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Item 1. Financial Statements

2025-11-12 compared with 2025-08-04 · 230 added, 185 removed, 543 unchanged (43% of the section changed)

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BALANCE SHEETS

September 30,

Current Assets

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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

Class A ordinary shares subject to possible redemption, 8,500,000 shares at redemption value of $ 10.42 and $ 10.10 per share as of September 30, 2025 and December 31, 2024, respectively

Shareholders’ Deficit

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Total Liabilities and Shareholders’ Deficit

The accompanying notes are an integral part of these unaudited financial

The accompanying notes are an integral part of

these unaudited financial statements.

CHARLTON ARIA ACQUISITION CORPORATION

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Three Months Ended

September 30, 2025

Three Months Ended

Six Months Ended

(Inception) Through

September 30, 2024

Nine Months Ended

September 30, 2025

Period From March 22, 2024 (Inception) Through

September 30, 2024

Formation and operating costs

Stock-based compensation expense

Loss from operations

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Net income (loss)

$ ( 315,671 )

$ ( 331,524 )

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

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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

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 statements.

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

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2025, FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024, AND FOR THE PERIOD FROM MARCH 22, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

Ordinary Shares

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( 1,587,399 )

Remeasurement of carrying value to redemption value

Balance as of September 30, 2025

$ ( 1,696,629 )

$ ( 1,696,382 )

Ordinary Shares

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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

Stock-based compensation expense

Balance as of September 30, 2024

$ ( 331,524 )

$ ( 121,179 )

(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.

CHARLTON ARIA ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

Six Months Ended

For The Nine Months Ended

September 30, 2025

For The Period From March 22,

2024 (Inception) Through

September 30,

Cash Flows from Operating Activities:

Net income (loss)

$ ( 331,524 )

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

Formation and operating cost paid by the Sponsor

Stock-based compensation expense

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

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Remeasurement of carrying value to redemption value

The accompanying notes are an integral part of these unaudited financial

The accompanying notes are an integral part of

these unaudited financial statements.

CHARLTON ARIA ACQUISITION CORPORATION

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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).

As of September 30, 2025, the Company had not

commenced any operations.

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

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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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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.

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 .

As of September 30, 2025, the Company had $ 10,775

of cash and a working capital of $ 3,618 .

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

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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.

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.

September 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

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The Company has cash of $ 10,775 and $ 447,419

as of June 30, 2025 and December 31, 2024, respectively.

as of September 30, 2025 and December 31, 2024, respectively.

Cash and Investments Held in Trust Account

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.

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

substantially all of the assets of $ 88,589,926 and $ 85,870,124 held in the trust account, which are invested primarily in money market

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 .

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

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Concentration of Credit Risk

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.

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 September 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

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

Net income (loss) per ordinary share is computed

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

Remeasurement of carrying

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

For the three 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.

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 nine months

ended September 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.

For The Three Months Ended

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

Non-Redeemable

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Allocation of net income (loss)

$ ( 315,671 )

Denominators:

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March 22, 2024

For The Six Months Ended

For The Nine Months Ended

(Inception) Through

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

Non-Redeemable

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Allocation of net income (loss)

$ ( 331,524 )

Denominators:

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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.

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.

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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

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

September 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 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:

As of September 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)

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Remeasurement of carrying value to redemption value

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

Class A ordinary shares subject to possible redemption, September 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 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.

and penalties as of September 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

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Related 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.

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

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

Note 3 — Initial Public Offering

Initial Public Offering

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

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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).

Simultaneously with the closing of the IPO and

the Option Units in part, the 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

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.

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 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

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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 June 30, 2025 and December 31, 2024, the

Company had compensation expenses payable to Mr.

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

the Company had compensation expenses payable to Mr.

Will Garner of $ 16,250 and $ 8,750 , respectively.

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of $ 5,000 , payable each month.

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

Company had compensation expenses payable to Ms.

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

the Company had compensation expenses payable to Ms.

Yuanmei Ma of $ 10,000 and $ 5,000 , respectively.

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proceeds not held in the trust account.

As of June 30, 2025 and December 31, 2024, the Company had Promissory Note of $ 0 .

As of September 30, 2025 and December 31, 2024, the Company had Promissory Note of $ 0 .

Working Capital Loans

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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.

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

the Company had no borrowings under the Working Capital Loans.

Note 6 — Commitments and

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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 underwriters had exercised

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

The underwriter was entitled to a cash underwriting

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

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

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

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

Additionally, the underwriter will be entitled

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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.

As of September 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

Note 7 — Shareholder’s

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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,

As of September 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 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

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

As of September 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).

As of September 30, 2025 and December 31, 2024, there were 2,125,000

shares of Class B ordinary share issued or outstanding.

On September 11, 2024, the sponsor transferred

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

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.

As of September 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.

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.

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

Note 8 — Segment Information

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

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

Operating segments are defined as components of an enterprise for

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

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

The Company’s

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

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

Accordingly, management has

determined that the Company only has one operating segment.

When evaluating

the Company’s performance and making key decisions regarding resource allocation, the CODM reviews the key metric, formation and

operating costs and interest income and dividends earned on investment held in Trust Account which include the accompanying unaudited

statement of operations.

The key measures of segment profit

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

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

the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

and operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete

a business combination within the business combination period.

The CODM also reviews formation and operating costs to manage, maintain

and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

The CODM also specifically reviews

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

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

However, for the three 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 .

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 nine months ended September 30, 2025, for the three months ended

September 30, 2024 and for the period from March 22, 2024 (inception) through September 30, 2024, professional service fees in connection

with the business combination amounted to $ 0 .

Note 9 — Subsequent Events

4 unchanged sentences

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