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Item 1. Financial Statements

2025-11-17 compared with 2025-08-15 · 205 added, 166 removed, 602 unchanged (38% of the section changed)

2 unchanged sentences

BALANCE SHEETS

September 30,

Current Assets

Prepaid expenses

Prepaid expenses - related parties

Total Current Assets

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Promissory note - related party

Working capital loan - related party

Total Current Liabilities

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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

Class A ordinary shares subject to possible redemption, 7,475,000 shares at redemption value of $ 10.19 per share as of September 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, 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

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 September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

9 unchanged sentences

STATEMENTS OF OPERATIONS

September 30,

Formation and operating costs

3 unchanged sentences

Total other income

Net income (loss)

$ ( 107,443 )

$ ( 172,120 )

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 income 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

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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

Basic and diluted net income (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.

On May 29, 2025, the Company consummated the Initial Public Offering (the “IPO”) 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.

The accompanying notes are an integral part of these unaudited financial

CHAMPIONSGATE ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS’

EQUITY (DEFICIT)

Ordinary Shares

Preference Shares

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( 1,405,101 )

Ordinary Shares

Remeasurement of carrying value to redemption value

Balance as of September 30, 2025

$ ( 1,518,538 )

$ ( 1,518,287 )

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

Balance as of

March 27, 2024 (Inception)

issued to initial shareholder and executives (1)

Additional shares issued

to initial shareholder

of shares issued to initial shareholder (2)

( 4,507,258 )

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Balance as of June 30, 2024

as of September 30, 2024

$ ( 172,120 )

$ ( 115,215 )

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

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

The accompanying notes are an integral part of

these unaudited financial statements.

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

CHAMPIONSGATE ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

(Inception) Through

September 30,

Cash Flows from Operating Activities:

Net income (loss)

$ ( 172,120 )

2 unchanged sentences

Interest and dividend earned on investments held in Trust Account

( 1,043,808 )

Changes in operating assets and liabilities:

Prepaid expenses

Prepaid expenses - related parties

Due to related parties

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Proceeds from promissory note - related party

Payment of promissory note - related party

Proceeds from working capital loan - related party

Proceeds from issuance of Class B ordinary shares

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Related parties debt forgiveness

The accompanying notes are an integral part of

these unaudited financial statements.

Conversion of promissory note - related party to working capital loan - related party

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

CHAMPIONSGATE ACQUISITION CORPORATION

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elected December 31 as its fiscal year end.

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

any operations.

For the period from March 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

As of September 30, 2025, the Company had not

commenced any operations.

For the period from March 27, 2024 (inception) through September 30, 2025, the Company’s efforts

have been limited to organizational activities as well as activities related to 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).

The Company’s management has broad discretion

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(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

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

the IPO if the condition 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

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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.

trust account and not previously released to the Company to pay the Company’s 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,

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 the Company’s 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) 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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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

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

against certain liabilities, including liabilities under the Securities Act.

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Going Concern Consideration

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

capital of $ 89,900 .

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

capital deficit of $ 23,287 .

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

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

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

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for the period.

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.

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

be expected for the fiscal year ending December 31, 2025.

Emerging Growth Company

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

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

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

The Company had $ 17,351 and $ 3 cash in bank

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

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.

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

substantially all of the assets of $ 76,167,558 and $ 0 held in the trust account, respectively, are invested primarily in money

market funds.

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

Earnings on these

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

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

The interest and dividend income on investments

held in trust account were $ 795,474 and $0 for the three months ended September 30, 2025 and 2024, respectively, $ 1,043,808 for the nine

months ended September 30, 2025, and $0 for the period from March 27, 2024 (inception) through September 30, 2024.

Concentration of Credit Risk

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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.

As of September 30, 2025 and December

31, 2024, $ 0 was over the FDIC limit.

The Company has not experienced losses on the account.

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

Net Loss Per Share

Net Income (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.

Net income (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 nine months ended September

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 income (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 income (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

September 30, 2025

September 30, 2024

Non-Redeemable

Basic and diluted net loss per ordinary share:

Allocation of net loss

Basic and diluted net income (loss) per ordinary share:

Allocation of net income (loss)

$ ( 107,443 )

Denominators:

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1,887,097 (1)(2)

Basic and diluted net loss per ordinary share

Basic and diluted net income (loss) per ordinary share

For The Period From

March 27, 2024

For The Six Months Ended

For The Nine Months Ended

(Inception) Through

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

Non-Redeemable

Basic and diluted net loss per ordinary share:

Allocation of net loss

Basic and diluted net income (loss) per ordinary share:

Allocation of net income (loss)

$ ( 172,120 )

2 unchanged sentences

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.

Basic and diluted net income (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 IPO 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.

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Conversion ratio

Probability of De-SPAC

Probability of Business Combination

Discount of lack of marketability (DLOM)

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The following table presents information about

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

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

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

June 30, 2025

September 30, 2025

Investments held in trust account

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to equal the redemption value at the end of each reporting period.

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

As of September 30, 2025, the Class A ordinary shares subject to possible

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

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Remeasurement of carrying value to redemption value

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

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

Stock Compensation

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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.

compensation expense in the amount of $0 for the three months ended September 30, 2025, $ 155,904 for the nine months ended September 30,

2025, $0 for the three months ended September 30, 2024, and $ 31,905 for the period from March 27, 2024 (inception) to September 30, 2024.

The Company accounts for income taxes under ASC 740,

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

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

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

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

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

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

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

There is currently no taxation imposed on income

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On May 15, 2024, the Sponsor entered into

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

a securities transfer agreement, pursuant to which the Sponsor transferred 100,000 Class B insider shares, for a total purchase price

of $ 1,159 to Bala Padmakumar, the CEO, Chairman and Director of the Company, and 60,000 Class B insider shares for a total purchase price

of $ 695 to Evan M.

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

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 fair value of these 160,000 shares transferred

on the grant date was $ 33,760 or $ 0.211 per share, based on 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

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:

method, incorporating probabilities of both a business combination 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, a valuation methodology, was applied to yield a minority non-marketable

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

performed by a third-party specialist:

Estimated Volatility

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Discount of lack of marketability (DLOM)

Concurrent with the offering, the Sponsor transferred

Concurrent with the IPO, 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

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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:

method, incorporating probabilities of both a business combination 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.

The 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

Probability of Business Combination

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

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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).

7, 2025, the Company repaid $ 350,000 under the Promissory Note to Sponsor and transferred the remaining balance of $ 76,975 to the Working

Capital Loan (defined below).

As of September 30, 2025 and December 31, 2024, the Company has an outstanding loan balance of $ 0 and $ 331,927 ,

respectively.

Working Capital Loans

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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.

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

the Company had $ 93,434 and $ 0 borrowings under the Working Capital Loans, respectively.

Due to/Due from Related Parties

On May 21, 2024, the Company signed the offer

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.

letter with the CEO and CFO for compensation of $ 7,500 and $ 5,000 per month in cash, respectively, 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

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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.

agreement by the Company, (iv) $ 15,000 upon the closing of the Company’s 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.

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.

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

the Company had salary payable for the CEO of $ 0 and $ 32,500 , respectively.

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

the Company had salary payable for the CFO of $ 0 and $ 21,901 , respectively.

Note 6 — Commitments and

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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.

signed prior to or on the effective date of the IPO 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.

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

The Company granted the underwriter a 45 -day option

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

The underwriters had exercised the

over-allotment option.

The Company granted the underwriter of the IPO

a 45 -day option to purchase up to an additional 975,000 Units solely to cover over-allotments, if any.

The underwriters

exercised the over-allotment option.

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 addition, the Company issued 112,125 Class A ordinary shares to the underwriter

at the closing of the IPO.

In conjunction with the IPO, the Company issued

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

As of June 30, 2025 and December 31,

As of September 30, 2025 and December

31, 2024, there were no preferred shares issued or outstanding.

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

As of September 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

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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.

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

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

As of September

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

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(Inception) to

September 30,

Formation and operating costs

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Total other income

Net income (loss)

$ ( 107,443 )

$ ( 172,120 )

Note 9 — Subsequent Events

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financial statements.

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.

On October 17, 2025, Mr.

Timothy Boon Liat Lim

was appointed as the Chairman, CEO and director of the Company, effective immediately.

In connection with the appointment, the Company

extended an offer letter to Mr.

Lim (the “New Offer Letter”), which he accepted on October 17, 2025, pursuant to which Mr.

Lim shall receive $ 13,250 if and when the Company enters into a definitive agreement with a target company and another $ 13,250 if and

when the Company consummates an initial business combination with a target company.

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