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Item 1. Financial Statements

2025-08-14 compared with 2025-05-07 · 444 added, 406 removed, 141 unchanged (86% of the section changed)

Item 1 – Financial Statements

CAYSON ACQUISITION CORP

BALANCE SHEETS (UNAUDITED)

March 31, 2025

1 – Financial Statements

ACQUISITION CORP

SHEETS (UNAUDITED)

June 30, 2025

December 31, 2024

13 unchanged sentences

Commitments and contingencies

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

Ordinary shares subject to possible redemption 6,000,000 shares at a redemption value of $ 10.23 and $ 10.13 per share as of June 30, 2025 and December 31, 2024, respectively

Shareholders’ Deficit:

13 unchanged sentences

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

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

ACQUISITION CORP

OF OPERATIONS

FOR THREE MONTHS ENDED JUNE 30, 2025

FOR THE SIX MONTHS ENDED JUNE 30, 2025

FOR THE PERIOD FROM MAY 27, 2024 (INCEPTION) THROUGH JUNE 30, 2024

Formation and operating costs

3 unchanged sentences

Total other income

Net income (loss)

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

1 unchanged sentence

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

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

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

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

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

ACQUISITION CORP

OF CHANGES IN SHAREHOLDERS’ DEFICIT

THREE AND SIX MONTHS ENDED JUNE 30, 2025

Ordinary Shares

4 unchanged sentences

$ ( 1,542,117 )

$ ( 1,542,300 )

$ ( 1,542,117 )

Subsequent measurement of ordinary shares subject to possible redemption

2 unchanged sentences

$ ( 1,773,614 )

Contribution of transaction cost

Subsequent measurement of ordinary shares subject to possible redemption

Balance as of June 30, 2025

$ ( 2,030,252 )

$ ( 1,875,692 )

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

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

THE PERIOD FROM MAY 27, 2024 (INCEPTION) THROUGH JUNE 30, 2024

Ordinary Shares

Additional Paid-in

Shareholders’ Equity

Balance as of May 27, 2024 (inception)

Ordinary shares issued to Sponsor

Shares Issued to EBC

Net income (loss)

Balance as of June 30, 2024

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

ACQUISITION CORP

OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2025

FOR THE PERIOD FROM MAY 27, 2024 (INCEPTION) THROUGH JUNE 30, 2024

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

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

Interest earned on cash and investments held in Trust Account

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

( 1,276,187 )

Changes in operating assets and liabilities:

Accrued offering costs

Accrued expenses

1 unchanged sentence

CASH USED IN OPERATING ACTIVITIES

NET DECREASE IN CASH

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of EBC Founders Share

Payment of offering costs

Borrowings from related party

CASH PROVIDED BY FINANCING ACTIVITIES

NET CHANGE IN CASH

CASH AT BEGINNING OF THE PERIOD

CASH AT YEAR END

CASH AT END OF PERIOD

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 and other assets

Deferred offering costs included in accrued offerings costs

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.

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

Contribution of transaction costs

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”).

30, 2025, the Company had not commenced any operations.

All activity for the period from May 27, 2024 (inception) through June 30, 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 Combination.

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.

The Company has selected December 31 as its fiscal year

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.

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 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.

Trust Account

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 Limited (“Mango Financial”), and

Mango Temp Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Mango Group (“Merger Sub”).

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.

At the effective time of the transaction, each outstanding ordinary share of the Company (each a “SPAC Ordinary

Share”), other than shares owned by the Company and dissenting shares, will be automatically converted into one Class A ordinary

share of Mango Group (each a “Mango Class A Ordinary Share”).

Immediately prior to the closing, each of the Company’s

units will automatically separate into SPAC Ordinary Shares and rights and each of the rights will automatically convert into 1/10 of

a SPAC Ordinary Share .

All of the SPAC Ordinary Shares included in the Company’s units and issued in respect of the Company’s

rights will be automatically converted into Mango Class A Ordinary Shares as described above.

Of the Mango Class A Ordinary Shares to be held by the Mango Group shareholders immediately prior to the closing,

4,000,000 shares will be deposited into escrow, to be held for two years as security for certain indemnification obligations of Mango

Additionally, the Mango Group shareholders will have the right to receive additional contingent consideration of up to 4,000,000

Mango Class A Ordinary Shares upon the achievement of certain net income targets for fiscal years 2025 and 2026.

The Company and Mango Group have agreed to use their reasonable best efforts to enter into definitive agreements

for the sale of at least $ 5,000,000 of equity securities of the Company to be consummated immediately prior to the closing of the transactions.

Concern Consideration

of June 30, 2025, the Company had $ 183,418 in its operating bank account, and working capital of $ 203,540 .

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.

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 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.

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 statements do not include any adjustments that might result from the outcome

of this uncertainty.

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

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 period ended June 30, 2025 are not necessarily indicative

of the results that may be expected through December 31, 2025 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 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.

and cash equivalents

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

As of June 30, 2025, and December 31, 2024, the Company had cash of $ 183,418 and $ 465,254 , respectively.

and investments held in Trust Account

of June 30, 2025 and December 31, 2024, the Company had $ 62,028,266 and $ 60,752,079 , respectively, 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 cash and investments held in the Trust Account are

included in interest earned on cash and 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

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 June 30, 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 June 30, 2025 and December 31, 2024, $ 0 and $ 215,254 , respectively, was uninsured.

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

on the IPO date.

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 June 30, 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.

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.

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.

withholding taxes.

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:

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.

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.

the three and six months ended June 30, 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.

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

March 31, 2025

Non-Redeemable

Basic and diluted net income per share

Allocation of net income

Non-Redeemable

For Three Months Ended

June 30, 2025

For Six Months Ended

June 30, 2025

For The Period From May 27, 2024 (Inception) Through June 30, 2024

Non-Redeemable

Basic and diluted net income (loss) per share

Allocation of net income (loss)

Denominators:

Weighted-average shares outstanding

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).

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.

Value Measurements

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.

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.

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

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.

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

30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such

OF ASSETS MEASURED AT FAIR VALUE ON RECURRING BASIS

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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:

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.

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 June 30, 2025 and December 31,

2024, ordinary shares subject to possible redemption in an amount of $ 62,028,266 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.

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

of June 30, 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

8 unchanged sentences

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).

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.

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.

Ordinary shares subject to possible redemption, as of June 30, 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

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.

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

of 225,000 founder shares.

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

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

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 .

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.

Accordingly, $ 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.

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.

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) 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.

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.

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 June 30 2025, and December 31 2024, there was 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 March 31, 2025

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

As of June 30, 2025,

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

Services Agreement

3 unchanged sentences

deferred offering costs for these services.

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

As of June 39, 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.

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

As of June 30, 2025 and December 31, 2024, an administration fee of $ 4,194 has been accrued to accrued expenses, respectively.

Capital Loans

3 unchanged sentences

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

As of June 30, 2025 and December 31, 2024, the Company

has not incurred any such loans.

24 unchanged sentences

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.

As of June 30, 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.

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

As of June 30, 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

13 unchanged sentences

and the rights will expire worthless.

- Contribution for transaction costs

to the Merger Agreement, as describe in Note 1 and 8, the agreement provides under section 5.20, “Fees and Expenses,” that

all fees and expenses incurred by the Parties in connection with this Agreement and the Transactions shall be paid by MFG and North Water.

the six months ended June 30, 2025, MFG, paid $ 154,377 of the Company’s transaction expenses directly on our behalf for which there

is no obligation of repayment, and are recognized as capital contributions to the Company.

8 — SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the date that the financial

statements were issued.

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

or disclosure in the financial statements.

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements

Based upon this review, the Company identified the following subsequent event that is required disclosure in the financial

July 11, 2025, the Company entered into the Merger Agreement by and among the Company, Mango Group, North Water and Merger Sub (see

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