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Item 1. Financial Statements

2026-08-06 compared with 2026-06-17 · 134 added, 92 removed, 300 unchanged (43% of the section changed)

FINANCIAL STATEMENTS

ARIA ACQUISITION CORPORATION

CHARLTON ARIA ACQUISITION CORPORATION

BALANCE SHEETS

Current Assets

13 unchanged sentences

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 8,500,000 shares at redemption value of $ 10.62 and $ 10.52 per share as of March 31, 2026 and December 31, 2025, respectively 90,231,013 89,444,533

Class A ordinary shares subject to possible redemption, 8,500,000 shares at redemption value of $ 10.81 and $ 10.52 per share as of June 30, 2026 and December 31, 2025, respectively 91,885,042 89,444,533

Shareholders’ Deficit

6 unchanged sentences

Total Liabilities and Shareholders’ Deficit $ 91,941,503 $ 89,457,824

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

ARIA ACQUISITION CORPORATION

OF OPERATIONS

For The Three

March 31, 2026

March 31, 2025

The accompanying notes are an integral part of

these unaudited financial statements.

CHARLTON ARIA ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

Formation and operating costs $ 236,263 $ 127,380 $ 322,872 $ 297,632

9 unchanged sentences

Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares $ 0.05 $ 0.07 $ 0.12 $ 0.14

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

ARIA ACQUISITION CORPORATION

OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

The accompanying notes are an integral part of

these unaudited financial statements.

CHARLTON ARIA ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

2026 AND 2025

Ordinary Shares

4 unchanged sentences

Balance as of March 31, 2026 340,000 34 2,125,000 213 - ( 1,972,072 ) ( 1,971,825 )

Remeasurement of carrying value to redemption value - - - - - ( 804,029 ) ( 804,029 )

Extension fees attributable to Class A ordinary shares subject to redemption - - - - - ( 850,000 ) ( 850,000 )

Net income - - - - - 567,766 567,766

Balance as of June 30, 2026 340,000 $ 34 2,125,000 $ 213 $ - $ ( 3,058,335 ) $ ( 3,058,088 )

Ordinary Shares

4 unchanged sentences

Balance as of March 31, 2025 340,000 $ 34 2,125,000 213 - ( 1,461,042 ) ( 1,460,795 )

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

ARIA ACQUISITION CORPORATION

OF CASH FLOWS

For The Three

March 31, 2026

March 31, 2025

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 )

The accompanying notes are an integral part of

these unaudited financial statements.

CHARLTON ARIA ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

Net income $ 1,267,638 $ 1,509,281

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

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

Interest and dividends earned on cash and investments held in Trust Account ( 1,590,509 ) ( 1,803,830 )

4 unchanged sentences

Net Cash Used in Operating Activities ( 282,618 ) ( 398,788 )

Cash Flows from Investing Activities:

Extension fee deposited into Trust Account ( 850,000 ) -

Net Cash Used in Investing Activities ( 850,000 ) -

Cash Flows from Financing Activities:

6 unchanged sentences

Remeasurement of carrying value to redemption value $ 1,590,509 $ 1,803,830

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

ARIA ACQUISITION CORPORATION

Extension fees attributable to Class A ordinary shares subject to redemption

The accompanying notes are an integral part of

these unaudited financial statements.

CHARLTON ARIA ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

4 unchanged sentences

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

As of March 31, 2026, the Company had not commenced any operations.

For the period from March 22, 2024 (inception) through March 31, 2026, 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.

As of June 30, 2026, the Company had not commenced any operations.

For the period from March 22, 2024 (inception) through June 30, 2026, the Company’s efforts have been limited to organizational activities as well as activities related to the initial public offering (the “IPO”) and the search for a target for a business combination.

The Company will not generate any operating revenues until after the completion of an initial business combination, at the earliest.

5 unchanged sentences

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.

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

2 unchanged sentences

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 .

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 per Private Unit, generating gross proceeds of $ 150,000 .

The Company also issued an additional 10,000 Representative Shares to the Representative.

1 unchanged sentence

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).

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 giving 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.

9 unchanged sentences

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.

Except with respect to dividend 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 Combination Deadline, 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.

4 unchanged sentences

On April 24, 2026, the sponsor deposited $850,000 into the trust account, as a result of which, the Company has until July 25, 2026 to complete its initial business combination.

On August 3, 2026, the sponsor deposited $ 850,000 into the trust account, as a result of which, the Company has until October 25, 2026 to complete its initial business combination.

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.

The ordinary shares subject to redemption accreted 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.

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 (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.

However, the Company has not asked the sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Company’s sponsor has sufficient funds to satisfy its indemnity obligations and believes 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.

1 unchanged sentence

Going Concern Consideration

As of March 31, 2026, the Company had $ 4,597 of cash and a working capital deficit of $ 271,825 .

As of June 30, 2026, the Company had $ 7,194 of cash and a working capital deficit of $ 1,358,088 .

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.

1 unchanged sentence

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 July 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.

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

As a result, management has determined that such additional condition also raises 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.

8 unchanged sentences

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 March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026.

Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026.

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, 2025, filed with the Securities and Exchange Commission on May 28, 2026.

9 unchanged sentences

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 $ 4,597 and $ 5,135 as of March 31, 2026 and December 31, 2025, respectively.

The Company has cash of $ 7,194 and $ 5,135 as of June 30, 2026 and December 31, 2025, respectively.

Cash and Investments Held in Trust Account

As of March 31, 2026 and December 31, 2025, substantially all of the assets of $ 90,231,013 and $ 89,444,533 held in the trust account, which are invested primarily in money market funds.

As of June 30, 2026 and December 31, 2025, substantially all of the assets of $ 91,885,042 and $ 89,444,533 held in the trust account were 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.

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

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

3 unchanged sentences

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage (“FDIC”) of $ 250,000 .

As of March 31, 2026 and December 31, 2025, $ 0 was over the FDIC limit.

As of June 30, 2026 and December 31, 2025, $ 0 was over the FDIC limit.

The Company has not experienced losses on these accounts.

3 unchanged sentences

Remeasurement of carrying value to redemption value of redeemable ordinary shares is excluded from income per share as the redemption value approximates fair value.

For the three months ended March 31, 2026, 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.

For the three and six months ended June 30, 2026 and 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 per share is the same as basic income per share for the periods presented.

For The Three Months Ended For The Three Months Ended

March 31, 2026 March 31, 2025

Redeemable Non-Redeemable Redeemable Non-Redeemable

June 30, 2026 June 30, 2025

Redeemable Non-

Redeemable Redeemable Non-

Class A Class A and

7 unchanged sentences

Basic and diluted net income per ordinary share $ 0.05 $ 0.05 $ 0.07 $ 0.07

For The Six Months Ended For The Six Months Ended

June 30, 2026 June 30, 2025

Redeemable Non-

Redeemable Redeemable Non-

Class A Class A and

Class B Class A Class A and

Ordinary Ordinary Ordinary Ordinary

Shares Shares Shares Shares

Basic and diluted net income per ordinary share:

Allocation of net income $ 982,665 284,973 $ 1,169,985 $ 339,296

Denominators:

Basic and diluted weighted average shares outstanding 8,500,000 2,465,000 8,500,000 2,465,000

Basic and diluted net income per ordinary share $ 0.12 0.12 $ 0.14 $ 0.14

Fair Value of Financial Instruments

9 unchanged sentences

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

The following table presents information about the Company’s assets that are measured at fair value on March 31, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

March 31, 2026 Carrying

The following table presents information about the Company’s assets that are measured at fair value on June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

June 30, 2026 Carrying

(Level 1) Significant

12 unchanged sentences

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.

Conditionally redeemable ordinary shares (including ordinary shares that feature 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.

3 unchanged sentences

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.

As of March 31, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

As of June 30, 2026 and December 31, 2025, 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, December 31, 2024 $ 85,870,124

2 unchanged sentences

Remeasurement of carrying value to redemption value 1,590,509

Class A ordinary shares subject to possible redemption, March 31, 2026 $ 90,231,013

Additional amount deposited into trust for extensions 850,000

Class A ordinary shares subject to possible redemption, June 30, 2026 $ 91,885,042

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).

6 unchanged sentences

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 March 31, 2026 and December 31, 2025.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026 and December 31, 2025.

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.

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

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

5 unchanged sentences

Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the unaudited financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

9 unchanged sentences

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).

Each Private Placement Unit is 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

2 unchanged sentences

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 shares.

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 the IPO (without given effect to the sale of the Private Placement Units, the Representative Shares, and our insiders did not partially purchase the Units in the IPO).

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 the IPO (without giving 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.

1 unchanged sentence

Yuanmei Ma, the Company’s former 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 transfer of the 160,000 founder shares is 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 .

1 unchanged sentence

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 transfer of the 60,000 founder shares is 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 Private Placement shares are identical to the Class A ordinary shares included in the Units sold in the IPO.

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 the IPO) 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 does 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 the IPO) 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.

3 unchanged sentences

Will Garner as Chairman, Chief Executive Officer (“former 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.

During his term as Chairman and CEO, he received monthly cash compensation of $ 7,500 , payable each month.

On February 2, 2026, Mr.

Will Garner resigned all the positions he held at the Company.

As of March 31, 2026 and December 31, 2025, the Company had compensation expenses payable to Mr.

As of June 30, 2026 and December 31, 2025, the Company had compensation expenses payable to Mr.

Will Garner of $ 46,250 and $ 38,750 , respectively.

Following his resignation, the balance of $ 46,250 as of March 31, 2026 was reclassified from amounts due to a related party to accrued expenses, as Mr.

Following his resignation, the balance of $ 46,250 as of June 30, 2026 was reclassified from amounts due to a related party to accrued expenses, as Mr.

Garner is no longer considered a related party.

1 unchanged sentence

Yuanmei Ma as Chief Financial Officer (“former CFO”), in addition to her current position as a member of the board of the directors.

During her term as CFO 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.

During her term as CFO and a member of board of directors of the Company, she will receive monthly cash compensation of $ 5,000 , payable each month.

On March 24, 2026, Ms.

Yuanmei Ma resigned all the positions she held at the Company.

As of March 31, 2026 and December 31, 2025, the Company had compensation expenses payable to Ms.

As of June 30, 2026 and December 31, 2025, the Company had compensation expenses payable to Ms.

Yuanmei Ma of $ 38,710 and $ 25,000 , respectively.

Following her resignation, the balance of $ 38,710 as of March 31, 2026 was reclassified from amounts due to a related party to accrued expenses, as Ms.

Following her resignation, the balance of $ 38,710 as of June 30, 2026 was reclassified from amounts due to a related party to accrued expenses, as Ms.

Ma is no longer considered a related party.

3 unchanged sentences

Jung Min Lee as the acting Chief Financial Officer of the Company until a new full time Chief Financial Officer is appointed.

During his term as CEO and a member of board of directors of the Company, he will receive annual cash compensation in the amount of $ 7,500 , payable each month.

As of March 31, 2026, the Company had compensation expenses payable to Mr.

During his term as CEO and a member of board of directors of the Company, he will receive monthly cash compensation of $ 7,500 , payable each month.

As of June 30, 2026, the Company had compensation expenses payable to Mr.

Jung Min Lee of $ 23,710 .

3 unchanged sentences

The Promissory Note was repaid upon the closing of the IPO out of the offering proceeds not held in the trust account.

As of March 31, 2026 and December 31, 2025, the Company had Promissory Note of $ 0 .

As of June 30, 2026 and December 31, 2025, the Company had no amounts outstanding under the Promissory Note.

Following the completion of the IPO, the Promissory Note was no longer available and replaced with the Working Capital Loans (as defined below).

5 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, the Company had $ 142,881 and $ 100,881 borrowings under the Working Capital Loans from the sponsor, respectively.

On April 17, 2026, the sponsor agreed to loan the Company up to $ 500,000 to meet the Company’s working capital needs.

The loan was evidenced by a promissory note that was non-interest bearing and unsecured, and it was to be paid upon the earlier of (1) the date on which the Company consummates a business combination or merger with a qualified target company, and (2) the date of the liquidation of the Company.

The sponsor has the right, but not the obligation, to convert this loan, in whole or in part, into Private Placement Units of the Company, each consisting of one Class A ordinary share, one right to receive one-eighth of one Class A ordinary share.

The number of Private Placement Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the sponsor by (y) $ 10.00 .

On April 24, 2026, the sponsor deposited $ 850,000 into the trust account, as a result of which, the Company has until July 25, 2026 to complete its initial business combination.

The $ 850,000 loan from sponsor to extend the Company’s business combination date was evidenced by a promissory note with terms consistent with those of Working Capital Loans for working capital needs.

As of June 30, 2026 and December 31, 2025, the Company had borrowings under the Working Capital Loans from the sponsor of $ 1,235,558 , which included $ 850,000 for extension of its life and $ 385,558 for working capital needs, and $ 100,881 , which was for working capital needs, respectively.

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 the founder shares and Private Placement Units, including any Working Capital Units issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed on October 24, 2024 by and among the Company and the insiders.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities.

3 unchanged sentences

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.

The underwriters exercised the over-allotment option in part and purchased 1,000,000 Option Units on November 19, 2024.

The underwriter was entitled to 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 .

The Representative Shares were valued using a market approach based on the quoted trading price of Class A ordinary shares of $ 9.96 per share, adjusted for the probability of a business combination between a Special Purpose Acquisition Company and a private operating company of 11.0 % and a discount for lack of marketability of 1.0 %.

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.

Additionally, the underwriter will be entitled to cash underwriting discounts and commissions of $ 0.20 per Unit, or $ 1,700,000 , at the closing of the initial business combination as deferred underwriting fee.

If the Company does not complete its initial business combination within the time period required by its second amended and restated memorandum and articles of association, the underwriters have agreed that (i) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account, and (ii) that the deferred underwriters’ discounts and commissions will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.

As of March 31, 2026 and December 31, 2025, deferred underwriting discounts and commissions amounted to $ 1,700,000 payable upon consummation of the Company’s initial business combination.

As of June 30, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

As of June 30, 2026 and December 31, 2025, there were no preference shares issued and 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 March 31, 2026 and December 31, 2025, 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.

As of June 30, 2026 and December 31, 2025, there were 340,000 Class A ordinary shares issued and 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 $ 0.0116 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 March 31, 2026 and December 31, 2025, there were 2,125,000 shares of Class B ordinary share issued or outstanding.

Of the aggregate 2,156,250 Class B ordinary shares 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 shareholders will collectively own 20.0 % of the Company’s issued and outstanding shares of ordinary share after the IPO (without giving 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 June 30, 2026 and December 31, 2025, there were 2,125,000 Class B ordinary shares issued and outstanding.

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.

5 unchanged sentences

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 Cass B ordinary shares issued and outstanding.

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.

As of March 31, 2026 and December 31, 2025, there were 8,500,000 Public Rights and 255,000 private rights included in the Private Placement Units (“Private Rights”) outstanding.

As of June 30, 2026 and December 31, 2025, there were 8,500,000 Public Rights and 255,000 private rights included in the Private Placement Units (“Private Rights”) 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.

2 unchanged sentences

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, holders must hold rights in multiples of eight in order to receive shares for all of their Class A ordinary shares underlying the rights upon closing of an initial business combination.

As a result, holders must hold rights in multiples of eight in order to receive shares for all of their 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.

1 unchanged sentence

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.

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements 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.

1 unchanged sentence

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 cash and investment held in Trust Account which include the accompanying statement of operations.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews the key metric, which include the following:

Three Months For the

Six Months For the

Ended Ended Ended Ended

June 30, June 30, June 30, June 30,

2026 2025 2026 2025

Professional fees incurred in connection with potential business combination $ ( 50,000 ) $ - $ ( 50,000 ) $ -

Other formation and operating costs ( 186,263 ) ( 127,380 ) ( 272,872 ) ( 297,632 )

Interest and dividend income on cash and investments held in Trust Account and interest income 804,029 905,404 1,590,510 1,806,913

Net income $ 567,766 $ 778,024 $ 1,267,638 $ 1,509,281

The key measures of segment profit or loss reviewed by our CODM are interest and dividends earned on cash and investment held in Trust Account and formation and operating costs.

2 unchanged sentences

The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

The CODM also specifically reviews professional service fees in connection with the business combination, which are a significant segment expense as these represent significant costs affecting the Company’s consummation of the business combination.

However, for the three months ended March 31, 2026 and 2025, professional service fees in connection with the business combination amounted to $ 0 .

Note 9 — Subsequent Events

1 unchanged sentence

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

On April 17, 2026, the sponsor agreed to loan the Company up to $ 500,000 (“Working Capital Loan 1”) to meet the Company’s working capital needs.

As of the date when these unaudited financial statements were issued, the Company borrowed approximately $ 0.3 million under the working capital loan.

On April 24, 2026, the sponsor deposited $ 850,000 into the trust account, as a result of which, the Company has until July 25, 2026 to complete its initial business combination.

The $ 850,000 loan from sponsor to extend the Company’s business combination date (“Working Capital Loan 2”) was evidenced by a promissory note with terms consistent with those of Working Capital Loan 1.

On July 24, 2026, the Company’s Board of Directors approved and ratified:

(i) the appointment of Mr.

Paul Strickland as the Company’s Chief Financial Officer and a director of the Company, effective July 22, 2026, with monthly cash compensation of $ 5,000 , (ii) the appointment of Mr.

Kyoung Tak Kim as an independent director of the Company and a member of the Board’s audit committee, effective July 22, 2026, and (iii) the appointment of Mr.

Wang Jo Cha as an independent director of the Company and a member of the Board’s compensation committee, effective July 22, 2026.

Accordingly, Mr.

Jung Min Lee ceased to serve as the acting Chief Financial Officer of the Company, effective July 22, 2026.

On August 3 , 2026, the sponsor deposited $ 850,000 into the trust account, as a result of which, the Company has until October 25, 2026 to complete its initial business combination.

As of the date when these unaudited financial statements were issued, the Company borrowed approximately $ 2.2 million under the Working Capital Loans.

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