What changed in this filing

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Item 1. Financial Statements

2025-08-15 compared with 2025-07-07 · 452 added, 345 removed, 316 unchanged (72% of the section changed)

4 unchanged sentences

Prepaid expenses

Prepaid expenses - related parties

Total Current Assets

Non-current Assets

Deferred offering costs

Liabilities and Shareholders’ Deficit

Investments held in Trust Account

Liabilities and Shareholder’s Deficit

Current Liabilities

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Total Current Liabilities

Deferred underwriting commission payable

Total Liabilities

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 7,475,000 shares at redemption value of $ 10.08 per share as of June 30, 2025 and none for December 31, 2024

Shareholders’ Deficit:

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

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

Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,170,161 shares issued and outstanding (1)(2)

Class A ordinary shares, $ 0.0001 par value, 445,000,000 shares authorized, 1,142,125 shares (excluding 7,475,000 shares subject to possible redemption) and none issued and outstanding as of June 30, 2025 and none for December 31, 2024, respectively

Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 1,370,161 and 2,170,161 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

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Accumulated deficit

( 1,405,352 )

Total Shareholders’ Deficit

( 1,405,101 )

Total Liabilities and Shareholders’ Deficit

number includes 283,064 Class B ordinary shares outstanding as the over-allotment option was exercised in full on May 29, 2025 (see Note

retroactive effect to forfeiture of 4,507,258 shares issue to the Sponsor at par value on April 30, 2025.

The accompanying notes are an integral part of

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CHAMPIONSGATE ACQUISITION CORPORATION

STATEMENT OF OPERATIONS

(Inception) to

STATEMENTS OF OPERATIONS

Formation and operating costs

Stock compensation expense

Loss from operations

Interest and dividend income on investments held in Trust Account

Total other income

$ ( 187,383 )

Basic and diluted weighted average Class B ordinary shares outstanding (1)(2)

Basic and diluted net loss per Class B ordinary share

(1) Excludes up to 283,064 of the Class B ordinary shares that were subject to surrender by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised (see Note 5).

On May 29, 2025, the Company consummated the Initial Public Offering of 7,475,000 units at $10.00 per unit, which includes the full exercise of the underwriter’s over-allotment option, therefore the 283,064 Class B ordinary shares are no longer subject to forfeiture.

retroactive effect to forfeiture of 4,507,258 shares issue to the Sponsor at par value on April 30, 2025.

The accompanying notes are an integral part of these unaudited financial

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

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

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

1,887,097 (1)(2)

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

(1) Excludes up to 283,064 of the Class B ordinary shares that were

subject to surrender by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised

(see Note 5).

On May 29, 2025, the Company consummated the Initial Public Offering of 7,475,000 units at $10.00 per unit, which includes

the full exercise of the underwriter’s over-allotment option, therefore the 283,064 Class B ordinary shares are no longer subject

to forfeiture.

(2) Gives retroactive effect to forfeiture of 4,507,258 shares issue

to the Sponsor at par value on April 30, 2025.

The accompanying notes are an integral part of

these unaudited financial statements.

CHAMPIONSGATE ACQUISITION CORPORATION

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

STATEMENTS OF CHANGES IN SHAREHOLDERS’

EQUITY (DEFICIT)

Ordinary Shares

Preference Shares

Shareholders’

Balance as of December 31, 2024

$ ( 250,846 )

$ ( 193,941 )

Balance as of March 31, 2025

2024 (Inception)

issued to initial shareholder and executives (1)

Additional shares issued to

initial shareholder

of shares issued to initial shareholder (2)

Contribution received

Sale of private placement units, including over-allotment

Issuance of representative shares

Fair value of rights included in public units

Allocated value of transaction costs to rights included in public units

Initial measurement of carrying value to redemption value

( 5,232,258 )

as of March 31, 2024

Shareholders’

Balance as of

December 31, 2024

( 5,951,047 )

Remeasurement of carrying value to redemption value

Stock compensation expense

Related parties debt forgiveness

Conversion of Class B shares to Class A shares

Balance as of June 30, 2025

$ ( 1,405,352 )

as of March 31, 2025

$ ( 1,405,101 )

Ordinary Shares

Preference Shares

Shareholders’

Balance as of March 27, 2024 (Inception)

Shares issued to initial shareholder and executives

Additional shares issued to initial shareholder

Forfeiture of shares issued to initial shareholder

( 4,507,258 )

number includes 283,064 Class B ordinary shares outstanding as the over-allotment option was exercised in full on May 29, 2025 (see Note

retroactive effect to forfeiture of 4,507,258 shares issue to the Sponsor at par value on April 30, 2025.

Balance as of March 31, 2024

Stock compensation expense

Balance as of June 30, 2024

(1) This number includes 283,064 Class B ordinary shares outstanding

as the over-allotment option was exercised in full on May 29, 2025 (see Note 5).

(2) Gives retroactive effect to forfeiture of 4,507,258 shares issue

to the Sponsor at par value on April 30, 2025.

The accompanying notes are an integral part of

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CHAMPIONSGATE ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS

(Inception) to

STATEMENTS OF CASH FLOWS

Six Months Ended

Cash Flows from Operating Activities:

$ ( 187,383 )

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

Stock compensation expense

Interest and dividend earned on investments held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses

Prepaid expenses - related parties

Due to related parties

Accounts payable and accrued expenses

Accrued offering costs

Net Cash Used in Operating Activities

Cash Flows from Investing Activity:

Purchase of investments held in trust account

( 75,123,750 )

Net Cash Used in investing Activity

( 75,123,750 )

Cash Flows from Financing Activities:

Proceeds from public offering

Proceeds from private placement

Proceeds from promissory note - related party

Proceeds from issuance of Class B ordinary shares

Payment of underwriter discount

Payment of deferred offering costs

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Deferred offering costs included in accrued offering costs

Deferred underwriting commission payable

Capital contribution through repayment of promissory notes

Issuance of representative shares

Conversion of Class B shares to Class A shares

Initial measurement of carrying value to redemption value

Remeasurement of carrying value to redemption value

Related parties debt forgiveness

The accompanying notes are an integral part of

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elected December 31 as its fiscal year end.

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

As of June 30, 2025, the Company had not commenced

any operations.

For the period from March 27, 2024 (inception) through March 31, 2024 and the three months ended March 31, 2025,

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

(the “IPO”, see Note 3).

The Company will not generate any operating revenues until after the completion of a Business

Combination, at the earliest.

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

derived from the IPO and Private Placement (see Note 4).

Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of

Private Placement Units (as defined below), although substantially all

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

There is no assurance that the Company

will be able to complete a Business Combination successfully.

For the period from March 27, 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 (“IPO”, see Note 3).

will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

The Company will generate

non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and Private Placement (see

The Company’s management has broad discretion

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

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

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

The Company’s founder and sponsor is ST

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must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the value of the trust

account (excluding any deferred underwriters’ fees and taxes payable on the income earned on the trust account) at the time of

the agreement to enter into the initial Business Combination.

The Company will complete its initial Business Combination only if the

post-transaction company in which its public shareholders own shares will own or acquire 50 % or more of the outstanding voting securities

of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment

company under the Investment Company Act.

account (excluding any deferred underwriters’ fees and taxes payable on the income earned on the trust account) at the time of the

agreement to enter into the initial Business Combination.

The Company will complete its initial Business Combination only if the post-transaction

company in which its public shareholders own shares will own or acquire 50 % or more of the outstanding voting securities of the target

or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under

the Investment Company Act.

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

Upon the closing of the IPO, management has agreed

that at least $ 10.05 per Unit (as defined in Note 3) sold in the IPO will be held into a U.S.-based trust account (“trust account”).

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

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

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

solely in direct U.S.

that at least $ 10.05 per Unit sold in the IPO will be held into a U.S.-based trust account (“trust account”).

The funds held

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

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

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

government treasury.

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

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

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

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

in connection with a shareholder vote to amend the company’s second amended and restated memorandum and articles of association

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

the Company’s initial Business Combination within 18 months from the closing of the IPO (or up to 27 months from the closing

of the IPO if the Company extends the period of time to consummate a Business Combination by the full amount of time) provided that the

Company’s sponsor and/or designees must deposit into the trust account for each three months extension, $ 650,000 , or $ 747,500

if the underwriter’s over-allotment option is exercised in full at certain costs, up to an aggregate of $ 1,300,000 or $ 1,495,000

if the underwriter’s over-allotment option is exercised in full, on or prior to the date of the applicable deadline.

respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption

of all of public shares if the company are unable to complete their initial Business Combination within 18 months from the closing

of the IPO (or up to 27 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination

by the full amount of time), subject to applicable law.

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

of any kind to or in the trust account.

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

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

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

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

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

completion of the Company’s initial Business Combination, (ii) the redemption of any public shares properly tendered in connection

with a shareholder vote to amend the company’s second amended and restated memorandum and articles of association to (A) modify

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

initial Business Combination within 18 months from the closing of the IPO.

(The Company has eighteen (18) months after the Closing

Date to complete its initial Business Combination unless the Company and the Sponsor and/or designees elect to extend this initial time

period pursuant to the following scenarios:

(x) in the event that the Company executes a definitive agreement for an initial Business

Combination within 18 months after the Closing Date, it will automatically receive an additional three month to consummate the initial

Business Combination or (y) the Company and the Sponsor and/or designees may extend that initial time period two times by an additional

three months each time up to for a total period of up to 24 months from the Closing Date, or 27 months from the closing of

the IPO if the conditions in scenario (x) is met) (the “Combination Deadline”) provided that the Company’s sponsor and/or

designees must deposit (the “extension loans”) into the trust account for each three months extension, $ 747,500 , up to

an aggregate of $ 1,495,000 , on or prior to the date of the applicable deadline.

or (B) with respect to any other provision relating

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

are unable to complete their initial Business Combination before 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.

The proceeds deposited in the trust account

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

The Company will provide its public shareholders

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The ordinary shares subject to redemption will

be accredited to the redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting

Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company has determined

not to consummate any Business Combination unless the Company has net tangible assets of at least $ 5,000,001 upon such consummation in

order to avoid being subject to Rule 419 promulgated under the Securities Act.

The Company will have only 18 months from

the closing of the IPO (or up to 27 months from the closing of the IPO if the Company extends three months at certain cost to

consummate a Business Combination by the full amount of time) to complete its initial Business Combination.

be accredited to the redemption value and classified as temporary equity upon the completion of the IPO, in accordance with ASC Topic 480,

“Distinguishing Liabilities from Equity.” The Company has determined not to consummate any Business Combination unless the

Company has net tangible assets of at least $ 5,000,001 upon such consummation in order to avoid being subject to Rule 419 promulgated

under the Securities Act.

The Company will have until the Combination Deadline

to complete its initial Business Combination.

The Company will:

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 (certain amount of interest to pay dissolution expenses) divided by the

number of the then-issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights

as shareholders (including the right to receive further liquidation distributions, if any);

and, and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of its remaining shareholders and its Board of Directors, liquidate and dissolve,

subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable

The Sponsor and each member of management team have entered into an agreement with the Company, pursuant to which they have

agreed to waive their rights to liquidating distributions from the trust account with respect to any insider shares they hold if the Company

fail to consummate an initial Business Combination within 18 months from the closing of this offering (or up to 27 months from

the closing of this offering, if the Company extend the period of time to consummate a Business Combination).

(i) cease all operations except for the purpose of winding up;

promptly as reasonably possible but not 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 us to pay our franchise and income taxes, if any (less up to $ 100,000 of interest 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);

promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors,

liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements

of other applicable law.

The Sponsor HoldCo and each member of management team have entered into an agreement with the Company, pursuant

to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any insider shares

(as defined in note 5 below) they hold if the Company fail to consummate an initial Business Combination before the Combination Deadline.

The Sponsor has agreed that it will be liable

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Going Concern Consideration

of March 31, 2025, the Company had a working capital deficiency of $ 636,853 excluding deferred offering costs.

On May 29, 2025, the Company

completed its IPO.

The Company expects to incur significant costs in pursuit of its financing and acquisition plans.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited

financial statements are issued.

Management’s plans to address this need for capital through the Working Capital Loans, as

defined below (see Note 5) .

In addition, if the Company is unable to complete

a Business Combination before the Combination Deadline, 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 raise capital or to consummate a Business Combination will be successful or successful within the required period.

As a result, management has determined that such conditions raise substantial doubt about the Company’s ability

As of June 30, 2025, the Company had a working

capital of $ 89,900 .

The Company expects to incur significant costs in pursuit of its acquisition plans.

These conditions raise substantial

doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited financial statements

Management’s plans to address this need for capital through the Working Capital Loans, as defined below (see Note 5).

In addition, if the Company is unable to complete a Business Combination before the Combination Deadline, 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 raise capital or to consummate a Business Combination will be successful or successful within the required

As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability

to continue as a going concern.

The unaudited financial statements do not include

any adjustments that might result from the Company’s inability to consummate a Business Combination to continue as a going concern.

The unaudited financial statements do not include any adjustments that might result from the Company’s

inability to consummate the Business Combination to continue as a going concern.

Risks and Uncertainties

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for the period.

Operating results for the interim period ended March 31, 2025 are not necessarily indicative of the results that may be

Operating results for the interim period ended June 30, 2025 are not necessarily indicative of the results that may be

expected for the fiscal year ending December 31, 2025.

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(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that

a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies

but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means

that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s unaudited financial statements with another public company which is neither an emerging growth company nor an emerging

growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences

in accounting standards used.

under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply

to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended

transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of the Company’s unaudited financial statements with another public company which is neither

an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible

because of the potential differences in accounting standards used.

Use of Estimates

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

The Company had $ 2,532 and $ 3 cash in bank

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

Deferred Offering Costs

The Company had $ 383,204 and $ 3 cash in

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

Investments Held in Trust Account

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

all of the assets of $ 75,372,084 and $ 0 held in the trust account, which are invested primarily in money market funds.

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

Earnings on these investments are included

in interest and dividends income in the accompanying statements of operations and is automatically reinvested.

The fair value for these

investments is determined using quoted market prices in active markets.

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, $ 133,204 and $ 0 was over the FDIC limit.

The Company has not experienced losses on the account.

Offering Costs

The Company complies with the requirements of

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

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

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

Net Loss Per Ordinary Share

Net loss per ordinary share is computed by dividing

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

to forfeiture by the Sponsor.

Weighted average shares were reduced for the effect of an aggregate of 283,064 shares of ordinary share

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

As of March 31, 2025,

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

share and then share in the earnings of the Company.

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

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

to the IPO and were charged to shareholders’ equity upon the completion of the IPO.

Net Loss Per Share

The Company complies with accounting and disclosure

requirements of FASB ASC 260, “Earnings Per Share”.

Net loss per ordinary share is computed by dividing net 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 loss per share as the redemption value approximates fair value.

For the three and six months ended June 30, 2025,

the Company has not considered the effect of the Rights included in the IPO and Private Placement Units in the calculation of diluted

net loss 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 loss per share is the same

as basic loss per share for the period presented.

For The Three Months Ended

June 30, 2025

June 30, 2024

Non-Redeemable

Basic and diluted net loss per ordinary share:

Allocation of net loss

Denominators:

Basic and diluted weighted average shares outstanding

1,887,097 (1)(2)

Basic and diluted net loss per ordinary share

For The Period From

March 27, 2024

For The Six Months Ended

(Inception) Through

June 30, 2025

June 30, 2024

Non-Redeemable

Basic and diluted net loss per ordinary share:

Allocation of net loss

$ ( 112,540 )

Denominators:

Basic and diluted weighted average shares outstanding

1,887,097 (1)(2)

Basic and diluted net loss per ordinary share

(1) Excludes up to 283,064 of the Class B ordinary shares that were subject to surrender by the Sponsor for

no consideration depending on the extent to which the underwriters’ over-allotment is exercised (see Note 5).

On May 29, 2025, the

Company consummated the Initial Public Offering of 7,475,000 units at $ 10.00 per unit, which includes the full exercise of the underwriter’s

over-allotment option, therefore the 283,064 Class B ordinary shares are no longer subject to forfeiture.

(2) Gives retroactive effect to forfeiture of 4,507,258 shares issue to the Sponsor at par value on April

Fair Value of Financial Instruments

The fair value of the Company’s assets and

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

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

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

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

The Company applies ASC 820, which establishes

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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 public Rights have been classified within

shareholders’ deficit and will not require remeasurement after issuance.

The public Rights were classified within Level 3 of the

fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in assumptions related to the market adjustments

as noted below.

The following table presents the quantitative information regarding market assumptions used in the valuation of the public

Conversion ratio

Probability of De-SPAC

Discount of lack of marketability (DLOM)

Fair value of each right

The following table presents information about

the Company’s assets that are measured at fair value on June 30, 2025 and December 31, 2024 and indicates the fair value hierarchy

of the valuation inputs the Company utilized to determine such fair value.

June 30, 2025

Investments held in trust account

December 31, 2024

Investments held in trust account

Class A ordinary shares subject to possible

The Company accounts for its Class A ordinary

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

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

will be measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that

are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) will be classified as temporary equity.

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

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

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

Given that the 7,475,000 Class A ordinary shares

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

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

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

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

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

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

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

redemption reflected in the balance sheet are reconciled in the following table:

Gross Proceeds

Proceeds allocated to Public Rights

( 2,441,833 )

Class A ordinary shares issuance cost

( 3,135,464 )

Initial measurement of carrying value to redemption value

Remeasurement of carrying value to redemption value

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

Stock Compensation

7 unchanged sentences

Forfeitures are recognized as incurred.

The Company has recognized stock-based

compensation expense in the amount of $ 155,904 for the three and six months ended June 30, 2025, and $ 31,905 for the three months ended

June 30, 2024 and for the period from March 27, 2024 (inception) to June 30, 2024.

The Company accounts for income taxes under ASC 740,

“Income Taxes” (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected

impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit

to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established

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

ASC 740 requires the recognition of deferred tax assets and liabilities

for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected

future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance

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

ASC 740 also clarifies the accounting for

8 unchanged sentences

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

and penalties as of March 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.

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

The Company is currently not aware of any issues under review that could result

in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income

31 unchanged sentences

Insider Shares

April 18, 2024, the Company issued 2,156,250 Class B ordinary shares, par value of $ 0.0001 each, to the Sponsor for a purchase

price of $ 25,000 , or approximately $ 0.012 per share.

On June 27, 2024, the Company issued additional 4,521,169 Class B ordinary

shares, at par value of $ 452 , which is accounted for as a nominal issuance to the sponsor.

In total, an aggregate 6,677,419 Class B

ordinary shares were issued to the Sponsor, at a per-share price of approximately $ 0.004 per share.

On February 25, 2025, the Sponsor

agreed to transfer all the insider shares it held to St Sponsor Investment LLC (the “Sponsor HoldCo”) as capital contribution,

in exchange for the issuance of 100 membership interests to the Sponsor and for the admission of the Sponsor as the sole member of

the Sponsor HoldCo.

On April 30, 2025, the Sponsor agreed to surrender 4,507,258 insider shares it held, as a result of which the Sponsor

HoldCo owns 2,010,161 insider shares.

On May 21, 2025, Sponsor HoldCo converted 800,000 Class B ordinary shares, par value $ 0.0001

per share, on a one-for-one basis to 800,000 Class A ordinary shares of the Company, par value $ 0.0001 per share (the “Class A insider

shares”, with the Class B insider shares, the “insider shares”).

As a result, the Sponsor HoldCo owns 800,000 Class

A insider shares and 1,150,161 Class B insider shares.

On April 18, 2024, the Company issued 2,156,250

Class B ordinary shares, par value of $ 0.0001 each (the “Class B insider shares”), to the Sponsor for a purchase price

of $ 25,000 , or approximately $ 0.012 per share.

On June 27, 2024, the Company issued additional 4,521,169 Class B ordinary shares,

at par value of $ 452 , which is accounted for as a nominal issuance to the sponsor.

In total, an aggregate 6,677,419 Class B ordinary

shares were issued to the Sponsor, at a per-share price of approximately $ 0.004 per share.

On February 25, 2025, the Sponsor agreed to

transfer all the insider shares it held to Sponsor HoldCo as capital contribution, in exchange for the issuance of 100 membership

interests to the Sponsor and for the admission of the Sponsor as the sole member of the Sponsor HoldCo.

On April 30, 2025, the Sponsor

agreed to surrender 4,507,258 insider shares it held, as a result of which the Sponsor HoldCo owns 2,010,161 insider shares.

2025, Sponsor HoldCo converted 800,000 Class B ordinary shares, par value $ 0.0001 per share, on a one-for-one basis to 800,000 Class A

ordinary shares of the Company, par value $ 0.0001 per share (the “Class A insider shares”, with the Class B insider shares,

the “insider shares”).

As a result, the Sponsor HoldCo owns 800,000 Class A insider shares and 1,150,161 Class B insider shares.

On May 15, 2024, the Sponsor entered into

a securities transfer agreement, pursuant to which the Sponsor transferred 100,000 insider shares, which equated to 4.6 % of the 2,170,161

Class B ordinary shares, at the purchase price of $ 1,159.42 to Bala Padmakumar, the CEO, Chairman and Director of the Company and

60,000 insider shares at the purchase price of $ 695.65 to Evan M.

a securities transfer agreement, pursuant to which the Sponsor transferred 100,000 Class B insider shares at the purchase price of $ 1,159.42

to Bala Padmakumar, the CEO, Chairman and Director of the Company, and 60,000 Class B insider shares at the purchase price of $ 695.65

Graj, the CFO and director of the Company, respectively.

value of these 160,000 shares transferred on the grant date was $ 33,760 or $ 0.211 per share per valuation performed by a third-party specialist.

The Company accounted for the transfer under ASC 718 stock compensation (See Note 2 for details).

The fair value of these 160,000 shares transferred on the grant

date was $ 33,760 or $ 0.211 per share per valuation performed by a third-party specialist.

The Company accounted for the transfer under

ASC 718 stock compensation (See Note 2 for details).

The share price was calculated using a scenario-based

8 unchanged sentences

Discount of lack of marketability (DLOM)

Concurrent with the offering, the Sponsor transferred

an aggregate of 60,000 of its Class B insider shares, or 20,000 each to its three independent directors for their board service, for nominal

cash consideration, of $ 696 .

The fair value of these 60,000 shares transferred on the grant date was $ 156,600 or $ 2.61 per share per valuation

performed by a third-party specialist.

The Company accounted for the transfer under ASC 718 stock compensation (See Note 2 for

The share price was calculated using a scenario-based

method, incorporating probabilities of both a de-SPAC and an IPO, with the total Unit value reaching $ 10 and the Right valued at one-eighth

of the share price.

Based on these probabilities, an indicated per share marketable value for the Founders Shares was determined, and

a discount for lack of marketability, derived from the Finnerty model, was applied to yield a minority non-marketable fair value.

following criteria presents the quantitative information regarding market assumptions used in the founder share valuation performed by

a third-party specialist:

Per Share Value of Class A Ordinary Shares

Probability of De-SPAC

Per Share Value of Class B Ordinary Shares (Marketable Basis)

Discount of lack of marketability (DLOM)

Promissory Note — Related Party

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

of the expenses of the IPO.

As of March 31, 2025 and December 31, 2024, the Company has an outstanding loan balance of $ 417,147

and $ 331,927 , respectively.

This Promissory Note is non-interest bearing, unsecured and is due at the earlier of (1) December 31,

2024, subsequently amended to August 31, 2025, or (2) the date on which the Company consummates an initial public offering

of its securities, unless accelerated upon the occurrence of an Event of Default.

On April 18, 2024, the Sponsor agreed to

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

This Promissory

Note is non-interest bearing, unsecured and is due at the earlier of (1) August 31, 2025, or (2) the date on which the

Company consummates an initial public offering of its securities, unless accelerated upon the occurrence of an Event of Default.

June 30, 2025 and December 31, 2024, the Company has an outstanding loan balance of $ 426,975 and $ 331,927 , respectively.

This Promissory

Note was subsequently repaid on July 7, 2025 (see Note 9 for details).

Working Capital Loans

9 unchanged sentences

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

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

the Company had no borrowings under the Working Capital Loans.

Due to Related Parties

On May 21, 2024, the Company signed the offer

letter with the CEO for compensation of $ 7,500 per month in cash and $ 10,000 per month in cash for the post-IPO period.

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

due to the CEO for salary payable amounted to of $ 55,000 and $ 32,500 , respectively.

On June 26, 2025, the Sponsor HoldCo agreed to

loan the Company up to $ 500,000 to meet the Company’s working capital needs following the consummation of the IPO.

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 HoldCo has the right, but not the obligation, to convert this loan, in whole or in part, into private units

of the Company, each consisting of one Class A ordinary share, one right to receive one-eighth of one Class A ordinary share.

of private units to be received by the Sponsor HoldCo in connection with such conversion shall be an amount determined by dividing (x)

the sum of the outstanding principal amount payable to the Sponsor HoldCo by (y) $ 10.00 .

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

Company had no borrowings under the Working Capital Loans.

Due to/Due from Related Parties

On May 21, 2024, the Company signed the offer

letter with the CFO for compensation of $ 5,000 per month in cash and $ 6,000 per month in cash for the post-IPO period.

The CFO also paid

expenses on behalf of the Company.

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

due to the CFO including salary and reimbursement payable amounted to of $ 36,931 and $ 21,901 , respectively.

Note 6 — Commitments and Contingencies

letter with the CEO and CFO for compensation of $ 7,500 and $ 5,000 per month in cash and $ 10,000 and $ 6,000 per month in cash for the post-IPO

period, respectively.

On May 11, 2025, the Company executed an amendment

to the offer letter by and between the CEO and the Company, dated May 21, 2024, and an amendment to the offer letter by and between the

CFO and the Company, dated May 21, 2024 (the two amendments, collectively, “Amendments”), to revise the terms of the management

compensation.

Effective on May 11, 2025, the Amendments provide that:

The CEO shall receive (i) monthly cash compensation

of $ 7,500 for three months from the date of the offer letter until the IPO is consummated, (ii) monthly cash compensation of $ 7,500 for

three months from the date the IPO is consummated and 90th date after the closing of the IPO, (iii) $ 22,500 upon the entry of a definitive

agreement by the Company, (iv) $ 22,500 upon the closing of the Company’s initial business combination.

The CFO shall receive (i) monthly cash compensation

of $ 5,000 for three months from the date of the offer letter until the IPO is consummated, (ii) monthly cash compensation of $ 5,000 for

three months from the date the IPO is consummated and 90th date after the closing of the IPO, (iii) $ 15,000 upon the entry of a definitive

agreement by the Company, (iv) $ 15,000 upon the closing of our initial business combination.

As of May 11, 2025, the accrued salary expenses

of $ 108,602 under the original offer letters were adjusted to additional paid-in capital as related parties debt forgiveness under the

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

Company had prepaid salary expenses of $ 7,500 and salary payable of $ 32,500 , respectively, for the CEO.

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

Company had prepaid salary expenses of $ 5,000 and salary payable of $ 21,901 , respectively, for the CFO.

Note 6 — Commitments and

Contingencies

Underwriter Registration Rights

The holders of the insider shares, Private units (including

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

loans or extension loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or

on the effective date of this offering requiring the Company to register such securities for resale.

The holders of these securities are

entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders

have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s

completion of the Company’s initial Business Combination and rights to require the Company to register for resale such securities

pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses incurred in connection with the filing of any such

registration statements.

The holders of the insider shares, Private Placement

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

of Working Capital Loans or extension loans will be entitled to registration rights pursuant to a registration rights agreement to be

signed prior to or on the effective date of this offering requiring the Company to register such securities for resale.

The holders of

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

addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent

to the Company’s completion of the Company’s initial Business Combination and rights to require the Company to register for

resale such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses incurred in connection with

the filing of any such registration statements.

Underwriting Agreement

1 unchanged sentence

to purchase up to an additional 975,000 Units solely to cover over-allotments, if any.

The underwriters will exercise the

The underwriters had exercised the

over-allotment option.

The underwriter will be entitled a cash underwriting

discount of $ 0.10 per Unit, or $ 747,500 at the closing of the IPO.

In addition, the Company will issue to the underwriters 112,125 Class

A ordinary shares at the closing of the IPO.

The underwriter was paid a cash underwriting discount

of $ 0.10 per Unit, or $ 747,500 at the closing of the IPO.

In addition, the Company issued to the underwriters 112,125 Class A ordinary

shares at the closing of the IPO.

In conjunction with the IPO, the Company issued

3 unchanged sentences

The estimated fair value of the Representative Shares as of the IPO date

totaled $ 293,020 .

totaled $ 293,020 , or $ 2.61 per share.

Additionally, the underwriter will be entitled

7 unchanged sentences

Note 7 — Shareholder’s

Preference Share — The

Preferred 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, 2025 and December 31,

2024, there were no preference shares issued or outstanding.

As of June 30, 2025 and December 31,

2024, there were no preferred shares issued or outstanding.

Class A Ordinary Share — The

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

As of March 31, 2025 and December 31,

2024, there were no shares of Class A ordinary share issued or outstanding.

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

On April 18, 2024, the Company issued an aggregate of 2,156,250 Insider shares to the Sponsor for an aggregate purchase

price of $ 25,000 , or approximately $ 0.012 per share.

On June 27, 2024, the Company issued an additional of 4,521,169 Class B

ordinary shares to the Sponsor at par value, for $ 452 .

On February 25, 2025, the Sponsor agreed to transfer all the insider shares it

held to Sponsor HoldCo as capital contribution, in exchange for the issuance of 100 membership interests to the Sponsor and for the admission

of the Sponsor as the sole member of the Sponsor HoldCo.

On April 30, 2025, the Sponsor agreed to surrender 4,507,258 insider shares it

held, as a result of which the Sponsor HoldCo owns 2,010,161 insider shares.

On May 21, 2025, Sponsor HoldCo converted 800,000

Class B ordinary shares, par value $ 0.0001 per share, on a one-for-one basis to 800,000 Class A ordinary shares of the Company, par value

As of June 30, 2025 and December

31, 2024, there were 1,142,125 shares of Class A ordinary share issued and outstanding, excluding 7,475,000 shares subject to possible

redemption, and none , respectively.

Class B Ordinary Share — The

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

On April 18, 2024, the

Company issued an aggregate of 2,156,250 Class B Insider shares to the Sponsor for an aggregate purchase price of $ 25,000 , or approximately

$ 0.012 per share.

On May 29, 2025, the effective date of the registration statement of the IPO, the Sponsor transferred an

aggregate of 60,000 of its Class B ordinary shares, or 20,000 each to the Company’s three independent directors

for their board service (See Note 5).

Except in cases where the Company is not the surviving

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

consummation of the Company’s initial Business Combination.

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

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

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

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

The Company will not issue fractional

shares in connection with a conversion of rights.

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

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

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

upon closing of a Business Combination.

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

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

funds for their rights and the rights will expire worthless.

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

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

On June 27, 2024, the Company issued an additional of 4,521,169 Class B ordinary shares to the Sponsor

at par value, for $ 452 .

On February 25, 2025, the Sponsor agreed to transfer all the Class B insider shares it held to Sponsor HoldCo

as capital contribution, in exchange for the issuance of 100 membership interests to the Sponsor and for the admission of the Sponsor

as the sole member of the Sponsor HoldCo.

On April 30, 2025, the Sponsor agreed to surrender 4,507,258 Class B insider shares it

held, as a result of which the Sponsor HoldCo owns 2,010,161 Class B insider shares.

All these changes of shares were retroactively

reflected in the outstanding Class B ordinary shares as of December 31, 2024.

On May 21, 2025, Sponsor HoldCo converted 800,000 Class

B ordinary shares, par value $ 0.0001 per share, on a one-for-one basis to 800,000 Class A ordinary shares of the Company, par value $ 0.0001

As a result, the Sponsor HoldCo owns 800,000 Class A insider shares and 1,150,161 Class B insider shares, excluding 160,000

shares transferred to CEO and CFO and 60,000 shares transferred to three directors.

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

1,370,161 and 2,170,161 Class B ordinary shares were issued and outstanding.

30, 2025 and December 31, 2024, there were 7,475,000 and none public Rights included in the public Units outstanding, respectively,

and 230,000 and none private Rights included in the Private Placement Units outstanding, respectively.

cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-eighth

of one Class A ordinary share upon consummation of the Company’s initial Business Combination.

In the event the Company will

not be the surviving company upon completion of the Company’s initial Business Combination, each right will automatically be converted

to receive the kind and amount of securities or properties of the surviving entity that each one-eighth of one Class A ordinary share

underlying each right is entitled to upon consummation of the Business Combination subject to any dissenter rights under the applicable

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 a Business Combination.

If the Company are unable to complete an initial Business

Combination within the required time period and the Company redeem the public shares for the funds held in the trust account, holders

of rights will not receive any of such funds for their rights and the rights will expire worthless.

The Company shall reserve such amount

of its profits or share premium in order to pay up the par value of each share issuable in respect of the rights.

Note 8 — Segment Information

13 unchanged sentences

The following table presents the significant segment expenses of the Company’s single segment.

March 27, 2024

(Inception) to

Formation and operating costs

Stock compensation expense

Loss from operations

Interest and dividend income on investments held in Trust Account

Total other income

$ ( 187,383 )

The key measures of segment profit or loss reviewed

by our CODM is formation and operating costs.

Formation and operating costs are reviewed and monitored by the CODM to manage and forecast

cash to ensure enough capital is available to complete the IPO and eventually 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.

Note 9 — Subsequent Events

4 unchanged sentences

financial statements.

On April 30, 2025, the Company changed the terms

Pursuant to the updated terms of IPO, the Company intends to offer for sale of 7,475,000 Units.

Each Unit has an offering

price of $ 10.00 and consists of one share of the Company’s Class A ordinary share and one right The Sponsor has committed to purchase

an aggregate of 230,000 Private Units at a price of $ 10.00 per Private Units for an aggregate purchase price of $ 2,300,000 .

The underwriter

will be entitled to a cash underwriting discount of $ 0.10 per Unit, or $ 747,500 , payable upon the closing of the IPO.

In addition, the

Company has agreed to issue of 112,125 Class A ordinary shares at the closing of the IPO.

Additionally, the underwriter will be entitled

to a cash underwriting discount of $ 0.20 per Unit to be paid in cash, or $ 1,495,000 for deferred underwriting commissions to be paid upon

the completion of initial Business Combination.

On April 30, 2025, the Sponsor agreed to surrender

4,507,258 insider shares it held, as a result of which the Sponsor HoldCo owns 2,010,161 insider shares due to change of IPO terms.

share amounts, per-share amounts and relevant disclosures for the period presented in these unaudited financial statements and notes thereto

have been adjusted retroactively to reflect these new terms.

On May 11, 2025, the Company executed an amendment

to the offer letter by and between the CEO and the Company, dated May 21, 2024, and an amendment to the offer letter by and between the

CFO and the Company, dated May 21, 2024 (the two amendments, collectively, “Amendments”), to revise the terms of the management

compensation.

Effective on May 11, 2025, the Amendments provide that:

The CEO shall receive (i) monthly cash compensation

of $7,500 for three months from the date of the offer letter until the IPO is consummated, (ii) monthly cash compensation of $7,500 for

three months from the date the IPO is consummated and 90 th date after the closing of the IPO, (iii) $22,500 upon the entry

of a definitive agreement by the Company, (iv) $22,500 upon the closing of the Company’s initial business combination.

The CFO shall receive (i) monthly cash compensation

of $5,000 for three months from the date of the offer letter until the IPO is consummated, (ii) monthly cash compensation of $5,000 for

three months from the date the IPO is consummated and 90 th date after the closing of the IPO, (iii) $15,000 upon the entry

of a definitive agreement by the Company, (iv) $15,000 upon the closing of our initial business combination.

Certain payments or accrual made to-date under

the original offer letters will be prospectively adjusted from amounts to be paid under the Amendments.

On May 21, 2025, Sponsor HoldCo converted 800,000

Class B ordinary shares, par value $ 0.0001 per share, on a one-for-one basis to 800,000 Class A ordinary shares of the Company, par value

$ 0.0001 per share (the “Class A insider shares”, with the Class B insider shares, the “insider shares”).

On May 29, 2025, the Company consummated IPO of

7,475,000 Units, including the full exercise of the underwriter’s option to purchase an additional 975,000 Units to cover over-allotments.

Each Unit consists of one Class A ordinary share, $ 0.0001 par value per share (each, a “Class A ordinary share”), and

one right (each, a “Right”), each one Right entitling the holder thereof to exchange for one-eighth of one Class A ordinary

share upon the completion of the Company’s initial business combination.

The Units were sold at an offering price of $ 10.00 per

Unit, generating gross proceeds of $ 74,750,000 .

The public Rights will be classified within shareholders’

deficit and will not require remeasurement after issuance.

The public Rights will be classified within Level 3 of the fair value hierarchy

at the measurement dates due to the use of unobservable inputs inherent in assumptions related to the market adjustments as noted below.

The following table presents the quantitative information regarding market assumptions used in the valuation of the public Rights:

Conversion ratio

Probability of De-SPAC

Discount of lack of marketability (DLOM)

Fair value of each right

Substantially concurrently with the closing of

the IPO, the Company completed the private sale (the “Private Placement”) of 230,000 units (the “Private Units”)

to Sponsor HoldCo.

Each Private Unit consists of one Class A ordinary share and one right.

The Private Units were sold at a purchase price

of $ 10.00 per Private Unit, generating gross proceeds to the Company of $ 2,300,000 .

In connection with the consummation of the IPO

and the Private Placement, the proceeds of $ 75,123,750 ($ 10.05 per Unit) from the proceeds of the IPO and the Private Placement 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.

Concurrent with the offering, the Sponsor transferred

an aggregate of 60,000 of its Class B insider shares, or 20,000 each to its three independent directors for their board service, for nominal

cash consideration, of $ 696 .

The fair value of these 60,000 shares transferred on the grant date was $ 156,600 or $ 2.61 per share per valuation

performed by a third-party specialist.

On May 29, 2025, the Company recognized a share-based compensation expense of $ 155,904 , net of

the nominal cash consideration of $ 696 paid by the directors.

The Company accounted for the transfer under ASC 718 stock compensation

(See Note 2 for details).

The share price was calculated using a scenario-based

method, incorporating probabilities of both a de-SPAC and an IPO, with the total Unit value reaching $ 10 and the Right valued at one-eighth

of the share price.

Based on these probabilities, an indicated per share marketable value for the Founders Shares was determined, and

a discount for lack of marketability, derived from the Finnerty model, was applied to yield a minority non-marketable fair value.

following criteria presents the quantitative information regarding market assumptions used in the founder share valuation performed by

a third-party specialist:

Per Share Value of Class A Ordinary Shares

Probability of De-SPAC

Per Share Value of Class B Ordinary Shares (Marketable Basis)

Discount of lack of marketability (DLOM)

On June 26, 2025, the Sponsor HoldCo agreed to

loan the Company up to $ 500,000 (the “Working Capital Loan”) to meet the Company’s working capital needs following the

consummation of the IPO.

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 HoldCo has the right, but not the obligation, to convert this loan, in

whole or in part, into private 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 units to be received by the Sponsor HoldCo in connection with such conversion shall

be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor HoldCo by (y) $ 10.00 .

On July 7, 2025, the Company repaid $ 350,000 of Promissory Note (see Note 5) to Sponsor and transferred the remaining balance of $ 76,975

to the Working Capital Loan.

On July 7, 2025, the Company repaid $ 350,000 of

Promissory Note (see Note 5) to Sponsor and transferred the remaining balance of $ 76,975 to the Working Capital Loan.

On July 31, 2025, Mr.

Bala Padmakumar, then Chairman,

CEO and director of the Company notified the board of directors of the Company, that he has decided to resign all the positions he held

at the Company, effective immediately.

He has received all the monthly compensation payments as provided in the offer letter by and between

him and the Company, dated as of May 21, 2024 and as amended on May 11, 2025 up to July 31, 2025, and the Offer Letter shall be deemed

to have been terminated as of July 31, 2025.

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