Charlton Aria Acquisition Corp 10-Q

ITEM 1. FINANCIAL STATEMENTS CHARLTON ARIA ACQUISITION CORPORATION BALANCE SHEETS (Unaudited) June 30, December 31, 2025 2024 Assets Current Assets Cash $ 48,631 $ 447,419 Prepaid expenses 69,912 9,365 Total Current Assets 118,543 456,784 Cash and investments held in Trust Account 87,673,954 85,870,124 Total Assets $ 87,792,497 $ 86,326,908 Liabilities and Shareholders' Deficit Current Liabilities Accounts payable and accrued expenses $ 4,692 $ 35,884 Due to related parties 1,250 13,750 Total Current Liabilities 5,942 49,634 Deferred underwriting commission payable 1,700,000 1,700,000 Total Liabilities 1,705,942 1,749,634 Commitments and Contingencies 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 87,673,954 85,870,124 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, 340,000 shares issued and outstanding (excluding 8,500,000 shares subject to possible redemption) 34 34 Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,125,000 shares issued and outstanding 213 213 Additional paid-in capital - - Accumulated deficit ( 1,587,646 ) ( 1,293,097 ) Total Shareholders' Deficit ( 1,587,399 ) ( 1,292,850 ) Total Liabilities and Shareholders' Deficit $ 87,792,497 $ 86,326,908 The accompanying notes are an integral part of these unaudited financial statements. 1 CHARLTON ARIA ACQUISITION CORPORATION STATEMENTS OF OPERATIONS (Unaudited) For The Three Months Ended June 30, 2025 For The Three Months Ended June 30, 2024 For The Six Months Ended June 30, 2025 For The Period From March 22, 2024 (Inception) Through June 30, 2024 Formation and operating costs $ 127,380 $ 15,833 $ 297,632 $ 15,853 Loss from operations ( 127,380 ) ( 15,833 ) ( 297,632 ) ( 15,853 ) Other income: Interest and dividends earned on cash and investments held in Trust Account 904,628 - 1,803,830 - Interest income 776 - 3,083 - Total other income 905,404 - 1,806,913 - Net income (loss) $ 778,024 $ ( 15,833 ) $ 1,509,281 $ ( 15,853 ) Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 8,500,000 - 8,500,000 - Basic and diluted income per share, Class A ordinary shares subject to possible redemption $ 0.07 $ - $ 0.14 $ - Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares 2,465,000 1,875,000 (1) 2,465,000 1,875,000 (1) Basic and diluted net income (loss) per share, non-redeemable Class A and Class B ordinary shares $ 0.07 $ ( 0.01 ) $ 0.14 $ ( 0.01 ) (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 statements. 2 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 (Unaudited) Ordinary Shares Additional Total Class A Class B Paid-in Accumulated Shareholders' Shares Amount Shares Amount Capital Deficit Deficit Balance as of December 31, 2024 340,000 $ 34 2,125,000 $ 213 $ - $ ( 1,293,097 ) $ ( 1,292,850 ) Remeasurement of carrying value to redemption value - - - - - ( 899,202 ) ( 899,202 ) Net income - - - - - 731,257 731,257 Balance as of March 31, 2025 340,000 34 2,125,000 213 - ( 1,461,042 ) ( 1,460,795 ) Remeasurement of carrying value to redemption value - - - - - ( 904,628 ) ( 904,628 ) Net income - - - - - 778,024 778,024 Balance as of June 30, 2025 340,000 $ 34 2,125,000 $ 213 $ - $ ( 1,587,646 ) $ ( 1,587,399 ) Ordinary Shares Additional Total Class A Class B Paid-in Accumulated Shareholders' Shares Amount Shares (1) Amount Capital Deficit Equity Balance as of March 22, 2024 (Inception) - $ - - $ - $ - $ - $ - Net loss - - - - - ( 20 ) ( 20 ) Balance as of March 31, 2024 - - - - - ( 20 ) ( 20 ) Insider shares issued to initial shareholder - - 2,156,250 216 24,784 - 25,000 Net loss - - - - - ( 15,833 ) ( 15,833 ) Balance as of June 30, 2024 - $ - 2,156,250 $ 216 $ 24,784 $ ( 15,853 ) $ 9,147 (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. 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 statements. 3 CHARLTON ARIA ACQUISITION CORPORATION STATEMENTS OF CASH FLOWS (Unaudited) For The Period From For The March 22, 2024 Six Months Ended (Inception) Through Cash Flows from Operating Activities: June 30, 2025 June 30, 2024 Net income (loss) $ 1,509,281 $ ( 15,853 ) Adjustments to reconcile net income (loss) to net cash used in operating activities Formation and operating cost paid by the Sponsor - 12,103 Interest and dividends earned on cash and investments held in Trust Account ( 1,803,830 ) - Changes in operating assets and liabilities: Prepaid expenses ( 60,547 ) - Accounts payable and accrued expenses ( 31,192 ) - Due to related parties ( 12,500 ) 3,750 Net Cash Used in Operating Activities ( 398,788 ) - Net Change in Cash ( 398,788 ) - Cash, beginning of period 447,419 - Cash, end of period $ 48,631 $ - Supplemental Disclosure of Cash Flow Information: Prepaid expenses paid via promissory note - related party $ - $ 42,500 Deferred offering costs included in accrued offering costs $ - $ 7,586 Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares $ - $ 25,000 Deferred offering costs paid via promissory note - related party $ - $ 68,969 Remeasurement of carrying value to redemption value $ 1,803,830 $ - The accompanying notes are an integral part of these unaudited financial statements. 4 CHARLTON ARIA ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — Organization, Business Operation and Going Concern Consideration Charlton Aria Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March 22, 2024 as an exempted company with limited liability. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization 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 June 30, 2025, the Company had not commenced any operations. 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 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 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 Sponsor II Limited, a Cayman Islands exempted company (the “sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through IPO and the Private Placement. On October 25, 2024, the Company consummated its initial public offering (the “IPO”) of 7,500,000 units (“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 . Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 240,000 units (the “Private Placement Units”) to the sponsor, at a price of $ 10.00 per Private Placement Unit, generating total proceeds of $ 2,400,000 , which 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 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 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. 5 In conjunction with the IPO, the Company issued to the underwriter 85,000 Class A ordinary shares for no consideration (the “Representative Shares”). The fair value of the Representative Shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”) is included in the offering costs. The estimated fair value of the Representative Shares in connection with the IPO and the offering of the Option Units totaled $ 92,195 . The Company’s initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the value of the trust account (excluding any deferred underwriters’ fees and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. The Company will complete its initial business combination only if the post-transaction company in which its public shareholders own shares will own or acquire 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. 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 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 U.S. 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 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 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 offer. The ordinary shares subject to redemption accredited to the redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standard Board’s (FASB) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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. 6 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). 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 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. 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 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. 7 Note 2 — Significant accounting policies 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 June 30, 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 The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 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 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 $ 48,631 and $ 447,419 as of June 30, 2025 and December 31, 2024, respectively. 8 Cash and Investments Held in Trust Account As of June 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 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 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 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. 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 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. Net Income (Loss) Per Share The Company 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 fair value. 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 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. 9 For The Three Months Ended For The Three Months Ended June 30, 2025 June 30, 2024 Redeemable Non-Redeemable Redeemable Non-Redeemable Class A Class A and Class B Class A Class A and Class B Ordinary Ordinary Ordinary Ordinary Shares Shares Shares Shares Basic and diluted net income (loss) per ordinary share: Numerators: Allocation of net income (loss) $ 603,119 $ 174,905 $ - $ ( 15,833 ) Denominators: Basic and diluted weighted average shares outstanding 8,500,000 2,465,000 - 1,875,000 Basic and diluted net income (loss) per ordinary share $ 0.07 $ 0.07 $   - $ ( 0.01 ) For The Period From March 22, 2024 For The Six Months Ended (Inception) Through June 30, 2025 June 30, 2024 Redeemable Non-Redeemable Redeemable Non-Redeemable Class A Class A and Class B Class A Class A and Class B Ordinary Ordinary Ordinary Ordinary Shares Shares Shares Shares Basic and diluted net income (loss) per ordinary share: Numerators: Allocation of net income (loss) $ 1,169,985 $ 339,296 $   - $ ( 15,853 ) Denominators: Basic and diluted weighted average shares outstanding 8,500,000 2,465,000 - 1,875,000 Basic and diluted net income (loss) per ordinary share $ 0.14 $ 0.14 $   - $ ( 0.01 ) 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 a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or 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. 10 The following table presents information about 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. June 30, 2025 Carrying Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash and investments held in trust account $ 87,673,954 $ 87,673,954 $ - $ - Total $ 87,673,954 $ 87,673,954 $ - $ - December 31, 2024 Carrying Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash and investments held in trust account $ 85,870,124 $ 85,870,124 $ - $ - Total $ 85,870,124 $ 85,870,124 $ - $ - 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 redemption 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” (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’ 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. 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. The Company 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. 11 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: Class A ordinary shares subject to possible redemption, March 22, 2024 (Inception) $ - Gross Proceeds 85,000,000 Less: Proceeds allocated to Public Rights ( 1,152,422 ) Proceeds allocated to over-allotment option ( 197,896 ) Redeemable Class A ordinary shares issuance cost ( 3,350,023 ) Plus: Initial measurement of carrying value to redemption value 4,912,841 Remeasurement of carrying value to redemption value 657,624 Class A ordinary shares subject to possible redemption, December 31, 2024 85,870,124 Plus: Remeasurement of carrying value to redemption value 1,803,830 Class A ordinary shares subject to possible redemption, June 30, 2025 $ 87,673,954 Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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 Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Recent Accounting Pronouncements 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 statements. 12 Note 3 — Initial Public Offering On October 25, 2024, the Company sold 7,500,000 Units in its IPO. 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 an initial business combination. Note 4 — Private Placement Simultaneously 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 Transactions 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. 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 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 a securities transfer agreement, pursuant to which the sponsor transferred 100,000 founder shares and 60,000 founder shares to Mr. Will Garner, the Company’s Chairman and CEO, and Ms. Yuanmei Ma, the Company’s CFO, respectively, for a total consideration of $ 1,855 , or approximately $ 0.0116 per share. The fair value of the transfer of the 160,000 founder shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”). The estimated fair value of the 160,000 founder shares totaled $ 187,200 . On September 11, 2024, the Company recognized a share-based compensation expense of $ 185,345 , net of the nominal cash consideration of $ 1,855 paid by the officers. 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 its three independent directors for their board service, for nominal cash consideration, of $ 696 . The fair value of the transfer of the 60,000 founder shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”). The estimated fair value of the 60,000 founder shares totaled $ 65,046 . On October 24, 2024, the Company recognized a share-based compensation expense of $ 64,350 , net of the nominal cash consideration of $ 696 paid by the directors. The Private Placement shares are identical to the Class A ordinary shares included in the Units being sold in this offering. However, the Company’s insiders have agreed, 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 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 which the closing price of the Company’s ordinary shares equals or exceeds $ 12.50 per share (as adjusted for share subdivisions, 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 founder shares, six months after the date of the consummation of the Company’s initial business combination, or earlier, in either case, if, subsequent to the Company’s initial business combination, the Company consummate a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. 13 The Private Placement Units (including the underlying securities) will not be transferable, assignable or saleable until the completion of the Company’s initial business combination (except to certain permitted transferees). Due to related parties On June 14, 2024, the Company appointed Mr. Will Garner as Chairman, Chief Executive Officer (“CEO”) and a member of board of directors of the Company. During his Term as a Chairman and CEO, he will receive annual cash compensation in the amount of $ 7,500 , payable each month. As of June 30, 2025 and December 31, 2024, the Company had compensation expenses payable to Mr. Will Garner of $ 1,250 and $ 8,750 , respectively. On May 25, 2024, the Company appointed Ms. Yuanmei Ma as Chief Financial Officer, in addition to her current position as a member of the board of the directors. During her Term as Chief Financial Officer and a member of board of directors of the Company, she will receive annual cash compensation in the amount of $ 5,000 , payable each month. As of June 30, 2025 and December 31, 2024, the Company had compensation expenses payable to Ms. Yuanmei Ma of $ 0 and $ 5,000 , respectively. Promissory Note — Related Party 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 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 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 available. As of June 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans. Note 6 — Commitments and Contingencies Registration Rights 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 of working capital loans or extension loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 14 Underwriting Agreement 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 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 part . 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 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 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. Note 7 — Shareholder’s Equity Preference Share — The Company is authorized to issue 5,000,000 shares of preference share, $ 0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 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, 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 share. 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 the IPO). 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 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). Prior to the Company’s initial business combination, pursuant to its second amended and restated memorandum and articles of association, only holders of Class B ordinary shares, or founder shares will have the right to vote on the appointment of directors. Holders of our Class A ordinary shares will not be entitled to vote on the appointment of directors as long as the Company has Class B ordinary shares issued and outstanding. In addition, prior to its initial business combination, only holders of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason. Accordingly, holders of Class A ordinary shares may not have any say in selecting management of the Company prior to the consummation of an initial business combination as long as the Company has class B ordinary shares issued and outstanding. 15 The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial business combination at a one-to-one ratio. Rights As of June 30, 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 ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s chief 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. Formation and operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. 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 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 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. 16