What changed in this filing

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Item 1. Financial Statements

2025-08-04 compared with 2025-05-12 · 188 added, 166 removed, 540 unchanged (40% of the section changed)

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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

Class A ordinary shares subject to possible redemption, 8,500,000 shares at redemption value of $ 10.31 and $ 10.10 per share as of June 30, 2025 and December 31, 2024, respectively

Shareholders' Deficit

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The accompanying notes are an integral part of these unaudited financial

CHARLTON ARIA ACQUISITION

CHARLTON ARIA ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

For The Period From

Three Months Ended

Six Months Ended

(Inception) Through

Formation and operating costs

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Other income:

Interest and dividends earned on cash and investments held in Trust

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

Interest income

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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

1,875,000 (1)

Basic and diluted net income (loss)

per share, non-redeemable Class A and Class B ordinary shares

(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.

On November 19, 2024, the underwriters partially exercised the over-allotment option for an additional 1,000,000 Units, reducing the Class B ordinary shares subject to forfeiture to 31,250.

On December 9, 2024, the remainder of the over-allotment option to purchase 125,000 Units expired and the 31,250 Class B ordinary shares were forfeited, resulting in an aggregated of 2,125,000 Class B ordinary shares issued and outstanding (see Note 5).

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

CHARLTON ARIA ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

2025, FOR THE THREE MONTHS ENDED

JUNE 30, 2024, AND FOR THE PERIOD FROM MARCH 22, 2024 (INCEPTION)

THROUGH JUNE 30, 2024

Ordinary Shares

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( 1,460,795 )

Remeasurement of carrying value to redemption value

Balance as of June 30, 2025

$ ( 1,587,646 )

$ ( 1,587,399 )

Ordinary Shares

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Balance as of March 31, 2024

Insider shares issued to initial shareholder

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.

On November 19, 2024, the underwriters partially exercised the over-allotment option for an additional 1,000,000 Units, reducing the Class B ordinary shares subject to forfeiture to 31,250.

The accompanying notes are an integral part of these unaudited financial

CHARLTON ARIA ACQUISITION

CHARLTON ARIA ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

For The Period From

Six Months Ended

(Inception) Through

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

( 1,803,830 )

Changes in operating assets and liabilities:

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Accounts payable and accrued expenses

Due to related parties

Net Cash Used in Operating Activities

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Supplemental Disclosure of Cash Flow Information:

Offering costs paid via promissory note - related party

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

Remeasurement of carrying value to redemption value

The accompanying notes are

an integral part of these unaudited financial statements.

The accompanying notes are an integral part of these unaudited financial

CHARLTON ARIA ACQUISITION CORPORATION

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

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

As of June 30, 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

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

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is described in Note 4.

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 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 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

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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.

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

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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 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

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

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

to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective

target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination

agreement, reduce the amount of funds in the trust account to below the lesser of (i) $ 10.025 per public share and (ii) the

actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $ 10.025

per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims

by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether

or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering

against certain liabilities, including liabilities under the Securities Act.

However, the Company has not asked the sponsor to reserve

for such indemnification obligations, nor have the Company independently verified whether the Company’s sponsor has sufficient funds

to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the company.

Therefore, it cannot

be assured that that the sponsor would be able to satisfy those obligations.

None of the officers or directors will indemnify the Company

for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

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

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 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 to the Company if and

to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with

which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement,

reduce the amount of funds in the trust account to below the lesser of (i) $ 10.025 per public share and (ii) the actual amount

per public share held in the trust account as of the date of the liquidation of the trust account, if less than $ 10.025 per share due

to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third

party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not

such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against

certain liabilities, including liabilities under the Securities Act.

However, the Company has not asked the sponsor to reserve for such

indemnification obligations, nor have the Company independently verified whether the Company’s sponsor has sufficient funds to satisfy

its indemnity obligations and believe that the Sponsor’s only assets are securities of the company.

Therefore, it cannot be assured

that the sponsor would be able to satisfy those obligations.

None of the officers or directors will indemnify the Company for claims by

third parties including, without limitation, claims by vendors and prospective target businesses.

Going Concern Consideration

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

As of June 30, 2025, the Company had $ 48,631 of

cash and a working capital of $ 112,601 .

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.

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

of this uncertainty.

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

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

Risks and Uncertainties

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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.

June 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025.

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

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The Company has cash of $ 48,631 and $ 447,419

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

as of June 30, 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.

30, 2025 and December 31, 2024, substantially all of the assets of $ 87,673,954 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 period.

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

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

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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.

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 June 30, 2025 and December

31, 2024, $ 0 and $ 197,419 , respectively, were over the FDIC limit.

The Company has not experienced losses on these accounts.

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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,

For the three and six months ended June 30, 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

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

For The Three Months Ended

June 30, 2025

June 30, 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 (loss) per ordinary share

For The Period From

For The Three Months

March 22, 2024

For The Six Months Ended

(Inception) Through

March 31, 2025

March 31, 2024

June 30, 2025

June 30, 2024

Non-Redeemable

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Basic and diluted weighted average shares outstanding

Basic and diluted net income per ordinary share

Basic and diluted net income (loss) per ordinary share

Fair Value of Financial Instruments

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

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.

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.

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

the Company’s assets that are measured at fair value on June 30, 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

June 30, 2025

Cash and investments held in trust account

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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

As of June 30, 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:

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Remeasurement of carrying value to redemption value

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

Class A ordinary shares subject to possible redemption, June 30, 2025

The Company accounts for income taxes under ASC 740

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

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

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

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Founder Shares

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

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

November 19, 2024, the underwriters partially exercised the over-allotment option for an additional 1,000,000 Units, reducing the Class

B ordinary shares subject to forfeiture to 31,250 .

On December 9, 2024, the remainder of the over-allotment option to purchase 125,000

Units expired and the 31,250 founder shares were forfeited, resulting in the insiders collectively owning 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

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

The insiders have agreed not to transfer,

assign 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

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

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

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

Company had compensation expenses payable to Mr.

Will Garner of $ 8,750 .

Will Garner of $ 1,250 and $ 8,750 , respectively.

On May 25, 2024, the Company appointed Ms.

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of $ 5,000 , payable each month.

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

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

Company had compensation expenses payable to Ms.

Yuanmei Ma of $ 5,000 .

Yuanmei Ma of $ 0 and $ 5,000 , respectively.

Promissory Note — Related Party

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proceeds not held in the trust account.

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

As of June 30, 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

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

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 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

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

Company had no borrowings under the Working Capital Loans.

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

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

As of June 30, 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.

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

As of March 31, 2025 and December 31,

As of June 30, 2025 and December 31,

2024, there were no preference shares issued or outstanding.

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

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

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

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

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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.

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

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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

However, for the three and six months ended June 30, 2025,

for the three months ended June 30, 2024 and for the period from March 22, 2024 (inception) through June 30, 2024, professional service

fees in connection with the business combination amounted to $ 0 .

Note 9 — Subsequent Events

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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.

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

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

What changed 10-Q

Item 1. Financial Statements