What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-12 compared with 2024-12-03 · 483 added, 392 removed, 223 unchanged (80% of the section changed)

1 unchanged sentence

CHARLTON ARIA ACQUISITION CORPORATION

BALANCE SHEET

AS OF JUNE 30, 2024

BALANCE SHEETS

Current Assets

1 unchanged sentence

Total Current Assets

Non-current Assets

Deferred offering costs

Liabilities and Shareholder’s Equity

Cash and investments held in Trust Account

Liabilities and Shareholders’ Deficit

Current Liabilities

Accrued deferred offering cost

Due to related party

Promissory note - related party

Accounts payable and accrued expenses

Due to related parties

Total Current Liabilities

Deferred underwriting commission payable

Total Liabilities

Commitments and Contingencies (Note 6)

Shareholders’ Equity

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 8,500,000 shares at redemption value of $ 10.21 and $ 10.10 per share as of March 31, 2025 and December 31, 2024, respectively

Shareholders’ Deficit

Preference shares, $ 0.0001 par value, 5,000,000 shares authorized, none issued and outstanding

Class A ordinary shares, $ 0.0001 par value, 445,000,000 shares authorized, none issued and outstanding

Class A ordinary shares, $ 0.0001 par value, 445,000,000 shares authorized, 340,000 shares issued and outstanding (excluding 8,500,000 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,125,000 shares issued and outstanding

1 unchanged sentence

Accumulated deficit

Total Shareholders’ Equity

Total Liabilities and Shareholders’ Equity

(1) This number includes an aggregate of up to 281,250 Class B ordinary

shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

( 1,461,042 )

( 1,293,097 )

Total Shareholders’ Deficit

( 1,460,795 )

( 1,292,850 )

Total Liabilities and Shareholders’ Deficit

The accompanying notes are an integral part of these unaudited financial

CHARLTON ARIA ACQUISITION CORPORATION

CHARLTON ARIA ACQUISITION

STATEMENTS OF OPERATIONS

For The Three Months

For The Period From

March 22, 2024

(inception) Through

Formation and operating costs

Basic and diluted weighted average Class B ordinary shares outstanding (1)

Basic and diluted net loss per Class B ordinary share

(1) This number excludes an aggregate of up to 281,250 Class B ordinary

shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

The accompanying notes are an integral

part of these unaudited financial statements.

CHARLTON ARIA ACQUISITION CORPORATION

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT )

Loss from operations

Other income:

Interest and dividends earned on cash and investments held in Trust

Interest income

Total other income

Net income (loss)

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

Basic and diluted income per share, Class A ordinary shares subject to possible redemption

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

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

The accompanying notes are an integral part of these unaudited financial

CHARLTON ARIA ACQUISITION

STATEMENTS OF CHANGES

IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND

FOR THE PERIOD FROM MARCH 22, 2024

(INCEPTION) THROUGH MARCH 31, 2024

Ordinary Shares

Shareholders’

Balance as of December 31, 2024

$ ( 1,293,097 )

$ ( 1,292,850 )

Remeasurement of carrying value to redemption value

Balance as of March 31, 2025

$ ( 1,461,042 )

$ ( 1,460,795 )

Ordinary Shares

Shareholders’

Balance as of March 22, 2024 (Inception)

Balance as of March 31, 2024

Insider shares issued to initial shareholder (1)

Balance as of June 30, 2024

(1) This number includes an aggregate of up to 281,250 Class B ordinary

shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

The accompanying notes are an integral part of

these unaudited financial statements.

CHARLTON ARIA ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MARCH 22, 2024 (INCEPTION)

THROUGH JUNE 30, 2024

The accompanying notes are an integral part of these unaudited financial

CHARLTON ARIA ACQUISITION

STATEMENTS OF CASH FLOWS

For The Period From

(Inception) Through

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in

operating activities

Net income (loss)

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

Formation and operating cost paid by the Sponsor

Interest and dividends earned on cash and investments held in Trust Account

Changes in operating assets and liabilities:

Due to related party

Net Cash Used

in Operating Activities

Prepaid expenses

Accounts payable and accrued expenses

Net Cash Used in Operating Activities

Net Change in Cash

beginning of period

end of period

Supplemental Disclosure of Cash Flow

Prepaid expenses paid via promissory

note - related party

Deferred offering costs included

in accrued offering costs

Deferred offering costs paid by Sponsor

in exchange for issuance of Class B ordinary shares

Deferred offering costs paid via

promissory note - related party

The accompanying notes are an integral part of these unaudited financial

Cash, beginning of period

Cash, end of period

Supplemental Disclosure of Cash Flow Information:

Offering costs paid via promissory note - related party

Remeasurement of carrying value to redemption value

The accompanying notes are

an integral part of these unaudited financial statements.

CHARLTON ARIA ACQUISITION CORPORATION

NOTES TO UNAUDTIED FINANCIAL STATEMENTS

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 1 — Organization,

3 unchanged sentences

Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization

or similar business combination with one or more businesses or entities (the “Business Combination”).

The Company’s

efforts to identify a prospective target business will not be limited to a particular industry or geographic location.

The Company has

elected December 31 as its fiscal year end.

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

For the period from March 22, 2024 (inception) through June 30, 2024,

the Company’s efforts have been limited to organizational activities as well as activities related to the initial public

The Company will not generate any operating revenues until after

the completion of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of dividend and/or

interest income from the proceeds derived from the IPO (as defined below) and private placement (“Private Placement”, see

or similar business combination involving the Company, with one or more businesses or entities (the “initial business combination”).

The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location.

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

As of March 31, 2025, the Company had not commenced

any operations.

For the period from March 22, 2024 (inception) through March 31, 2025 , the Company’s efforts have been limited

to organizational activities as well as activities related to the initial public offering (the “IPO”) and search for target

for 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 dividend and/or interest income from the proceeds derived

from the IPO and private placement (“Private Placement”, see Note 4).

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placements Units (as defined below),

although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

is no assurance that the Company will be able to complete a Business Combination successfully.

although substantially all of the net proceeds are intended to be applied generally toward consummating an initial business combination.

There is no assurance that the Company will be able to complete an initial business combination successfully.

The Company’s founder and sponsor is ST

1 unchanged sentence

The Company’s ability to commence operations

is contingent upon obtaining adequate financial resources through a IPO and the Private Placement.

is contingent upon obtaining adequate financial resources through IPO and the Private Placement.

On October 25, 2024, the Company consummated its

8 unchanged sentences

is described in Note 4.

The underwriters of the IPO have been granted

a 45 -day option to purchase up to an additional 1,125,000 units offered by the Company to cover over-allotments, if any.

Up to 281,250

shares of the 2,156,250 Class B ordinary shares, par value $ 0.0001 per share (“Class B ordinary share” or “insider shares”)

(see Note 4) held by the Sponsor will be forfeited to the extent that the underwriters’ over-allotment option is not exercised in

full or in part, so that our insiders will collectively own 20.0 % of our issued and outstanding shares after the IPO (without given effect

to the sale of the Private Placement Units, the Representative Shares (as defined below), and assuming our directors, officers, Sponsor

or any of the foregoing’s affiliates (collectively, “insiders”) do not purchase Units in the IPO).

In connection with the IPO, the underwriters

were granted an option to purchase up to 1,125,000 additional Units to cover over-allotments, if any (the “Over-allotment

On November 19, 2024, the Representative exercised the Over-allotment Option in part, and purchased 1,000,000 Units

(the “Option Units”), generating gross proceeds of $ 10,000,000 .

Simultaneously with the issuance and sale of the Option

Units, the Company completed a private placement sale of 15,000 Private Units (the “Additional Private Placement Units”)

to the sponsor at a purchase price of $ 10.00 Private Units, generating gross proceeds of $ 150,000 .

The Company also issued an

additional 10,000 Representative Shares to the Representative.

In connection with the offering of the Option

Units and the sale of Additional Private Placement Units, the proceeds of $ 10,025,000 from the proceeds of the offering of the Option

Units and the sale of Additional Private Placement Units were placed in the trust account established for the benefit of the Company’s

public shareholders and the underwriters of the IPO, with Continental Stock Transfer & Trust Company acting as trustee.

31,250 shares of the 2,156,250 Class B ordinary

shares, par value $ 0.0001 per share (“Class B ordinary share” or “founder shares”) (see Note 4) held by the sponsor

were forfeited to the extent that the underwriters’ over-allotment option was exercised in part, so that our insiders will collectively

own 20.0 % of our issued and outstanding shares after the IPO (without given effect to the sale of the Private Placement Units, the Representative

Shares (as defined below), and assuming our directors, officers, Sponsor or any of the foregoing’s affiliates (collectively, “insiders”)

do not purchase Units in the IPO).

Transaction costs amounted to $ 3,408,558 , consisting

of $ 1,275,000 of underwriting commissions which was paid in cash at the closing date of the IPO, $ 1,700,000 of deferred underwriting commissions,

$ 92,195 of the Representative Shares (discussed in the below), and $ 341,363 of other offering costs.

In conjunction with the IPO, the Company issued

4 unchanged sentences

The estimated fair value of the Representative

Shares as of the IPO date totaled $ 81,348 .

Shares in connection with the IPO and the offering of the Option Units totaled $ 92,195 .

The Company’s initial business combination

6 unchanged sentences

the Investment Company Act.

There is no assurance that the Company will be able to complete a Business Combination successfully.

There is no assurance that the Company will be able to complete an initial business combination successfully.

Upon the closing of the IPO, management has agreed

that at least $ 10.025 per Unit (as defined in Note 3) sold in the IPO will be held into a U.S.-based trust account (“Trust

The funds held in the trust account will be invested only in U.S.

government treasury bills with a maturity of 185 days

or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act which

invest solely in direct U.S.

that at least $ 10.025 per Unit sold in the IPO will be held into a U.S.-based trust account (“trust account”).

The funds held

in the trust account will be invested only in U.S.

government treasury bills with a maturity of 185 days or less, or in money

market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act which invest solely in direct

government treasury.

Except with respect to divided and/or interest earned on the funds held in the

trust account that may be released to the Company to pay the Company’s tax obligation, if any, the proceeds from the IPO and the

sale of the Private Placement Units that are deposited and held in the trust account will not be released from the trust account

until the earliest to occur of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of

any public shares properly tendered in connection with a shareholder vote to amend the company’s second amended and restated memorandum

and articles of association to (A) modify the substance or timing of obligation to redeem 100 % of the Company’s public shares

if the Company does not complete the Company’s initial Business Combination within 18 months from the closing of the IPO or

up to two times, each by an additional three months (or up to 24 months from the closing of the IPO if the Company extends the

period of time to consummate a Business Combination by the full amount of time) provided that the Sponsor and/or designees must deposit

into the Trust Account for each three months extension, $ 750,000 , or $ 862,500 if the underwriter’s over-allotment option is

exercised in full ($ 0.10 per unit in either case), up to an aggregate of $ 1,500,000 or $ 1,725,000 if the underwriter’s over-allotment

option is exercised in full, on or prior to the date of the applicable deadline, or (B) with respect to any other provision relating

to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of public shares if the Company

is unable to complete their initial Business Combination within 18 months from the closing of the IPO or up to two times, (or up

to 24 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination by the full

amount of time), subject to applicable law.

In no other circumstances will a public shareholder have any right or interest of any kind

to or in the trust account.

The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors,

if any, which could have priority over the claims of the public shareholders.

Except with respect to divided and/or interest earned on the funds held in the trust account that may be

released to the Company to pay the Company’s tax obligation, if any, the proceeds from the IPO and the sale of the Private Placement

Units that are deposited and held in the trust account will not be released from the trust account until the earliest to occur of

(i) the completion of the Company’s initial business combination, (ii) the redemption of any public shares properly tendered

in connection with a shareholder vote to amend the company’s memorandum and articles of association effective at the time to (A) modify

the substance or timing of obligation to redeem 100 % of the Company’s public shares if the Company does not complete the Company’s

initial business combination by the Combination Deadline (as defined below), or (B) with respect to any other provision relating

to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of all of public shares if the

Company is unable to complete their initial business combination by the, subject to applicable law.

In no other circumstances will a public

shareholder have any right or interest of any kind to or in the trust account.

The proceeds deposited in the trust account could become

subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.

The Company will have until April 25, 2026 (or 18 months from

the consummation of the IPO) to consummate its initial business combination.

If it anticipates that it may not be able to consummate its

initial business combination by then, it may, but is not obligated to, extend the period of time to consummate an initial business combination

two times by an additional three months each time (until July 25, 2026 or October 25, 2026, or up to 21 months or 24 months

from the consummation of the IPO to complete an initial business combination), provided that the sponsor and/or designees must deposit

into the trust account for each three months extension, $ 850,000 ($ 0.10 per unit in either case), up to an aggregate of $ 1,750,000

on or prior to the date of the applicable deadline.

The applicable deadline to consummate the initial business combination in each case,

April 25, 2026, July 25, 2026, or October 25, 2026, is referred as the “Combination Deadline”.

The Company will provide its public shareholders

with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination either (i) in

connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either

(i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender

The ordinary shares subject to redemption accredited

1 unchanged sentence

Board’s (FASB) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company has determined not to consummate any Business Combination unless the Company has net tangible assets of at least $ 5,000,001

The Company has determined not to consummate any initial business combination unless the Company has net tangible assets of at least $ 5,000,001

upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act.

The Company will have only 18 months

from the closing of the IPO (or up to 24 months from the closing of the IPO if the Company extends the period of time to consummate

a Business Combination by the full amount of time) to complete its initial Business Combination, the Company will:

(i) cease all

operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days

thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust

Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes that

were paid by the Company or are payable by the Company, if any (less up to $ 100,000 of interest generated from the funds held in the Trust

Account released to us to pay dissolution expenses) divided by the number of the then-issued and outstanding public shares, which redemption

will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,

and, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders

and its Board of Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims

of creditors and the requirements of other applicable law.

The Sponsor and each member of management team have entered into an

agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account

with respect to any insider shares they hold if the Company fail to consummate an initial Business Combination within 18 months from

the closing of this offering (or up to 24 months from the closing of this offering, if the Company extend the period of time

to consummate a Business Combination).

If the Company does not complete its initial business combination by

Combination Deadline, the Company will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably

possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to

the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously

released to the Company to pay taxes that were paid by the Company or are payable by the Company, if any (less up to $ 100,000 of interest

generated from the funds held in the trust account released to us to pay dissolution expenses) divided by the number of the then-issued

and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including

the right to receive further liquidation distributions, if any);

and, and (iii) as promptly as reasonably possible following such

redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in each

case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable time).

sponsor and each member of management team have entered into an agreement with the Company, pursuant to which they have agreed to waive

their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to

consummate an initial business combination by the Combination Deadline.

The sponsor has agreed that it will be liable

15 unchanged sentences

Going Concern Consideration

As of June 30, 2024, the Company had no cash and a working capital deficiency

of $ 92,408 .

On October 25, 2024, the Company completed its IPO.

The Company expects to incur significant professional costs to remain

as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.

In connection

with the Company’s assessment of going concern considerations in accordance with 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.

Management’s plan

in addressing this uncertainty is through the Working Capital Loans, as defined below (see Note 5).

In addition, if the Company is unable

to complete a Business Combination within the Combination Period by April 25, 2026, unless further extended, 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.

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

As of March 31, 2025, the Company had $ 186,232

of cash and a working capital of $ 239,205 .

The Company expects to incur significant professional costs to remain as a publicly traded

company and to incur significant transaction costs in pursuit of the consummation of an initial business combination.

In connection with

the Company’s assessment of going concern considerations in accordance with 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 unaudited financial statements are issued.

Management’s plan in addressing this uncertainty is through the Working Capital

Loans, as defined below (see Note 5).

In addition, if the Company is unable to complete an initial business combination within the Combination

Period by April 25, 2026, unless further extended, 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 an initial 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 unaudited

financial statements are issued.

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

of this uncertainty.

Risks and Uncertainties

As a result of the military action commenced in February 2022 by the

Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business

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

and adversely affected.

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

equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market

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

The impact of this action and related

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

to consummate a Business Combination are not yet determinable.

The unaudited financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

As a result of the military action commenced in

February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s

ability to consummate an initial business combination, or the operations of a target business with which the Company ultimately consummates

an initial business combination, may be materially and adversely affected.

In addition, the Company’s ability to consummate a transaction

may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased

market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all.

The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position,

results of operations and/or ability to consummate an initial business combination are not yet determinable.

The unaudited financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 — Significant accounting

Basis of Presentation

The accompanying unaudited financial statements are presented in conformity

with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and

regulations of the SEC.

The interim financial information provided is unaudited but includes all adjustments which management considers

necessary for the fair presentation of the results for the period.

Operating results for the interim period ended June 30, 2024 are not

necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024.

The accompanying unaudited financial statements

are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”)

and pursuant to the rules and regulations of the SEC.

The interim financial information provided is unaudited but includes all adjustments

which management considers necessary for the fair presentation of the results for the period.

Operating results for the interim period

ended March 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025.

The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report

on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 24, 2025.

Emerging Growth Company Status

1 unchanged sentence

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, (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 auditor 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.

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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act

of 2002, as amended, 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

1 unchanged sentence

(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 an 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.

under the Securities Exchange Act of 1934, as amended (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 an 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 unaudited 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 financial statements in conformity

with US GAAP requires 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 and the reported amounts of expenses during the reporting

The preparation of unaudited financial statements

in conformity with US GAAP requires 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 unaudited financial statements and the reported amounts of expenses

during the reporting period.

Actual results could differ 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.

The Company did not have any cash or cash equivalents as of June 30,

Deferred Offering Costs

The Company considers all short-term investments

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

The Company has cash of $ 186,232 and $ 447,419

as of March 31, 2025 and December 31, 2024, respectively.

Cash and Investments Held in Trust Account

As of March 31, 2025 and December

31, 2024, substantially all of the assets of $ 86,769,326 and $ 85,870,124 held in the trust account, which

are invested primarily in money market funds.

These investments are presented on the balance sheet at fair value at the end of each reporting

Earnings on these investments are included in interest and dividends income in the accompanying statements of operations and is

automatically reinvested.

The fair value for these investments is determined using quoted market prices in active markets .

Offering Costs

The Company complies with the requirements of

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

Deferred offering costs consist of legal and other costs (including underwriting discounts and commissions) incurred through the balance

sheet date that are directly related to the IPO and that will be charged to shareholder’s equity upon the completion of the IPO.

Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.

Net Loss Per Ordinary Share

Net loss per ordinary share is computed by dividing

net loss by the weighted average number of Class B ordinary shares outstanding during the period, excluding ordinary shares subject

to forfeiture by the Sponsor.

Weighted average shares were reduced for the effect of an aggregate of 281,250 shares of ordinary share

that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5).

As of June 30, 2024,

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

share and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the period

Deferred offering costs consist of underwriting, legal, and other expenses incurred through the balance sheet date that are directly related

to the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering.

Fair Value of Financial Instruments

2 unchanged sentences

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

Concentration of Credit Risk

Financial instruments that potentially

subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed

the Federal Depository Insurance Coverage (“FDIC”) of $ 250,000 .

As of March 31, 2025, and December 31, 2024, $ 0 and $ 197,419 ,

respectively, were over the FDIC limit.

The Company has not experienced losses on these accounts.

Net Income (Loss) Per Share

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

Net income (loss) per ordinary share is computed

by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period.

Remeasurement of carrying

value to redemption value of redeemable ordinary shares is excluded from income (loss) per share as the redemption value approximates

For the three months ended March 31, 2025, the Company has not considered the effect of the 8,755,000 Rights included in the

Units, the Private Placement Units, the Option Units and the Additional Private Placement Units,

in the calculation of diluted net income per share, since the conversion of the Rights is contingent upon the occurrence of future events

and the inclusion of such Rights would be anti-dilutive and the Company did not have any other 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 periods presented.

For The Period From

For The Three Months

March 22, 2024

(Inception) Through

March 31, 2025

March 31, 2024

Non-Redeemable

Class A and Class B

Basic and diluted net income (loss) per ordinary share:

Allocation of net income (loss)

Denominators:

Basic and diluted weighted average shares outstanding

Basic and diluted net income per ordinary share

Fair Value of Financial Instruments

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates

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

The Company applies ASC 820, which establishes

10 unchanged sentences

liability and are to be developed based on the best information available in the circumstances.

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges.

Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges.

Inputs to the fair value measurement

are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying

terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted

3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when

little or no market data exists for the assets or liabilities.

The following table presents information about

the Company’s assets that are measured at fair value on 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.

March 31, 2025

Cash and investments held in trust account

December 31, 2024

Cash and investments held in trust account

The rights were valued, using a calculation prepared

by management which takes into consideration the probability of completion of the IPO, an implied probability of the completion of an

initial business combination and a Discount for Lack of Marketability calculation.

The rights are classified as Level 3 at the measurement

date due to the use of unobservable inputs including the probability of an initial business combination, the probability of the initial

public offering, and other risk factors.

Class A ordinary shares subject to possible

The Company will account for its Class A

ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities

from Equity” (ASC 480).

Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument

and will be 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) will be classified as temporary equity.

At all other times, ordinary shares will be classified as shareholders’

In accordance with ASC 480-10-S99, the Company will classify the Class A ordinary shares subject to redemption outside

of permanent equity as the redemption provisions are not solely within the control of the Company.

Given that the 7,500,000 Class A

ordinary shares (or 8,625,000 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full) sold

as part of the Units in the IPO will be issued with other freestanding instruments (i.e., rights), the initial carrying value of

Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20.

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

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

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

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

Company has elected to recognize the changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument

The Company accounts for its Class A ordinary

shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity”

Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be 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)

will be classified as temporary equity.

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

In accordance

with ASC 480-10-S99, the Company classifies the Class A ordinary shares subject to redemption outside of permanent equity as

the redemption provisions are not solely within the control of the Company.

Given that the 8,500,000 Class A ordinary shares sold

as part of the Units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of Class A

ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20.

is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption

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

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

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

has elected to recognize the changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument

to equal the redemption value at the end of each reporting period.

As of March 31, 2025 and December 31, 2024, the Class A ordinary shares

subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Class A ordinary shares subject to possible redemption, March 22, 2024 (Inception)

Gross Proceeds

Proceeds allocated to Public Rights

( 1,152,422 )

Proceeds allocated to over-allotment option

Redeemable Class A ordinary shares issuance cost

( 3,350,023 )

Initial measurement of carrying value to redemption value

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, December 31, 2024

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, March 31, 2025

The Company accounts for income taxes under ASC 740

5 unchanged sentences

when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes

recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial

statement recognition and measurement of a tax position 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.

ASC 740 also provides guidance

on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

Based on the Company’s

evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited

financial statements.

ASC 740 also clarifies the accounting for

uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement

process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

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

also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition

in the Company’s unaudited financial statements.

The Company recognizes accrued interest and penalties

1 unchanged sentence

There were no unrecognized tax benefits and no amounts accrued for interest

and penalties as of June 30, 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

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

Consequently,

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

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 Islands federal income tax regulations, income taxes

are not levied on the Company.

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

Related parties

4 unchanged sentences

Recent Accounting Pronouncements

Management does not believe that any other recently issued, but not effective,

accounting standards, if currently adopted, would have a material effect on the Company’s unaudited financial statements.

Note 3 — Initial

Public Offering

Management does not believe that any recently

issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited financial

Note 3 — Initial Public Offering

On October 25, 2024, the Company sold 7,500,000

Units in its IPO.

Each Unit has an offering price of $ 10.00 and consists of one share of the Company’s Class A ordinary share

and one right.

Each right entitles the holder thereof to receive one-eighth of one Class A ordinary share upon completion of the

Company’s initial Business Combination.

On November 19, 2024, the Representative exercised the over-allotment option in part, and purchased 1,000,000 Units.

Each Unit has an offering price of $ 10.00 and consists of one share of the Company’s Class A ordinary share and one right.

Each right entitles the holder thereof to receive one-eighth of one Class A ordinary share upon completion of the Company’s

initial business combination.

The Company will not issue fractional shares.

As a result, the holder must hold rights in

multiples of 8 in order to receive shares for all of their rights upon closing of a Business Combination.

The Company has also granted

the underwriters a 45-day option to purchase up to an additional 1,125,000 Units to cover over-allotments, if any.

As a result, the holder must hold rights in multiples of 8

in order to receive shares for all of their rights upon closing of an initial business combination.

Note 4 — Private Placement

Simultaneously

with the closing of the IPO, t he Sponsor purchased an aggregate of 240,000 Units at a price of $ 10.00 per Unit for an

aggregate purchase price of $ 2,400,000 in the Private Placement.

Each Private Placement Units was identical to the Units sold in

the IPO, except that it will not be redeemable, transferable, assignable or salable by the Sponsor until the completion of its initial

Business Combination (except to certain permitted transferees).

with the closing of the IPO and the Option Units in part , t he sponsor purchased an

aggregate of 255,000 Units at a price of $ 10.00 per Unit for an aggregate purchase price of $ 2,550,000 in the Private Placement.

Each Private Placement Units was identical to the Units sold in the IPO, except that it will not be redeemable, transferable, assignable

or salable by the sponsor until the completion of its initial business combination (except to certain permitted transferees).

Note 5 — Related Party

Insider Shares

Founder Shares

On April 23, 2024, the Company issued 2,156,250

Class B ordinary shares, or insider shares, par value $ 0.0001 per share, to its Sponsor for a purchase price of $ 25,000 , or approximately

Class B ordinary shares, or founder shares, par value $ 0.0001 per share, to its Sponsor for a purchase price of $ 25,000 , or approximately

$ 0.0116 per share.

The insider shares held by the Company’s insiders include an aggregate of up to 281,250 shares subject to forfeiture

to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that its insiders will collectively

own 20.0 % of its issued and outstanding shares after this offering (without given effect to the sale of the Private Placement Units, the

Representative Shares, and assuming our insiders do not purchase Units in the IPO).

The founder shares held by the Company’s insiders was reduced by an aggregate of 31,250 forfeited shares to the

extent that the underwriters’ over-allotment option was exercised in part, so that its insiders would collectively own 20.0 % of

its issued and outstanding shares after this offering (without given effect to the sale of the Private Placement Units, the Representative

Shares, and assuming our insiders do not purchase Units in the IPO).

On September 11, 2024, the sponsor entered into

a securities transfer agreement, pursuant to which the Sponsor transferred 100,000 insider shares and 60,000 insider shares to Mr.

a securities transfer agreement, pursuant to which the sponsor transferred 100,000 founder shares and 60,000 founder shares to Mr.

Garner, the Company’s Chairman and CEO, and Ms.

17 unchanged sentences

However, the Company’s insiders have agreed,

pursuant to written letter agreements with the Company, (A) to vote their insider shares and Private Placement shares (as well as

any public shares acquired in or after this offering) in favor of any proposed Business Combination, (B) not to propose, or vote

in favor of, an amendment to the Company’s second amended and restated memorandum and articles of association that would stop the

Company’s public shareholders from redeeming their shares for cash or selling their insider shares and Private Placement shares

to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem

100 % of the Company’s public shares if the Company do not complete a Business Combination within 18 months from the closing

of this offering (or up to 24 months from the closing of this offering if the Company extend the period of time to consummate a Business

Combination) unless the Company provide public shareholders with the opportunity to redeem their public shares to receive cash from the

Trust Account in connection with any such vote (regardless how such shareholders vote for such amendment), (C) not to redeem any

insider shares and Private Placement shares (as well as any other shares acquired in or after this offering) for cash from the Trust Account

in connection with a shareholder vote to approve the Company’s proposed initial Business Combination (or sell any shares they hold

to the Company in a tender offer in connection with a proposed initial Business Combination) or a vote to amend the provisions of the

Company’s second amended and restated memorandum and articles of association relating to shareholders’ rights or pre-business

combination activity and (D) that the insider shares and Private Placement shares shall not participate in any liquidating distribution

upon winding up if a Business Combination is not consummated.

pursuant to written letter agreements with the Company, (A) to vote their founder shares and Private Placement shares (as well as

any public shares acquired in or after this offering) in favor of any initial business combination, (B) not to propose, or vote in

favor of, an amendment to the Company’s memorandum and articles of association effective at the time that would stop the Company’s

public shareholders from redeeming their shares for cash or selling their founder shares and Private Placement shares to the Company in

connection with an initial business combination or affect the substance or timing of the Company’s obligation to redeem 100 % of

the Company’s public shares if the Company do not complete an initial business combination by the Combination Deadline, (C) not

to redeem any founder shares and Private Placement shares (as well as any other shares acquired in or after this offering) for cash from

the trust account in connection with a shareholder vote to approve the Company’s proposed an initial business combination (or sell

any shares they hold to the Company in a tender offer in connection with a proposed initial business combination) or a vote to amend the

provisions of the Company’s memorandum and articles of association effective at the time relating to shareholders’ rights

or pre-initial business combination activity and (D) that the founder shares and Private Placement shares shall not participate in

any liquidating distribution upon winding up if an initial business combination is not consummated.

The insiders have agreed not to transfer, assign

or sell any of the insider shares (except to certain permitted transferees) until (1) with respect to 50 % of the insider shares,

or sell any of the founder shares (except to certain permitted transferees) until (1) with respect to 50 % of the founder shares,

the earlier of six months after the date of the consummation of the Company’s initial business combination and the date on

1 unchanged sentence

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period

commencing after the Company’s initial Business Combination and (2) with respect to the remaining 50 % of the insider shares,

commencing after the Company’s initial business combination and (2) with respect to the remaining 50 % of the founder shares,

six months after the date of the consummation of the Company’s initial business combination, or earlier, in either case, if,

10 unchanged sentences

a Chairman and CEO, he will receive annual cash compensation in the amount of $ 7,500 , payable each month.

As of June 30, 2024, the Company had compensation

expenses payable to Mr.

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

Company had compensation expenses payable to Mr.

Will Garner of $ 8,750 .

4 unchanged sentences

of $ 5,000 , payable each month.

As of June 30, 2024, the Company did not owe Ms.

Yuanmei Ma of any compensation expenses payable.

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

Company had compensation expenses payable to Ms.

Yuanmei Ma of $ 5,000 .

Promissory Note — Related Party

April 18, 2024, the Sponsor has agreed to loan the Company up to $ 500,000 (the “Promissory Note”) to be used for a portion

of the expenses of the IPO.

As of June 30, 2024, the Company had an outstanding loan balance of $ 123,572 .

This loan is non-interest bearing,

unsecured and is due at the earlier of (1) December 31, 2024 or (2) the date on which the Company consummates an initial

public offering.

The loan will be repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account.

October 30, 2024, the Company has repaid the Promissory Note.

On April 18, 2024, the sponsor has agreed

to loan the Company up to $ 500,000 (the “Promissory Note”) to be used for a portion of the expenses of the IPO.

The Promissory

Note of $ 273,969 is non-interest bearing, unsecured and is due at the earlier of (1) December 31, 2024 or (2) the date

on which the Company consummates an initial public offering.

The Promissory Note was repaid upon the closing of the IPO out of the offering

proceeds not held in the trust account.

As of March 31, 2025 and December 31, 2024, the Company had Promissory Note of $ 0 .

Working Capital Loans

In addition, in order to meet the Company’s

working capital needs following the consummation of the initial public offering if the funds not held in the Trust Account are insufficient,

or to extend its life, its insiders, officers and directors or their affiliates/designees may, but are not obligated to, loan the Company

funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion.

Each loan would be evidenced

by a promissory note.

The notes would either be paid upon consummation of the Company’s initial Business Combination, without interest,

or, at the lender’s discretion, up to $ 3,000,000 of the notes (“Working Capital Loans”) may be converted upon consummation

of the Company’s Business Combination into working capital Units at a price of $ 10.00 per Unit.

If the Company do not complete

a Business Combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available.

As of June 30, 2024, the Company had no borrowings

under the Working Capital Loans.

In addition, in order to meet the Company’s working capital needs

following the consummation of the initial public offering if the funds not held in the trust account are insufficient, or to extend its

life, its insiders, officers and directors or their affiliates/designees may, but are not obligated to, loan the Company funds, from time

to time or at any time, in whatever amount they deem reasonable in their sole discretion.

Each loan would be evidenced by a promissory

The notes would either be paid upon consummation of the Company’s initial business combination, without interest, or, at the

lender’s discretion, up to $ 3,000,000 of the notes (“Working Capital Loans”) may be converted upon consummation of the

Company’s initial business combination into working capital Units at a price of $ 10.00 per Unit.

If the Company does not complete

an initial business combination, the loans would be repaid out of funds not held in the trust account, and only to the extent available.

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

Company had no borrowings under the Working Capital Loans.

Note 6 — Commitments and

1 unchanged sentence

Registration Rights

The holders of the insider shares, Private Placement

The holders of the founder shares, Private Placement

Units (including securities contained therein) and Units (including securities contained therein) that may be issued on conversion

9 unchanged sentences

Underwriting Agreement

The Company will grant the underwriter a 45 -day

The Company had granted the underwriter a 45 -day

option to purchase up to an additional 1,125,000 Units solely to cover over-allotments, if any.

The underwriter will be entitled to a cash underwriting

discount of $ 0.15 per Unit, or $ 1,125,000 (or $ 1,293,750 if the underwriters’ over-allotment is exercised in full) at the closing

The underwriters

had exercised the 1,000,000 Option Units in part on November 19, 2024.

The underwriter was entitled to a cash underwriting

discounts and commissions of $ 0.15 per Unit, or $ 1,275,000 , and paid at the closing of the IPO and the Option Units in

In connection with the IPO, the underwriter was issued an aggregate of 85,000 Class A ordinary shares, or Representative

Shares, with a fair value of $ 92,195 .

Additionally, the underwriter will be entitled

to a cash underwriting discount of $ 0.20 per Unit, or $ 1,500,000 (or $ 1,725,000 if the underwriters’ over-allotment is exercised

in full) at the closing of the initial business combination as deferred underwriting fee and an aggregate of 75,000 Class A ordinary shares

(or up to 86,250 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full) to be issued at the closing

of the initial business combination.

If the Company does not complete its initial business combination within the time period required

by its second amended and restated memorandum and articles of association, the underwriters have agreed that (i) they will forfeit

any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust

account, and (ii) that the deferred underwriters’ discounts and commissions will be included with the funds held in the trust

account that will be available to fund the redemption of our public shares.

to a cash underwriting discounts and commissions of $ 0.20 per Unit, or $ 1,700,000 , at the closing of the initial business combination

as deferred underwriting fee.

If the Company does not complete its initial business combination within the time period required by its

second amended and restated memorandum and articles of association, the underwriters have agreed that (i) they will forfeit any rights

or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account,

and (ii) that the deferred underwriters’ discounts and commissions will be included with the funds held in the trust account

that will be available to fund the redemption of our public shares.

As of March 31, 2025 and December 31, 2024, deferred

underwriting discounts and commissions amounted to $ 1,700,000 payable upon consummation of the Company’s initial business combination.

Note 7 — Shareholder’s

2 unchanged sentences

and preferences as may be determined from time to time by the Company’s board of directors.

As of June 30, 2024, there were no preference

shares issued or outstanding.

As of March 31, 2025 and December 31,

2024, there were no preference shares issued or outstanding.

Class A Ordinary Share — The

Company is authorized to issue 445,000,000 Class A ordinary share with $ 0.0001 par value.

As of June 30, 2024, there were no Class A

ordinary share issued or outstanding.

Ordinary Share — The Company is authorized to issue 50,000,000 Class B ordinary share with $ 0.0001

In April 2024, the Company issued an aggregate of 2,156,250 Insider shares to the Sponsor for an aggregate purchase

price of $ 25,000 , or approximately $ 0.01 per share.

Of the aggregate 2,156,250 Class B ordinary share outstanding, an aggregate

of up to 281,250 shares are subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriter’s

over-allotment option is not exercised in full or in part, so that the initial shareholder will collectively own 20.0 % of the Company’s

issued and outstanding shares of ordinary share after the IPO (without given effect to the sale of the Private Placement Units, the Representative

Shares, and assuming the Company’s insiders do not purchase Units in the IPO).

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

there were 340,000 shares of Class A ordinary share issued or outstanding, excluding 8,500,000

Class A ordinary shares subject to possible redemption .

Class B Ordinary Share — The

Company is authorized to issue 50,000,000 Class B ordinary share with $ 0.0001 par value.

In April 2024, the Company issued an

aggregate of 2,156,250 founder shares to the sponsor for an aggregate purchase price of $ 25,000 , or approximately $ 0.01 per

Of the aggregate 2,156,250 Class B ordinary share outstanding, an aggregate of 31,250 shares were forfeited to the Company

by the sponsor for no consideration to the extent that the underwriter’s over-allotment option was exercised in part, so that the

initial shareholder will collectively own 20.0 % of the Company’s issued and outstanding shares of ordinary share after the IPO (without

given effect to the sale of the Private Placement Units, the Representative Shares, and assuming our insiders do not purchase Units in

On September 11, 2024, the sponsor transferred

8 unchanged sentences

combination, pursuant to its second amended and restated memorandum and articles of association, only holders of Class B ordinary

shares, or insider shares will have the right to vote on the appointment of directors.

shares, or founder shares will have the right to vote on the appointment of directors.

Holders of our Class A ordinary shares will

6 unchanged sentences

The Class B ordinary shares will automatically

convert into Class A ordinary shares at the time of the initial business combination at an one-to-one ratio.

Except in cases where the Company is not the surviving

company in a Business Combination, each holder of a right will automatically receive one-eighth of one Class A ordinary share upon

consummation of the Company’s initial Business Combination.

In the event the Company will not be the surviving company upon completion

of the Company’s initial Business Combination, each right will automatically be converted to receive the kind and amount of securities

or properties of the surviving entity that each one-eighth of one Class A ordinary share underlying each right is entitled to upon

consummation of the Business Combination subject to any dissenter rights under the applicable law.

The Company will not issue fractional

shares in connection with a conversion of rights.

Fractional shares will either be rounded down to the nearest whole share or otherwise

addressed in accordance with the applicable provisions of the Companies Act and any other applicable Cayman Islands law.

you must hold rights in multiples of eight in order to receive shares for all of your Class A ordinary shares underlying the rights

upon closing of a Business Combination.

If the Company are unable to complete an initial Business Combination within the required time

period and the Company redeem the public shares for the funds held in the Trust Account, holders of rights will not receive any of such

funds for their rights and the rights will expire worthless.

The Company shall reserve such amount of its profits or share premium in

order to pay up the par value of each share issuable in respect of the rights.

convert into Class A ordinary shares at the time of the initial business combination at a one-to-one ratio.

31, 2025 and December 31, 2024, there were 8,500,000 Public Rights and 255,000 private rights included in the Private

Placement Units outstanding.

Except in cases where the Company is not the surviving company in an initial business combination,

each holder of a right will automatically receive one-eighth of one Class A ordinary share upon consummation of the Company’s

initial business combination.

In the event the Company will not be the surviving company upon completion of the Company’s initial

business combination, each right will automatically be converted to receive the kind and amount of securities or properties of the surviving

entity that each one-eighth of one Class A ordinary share underlying each right is entitled to upon consummation of the initial business

combination subject to any dissenter rights under the applicable law.

The Company will not issue fractional shares in connection with

a conversion of rights.

Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance

with the applicable provisions of the Companies Act and any other applicable Cayman Islands law.

As a result, you must hold rights in

multiples of eight in order to receive shares for all of your Class A ordinary shares underlying the rights upon closing of an initial

business combination.

If the Company is unable to complete an initial business combination within the required time period and the Company

redeems the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights

and the rights will expire worthless.

The Company shall reserve such amount of its profits or share premium in order to pay up the par

value of each share issuable in respect of the rights.

Note 8 — Segment Information

280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating

segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for

which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or

group, in deciding how to allocate resources and assess performance.

The Company’s

chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results

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

Accordingly, management has

determined that the Company only has one operating segment.

When evaluating the Company’s

performance and making key decisions regarding resource allocation, the CODM reviews the key metric, formation and operating costs and

interest income and dividends earned on investment held in Trust Account which include the accompanying unaudited statement of operations.

The key measures of segment profit

or loss reviewed by our CODM are interest and dividends earned on investment held in Trust Account and formation and operating costs.

The CODM reviews interest and dividends earned on investment held in Trust Account to measure and monitor shareholder 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.

The CODM also specifically reviews

professional service fees in connection with the business combination, which are a significant segment expense as these represent significant

costs affecting the Company’s consummation of the business combination.

However, for the three months ended March 31, 2025 and for

the period from March 22, 2024 (inception) to March 31, 2024, professional service fees in connection with the business combination amounted

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred

after the balance sheet date through the date when these unaudited financial statements were issued.

Based on this review, the Company

did not identify any subsequent events that would require adjustment or disclosure in these unaudited financial statements.

On September 11, 2024, the Sponsor transferred

an aggregate of 160,000 of its Founder Shares, or 100,000 of its Founder Shares and 60,000 of its Founder Shares to Mr.

Garner, the Company’s

Chairman and CEO, and Ms.

Ma, the Company’s CFO, respectively, for their officer services (See Note 5).

On September 17, 2024, the Sponsor and the underwriter

agreed to amend the underwriting terms as follows, (i) an aggregate of 75,000 Class A ordinary shares (or up to 86,250 Class A ordinary

shares if the underwriters’ over-allotment option is exercised in full) to be issued at the closing of the initial Business Combination

and being amended to be issued upon the closing of the IPO, (ii) $ 10.00 per Public Unit of $ 75,000,000 (or $ 86,250,000 if the underwriters’

over-allotment option is exercised in full) from the net proceeds of the sale of the Units in the IPO and the sale of Private Placement

Units to be placed in a Trust Account is being amended to $ 10.025 per Public Unit of $ 75,187,500 (or $ 86,465,625 if the underwriters’

over-allotment option is exercised in full) to be placed in a Trust Account, and (iii) the underwriter agreed to reimburse the Company

$ 187,500 (or $ 215,625 if the underwriters’ over-allotment option is exercised in full) of the offering expenses as part of the transactions.

On October 24, 2024, the effective date of

the registration statement of the IPO, the Sponsor transferred an aggregate of 60,000 of its Founder Shares, or 20,000 each to the

Company’s three independent directors for their board service (See Note 5).

On October 25, 2024, the Company consummated its

IPO of 7,500,000 Units.

Each Unit consists of one Class A ordinary share, $ 0.0001 par value per share, and one right to receive of one-eighth

of one Class A ordinary share upon the completion of the initial Business Combination.

The Units were sold at an offering price of

$ 10.00 per Unit, generating total gross proceeds of $ 75,000,000 .

Subsequent to June 30, 2024, the Sponsor loaned

the Company of $ 150,397 to be used for a portion of the expenses of the IPO.

On October 30, 2024, the Company has repaid the Promissory

Note of $ 273,969 to the Sponsor.

In connection with the IPO, the underwriters were granted an option to

purchase up to 1,125,000 additional Units to cover over-allotments, if any (the “Over-allotment Option”).

On November 19,

2024, the underwriters exercised the Over-allotment Option in part, and purchased 1,000,000 Units (the “Option Units”), generating

gross proceeds of $ 10,000,000 .

Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement

sale of 15,000 Private Units to the Sponsor at a purchase price of $ 10.00 Private Units, generating gross proceeds of $ 150,000 .

also issued additional 10,000 Representative Shares to the underwriters.

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date through the date when these unaudited financial statements were issued.

Based on this review,

the Company did not identify any subsequent events that would require adjustment or disclosure in the unaudited financial statements, other than the event described below.

On May 12, 2025, Sunny Tan Kah Wei, then director and sole shareholder of the Sponsor, entered

into a share purchase agreement with Sovereign Global Trust LLC (“Investor”), a Delaware limited liability company, under

Tan agreed to (x) sell all 100 issued and outstanding ordinary shares of the Sponsor to the Investor, and (y) appoint the Investor

as the new director of the Sponsor on the same day;

in exchange, Mr.

Tan would receive (x) $ 4 million in cash and (y) resign as director

of the Sponsor upon closing (the “Closing”) of the transactions contemplated under the share purchase agreement on May 13,

It is expected that upon Closing, the Investor shall become sole director and shareholder of the Sponsor and shall have exclusive

investment and management authority over the Sponsor.

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