to certain transfer restrictions, as described below;

(ii) the initial shareholders and EBC have agreed (A) to waive their

redemption rights with respect to any Founder Shares and EBC Founder Shares in connection with the completion of the initial Business

Combination, (B) to waive their redemption rights with respect to their Founder Shares and EBC Founder Shares in connection with a shareholder

vote to approve an amendment to the amended and restated memorandum and articles of association to (a) modify the substance or timing

of the obligation to provide for the redemption of the Public Shares in connection with an initial Business Combination or to redeem

100 % of the Public Shares if the Company does not complete the initial Business Combination within 12 months from the closing of this

offering (or up to 21 months, if we extend the time to complete an initial business combination as described in the prospectus) from

the closing of the Initial Public Offering or (b) with respect to any other material provisions relating to shareholders’ rights

or pre-initial Business Combination activity, and (C) to waive their rights to liquidating distributions from the Trust Account with

respect to any Founder Shares and EBC Founder Shares held by them if the Company fails to complete the initial Business Combination within

12 months from the closing of this offering (or up to 21 months, if we extend the time to complete an initial business combination as

described in the prospectus), and (iii) the Founder Shares and EBC Founder Shares are entitled to registration rights.

If the Company

submits the initial Business Combination to the public shareholders for a vote, the initial shareholders have agreed (and their permitted

transferees will agree) to vote any Founder Shares and any Public Shares purchased by them in or after the Initial Public Offering (including

in open market and privately-negotiated transactions) in favor of the initial Business Combination.

Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur

(A) six months after the date of the consummation of an Initial Business Combination, (B) any time after the 90 th day

after the consummation of an Initial Business Combination where the volume weighted average price of the ordinary shares equals or exceeds

$ 12.00 (as adjusted for share splits, dividends, combinations or similar actions) for twenty trading days out of any thirty consecutive

trading day period or (C) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction

after our initial business combination that results in all of our public shareholders having the right to exchange their ordinary shares

for cash, securities or other property.

founder shares will not, subject to certain exceptions, be transferred, assignable, or salable (except to permitted transferees as described

in the Registration Statement (defined below)) until 30 days after the date of the consummation of our initial business combination.

Note — Related Party

June 3, 2024, the Sponsors issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which

the Company may borrow up to an aggregate principal amount of $ 300,000 .

The Promissory Note is non-interest bearing and payable on the

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

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.

to Related Party

Sponsors paid certain formation, operating or deferred offering costs on behalf of the Company.

These amounts were due on demand and

non-interest bearing, which was fully repaid upon closing of the IPO on September 23, 2024 out of the offering proceeds held in

trust account.

As of September 30, 2024, there is no

outstanding balance due to the related party.

NOTE 5 — RELATED PARTIES

Founder Shares and EBC Founder Shares

On May 29, 2024, the Sponsors received 1,725,000 of

the Company’s ordinary shares in exchange for $ 25,000 paid for deferred offering costs borne by the Sponsors.

Up to 225,000 of such

founder shares are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full.

On 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.

On 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 purchase price of $ 1,450 .

The Company had received

payment for the purchase of the EBC Founder Shares.

The Company estimated the fair value of the EBC Founder Shares to be $ 132,000 or $ 1.32

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.

On October 15, 2024, the underwriters elected to terminate

their over-allotment option and as a result an aggregate of 225,000 Founder Shares were forfeited by the Sponsors and cancelled.

The Founder Shares and EBC Founder Shares are identical

to the ordinary shares included in the Public Units, and holders of Founder Shares and EBC Founder Shares have the same shareholder rights

as public shareholders, except that (i) the Founder Shares and EBC Founder shares are subject to certain transfer restrictions, as described

(ii) the initial shareholders and EBC have agreed (A) to waive their redemption rights with respect to any Founder Shares and EBC

Founder Shares in connection with the completion of the initial Business Combination, (B) to waive their redemption rights with respect

to their Founder Shares and EBC Founder Shares in connection with a shareholder vote to approve an amendment to the amended and restated

memorandum and articles of association to (a) modify the substance or timing of the obligation to provide for the redemption of the Public

Shares in connection with an initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the

initial Business Combination within 12 months from the closing of this offering (or up to 21 months, if we extend the time to complete

an initial business combination) from the closing of the Initial Public Offering or (b) with respect to any other material provisions

relating to shareholders’ rights or pre-initial Business Combination activity, and (C) to waive their rights to liquidating distributions

from the Trust Account with respect to any Founder Shares and EBC Founder Shares held by them if the Company fails to complete the initial

Business Combination within 12 months from the closing of this offering (or up to 21 months, if we extend the time to complete an initial

business combination, and (iii) the Founder Shares and EBC Founder Shares are entitled to registration rights.

If the Company submits

the initial Business Combination to the public shareholders for a vote, the initial shareholders have agreed (and their permitted transferees

will agree) to vote any Founder Shares and any Public Shares purchased by them in or after the Initial Public Offering (including in open

market and privately-negotiated transactions) in favor of the initial Business Combination.

The Sponsors have agreed, subject to limited exceptions,

not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

(A) six months after the date of the consummation

of an Initial Business Combination, (B) any time after the 90 th day after the consummation of an Initial Business Combination

where the volume weighted average price of the ordinary shares equals or exceeds $ 12.00 (as adjusted for share splits, dividends, combinations

or similar actions) for twenty trading days out of any thirty consecutive trading day period or (C) the date on which we complete a liquidation,

merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our

public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

EBC founder shares will not, subject to certain exceptions,

be transferred, assignable, or salable (except to permitted transferees as described in the Registration Statement (defined below)) until

30 days after the date of the consummation of our initial business combination.

Promissory Note — Related

On June 3, 2024, the Sponsors issued an unsecured

promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal

amount of $ 300,000 .

The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2024, or (ii) the consummation

of the Initial Public Offering.

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.

Due to Related Party

The Sponsors paid certain formation, operating or

deferred offering costs on behalf of the Company.

These amounts were due on demand and 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 March 31, 2025 and December 31, 2024,

there is no outstanding balance due to the related party.

from Related Party

2 unchanged sentences

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

As of September 30, 2024,

there is no outstanding balance due from the related party.

As of March 31, 2025

and December 31, 2024, there is no outstanding balance due from the related party.

Services Agreement

1 unchanged sentence

public offering.

During the period from May 27, 2024 (inception) through September 30, 2024, $ 150,000 has been paid through sponsor as

During the period from May 27, 2024 (inception) through December 31, 2024, $ 150,000 has been paid through sponsor as

deferred offering costs for these services.

As of September 30, 2024, no amounts remain outstanding.

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

Administration

1 unchanged sentence

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

During the period from May 27, 2024 (inception) through September 30, 2024, an administration fee of $ 4,000 has been accrued to accrued

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

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 March 31, 2025 and December 31, 2024, the Company

has not incurred any such loans.

6 — COMMITMENTS AND CONTINGENCIES

11 unchanged sentences

to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit, or $ 1,200,000 in the aggregate (or $ 1,380,000 in the aggregate

if the underwriters’ over-allotment option is exercised in full), paid at the closing of the Initial Public Offering.

underwriters paid the Company an aggregate amount of $ 300,000 at the closing of the Initial Public Offering as reimbursement to the Company

for certain of its expenses and fees incurred in connection with the Initial Public Offering.

On October 15,

the underwriter did not exercise their over-allotment option and hence a total of 225,000 ordinary shares were forfeited by the Sponsors.

the closing of the IPO, the underwriters were paid a cash underwriting discount of $ 0.20 per Unit, or $ 1,200,000 in the aggregate, while

an aggregate amount of $ 300,000 was paid as reimbursement to the Company for certain of its expenses and fees incurred in connection

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

7 — SHAREHOLDERS’ EQUITY

Shares — The Company is authorized to issue 2,000,000

shares of preferred shares with a par value of $ 0.0001

per share with such designations, voting and other rights and preferences as may be determined from time to time by the

Company’s board of directors.

As of September 30, 2024, there were no

shares of preferred shares issued or outstanding.

Shares — The Company is authorized to issue 2,000,000 shares of preferred shares with a par value of $ 0.0001 per share

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 March 31, 2025 and December 31, 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.

of September 30, 2024, there were 2,055,000 ordinary shares issued and outstanding, which include an aggregate of up to 225,000

founder shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full

or in part so that the number of Founder Shares will equal 20 % of the Company’s issued and outstanding ordinary shares after the

IPO (excluding shares underlying the Private Placement Units) (See Note 4 and Note 5 for further details).

As of March 31, 2025 and 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 Shares, and 230,000 Private Placement Units.

(See Note 4 and Note 5 for further details).

— Except in cases where the Company is not the surviving company in a business combination, each holder of a right will

13 unchanged sentences

statements were issued.

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

would have required adjustment or disclosure in the financial statements.

October 15, 2024, the underwriters elected to terminate their over-allotment option and hence an aggregate of 225,000 Founder Shares

were forfeited by the Sponsors.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment

or disclosure in the financial statements.

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