What changed in this filing

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Item 1. Financial Statements

2025-08-13 compared with 2025-05-15 · 225 added, 201 removed, 565 unchanged (43% of the section changed)

Financial Statements

Financial Statements (Unaudited)

COLUMBUS ACQUISITION CORP

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Preference shares, $ 0.0001 par value, 10,000,000 shares authorized, none issued and outstanding

Ordinary shares, $ 0.0001 par value, 490,000,000 shares authorized, 1,944,290 shares and 1,500,000 issued and outstanding (1) (excluding 6,000,000 shares and 0 shares subject to possible redemption) as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

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Total Liabilities, Shares Subject to Possible Redemption, and Shareholders’ Equity (Deficit)

shares have been retroactively restated to reflect the Sponsor’s forfeiture of 225,000 Founder Shares on March 10, 2025 for no

consideration as the underwriters of the IPO did not exercise the over-allotment option.

(1) Ordinary shares have been retroactively

restated to reflect the Sponsor’s forfeiture of 225,000 Founder Shares on March 10, 2025 for no consideration as the underwriters

of the IPO did not exercise the over-allotment option.

The accompanying notes are an integral part of

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UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

Period from January 18, 2024 (Inception) Through March 31,

General and administrative expenses

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1,500,000 (1)

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

shares have been retroactively restated to reflect the Sponsor’s forfeiture of 225,000 Founder Shares on March 10, 2025 for no

consideration as the underwriters of the IPO did not exercise the over-allotment option.

1,500,000 (1)

Basic and diluted net income (loss) per share, non-redeemable ordinary shares

(1) Ordinary shares have been retroactively restated to reflect the Sponsor’s forfeiture of 225,000 Founder Shares on March 10, 2025 for no consideration as the underwriters of the IPO did not exercise the over-allotment option.

The accompanying notes are an integral part of

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UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2025

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Ordinary Shares

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Balance – March 31, 2025

FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH MARCH

Accretion of carrying value to redemption value

Balance – June 30, 2025

FOR THE THREE MONTH ENDED JUNE 30, 2024 AND THE PERIOD FROM JANUARY

18, 2024 (INCEPTION) THROUGH JUNE 30, 2024

Ordinary Shares

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Balance – March 31, 2024

Balance – June 30, 2024

(1) Ordinary shares have been retroactively

restated to reflect the Sponsor’s forfeiture of 225,000 Founder Shares on March 10, 2025 for no consideration as the underwriters

of the IPO did not exercise the over-allotment option.

The accompanying notes are an integral part of

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UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

January 18, 2024 (Inception) Through March 31, 2024

Cash Flows from Operating Activities:

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Interest earned on demand deposit in Trust Account

( 1,018,247 )

Changes in operating assets and liabilities:

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

Note 1 — Organization,

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The Company does not have any specific business combination under

consideration and the Company has not (nor has anyone on its behalf), directly or indirectly, contacted any prospective target business

or had any substantive discussions, formal or otherwise, with respect to such a transaction.

The Company’s significant ties to China

would make it a less attractive partner to a non-China-based target company and such perception may potentially limit or negatively impact

our search for an initial business combination;

or may therefore make it more likely for the Company to consummate a business combination

with a company being based in or having the majority of the company’s operations in China.

The Company has selected December 31

as its fiscal year end.

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

consideration.

The Company’s significant ties to China would make it a less attractive partner to a non-China-based target company

and such perception may potentially limit or negatively impact our search for an initial business combination;

or may therefore make it

more likely for the Company to consummate a business combination with a company being based in or having the majority of the company’s

operations in China.

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

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

any operations.

For the period from January 18, 2024 (inception) through March 31, 2025, the Company’s efforts had been limited

to organizational activities as well as activities related to completing the initial public offering (“IPO”) described below,

For the period from January 18, 2024 (inception) through June 30, 2025, the Company’s efforts had been limited to

organizational activities as well as activities related to completing the initial public offering (“IPO”) described below,

and subsequent to the IPO, identifying a target company for a Business Combination.

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The Company’s ability to commence operations

is contingent upon obtaining adequate financial resources through the IPO (see Note 3) and a Private Placement (as defined below) to the

initial shareholder (see Note 4).

was contingent upon obtaining adequate financial resources through the IPO (see Note 3) and a Private Placement (as defined below) to

the initial shareholder (see Note 4).

On January 24, 2025, the Company consummated its

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Transaction costs amounted to $ 1,587,534 consisting

of $ 900,000 of underwriting commissions which was paid in cash at the closing date of the IPO, $ 361,000 of the Representative Shares (discussed

below), and $ 326,534 of other offering costs.

At the IPO date, cash of $ 1,007,756 (which is net of funds used to repay the then outstanding

balance of the Promissory Note described in Note 5) was held outside of the Trust Account (as defined below) and is available for working

capital purposes.

of $ 900,000 of underwriting commissions which were paid in cash at the closing date of the IPO, $ 361,000 of the Representative Shares

(discussed below), and $ 326,534 of other offering costs.

At the IPO date, cash of $ 1,007,756 (which is net of funds used to repay the

then outstanding balance of the Promissory Note described in Note 5) was held outside of the Trust Account (as defined below) and is available

for working capital purposes.

In conjunction with the IPO, the Company issued

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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 balance in the

Trust Account (as defined below), (less any taxes payable on the income earned on Trust Account) at the time of execution of the definitive

Trust Account (as defined below), (less any taxes payable on the income earned on the Trust Account) at the time of execution of the definitive

agreement in connection with its initial Business Combination.

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Combination successfully.

Upon the closing of the IPO, management has agreed that at least $ 10.00

per public share underlying Units sold in the IPO will be held into a U.S.-based trust account (“Trust Account”).

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.

Upon the closing of the IPO, management has agreed

that at least $ 10.00 per public share underlying Units sold in the IPO will be held in a U.S.-based trust account (“Trust Account”).

The funds held in the Trust Account will be invested only in U.S.

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

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

solely in direct U.S.

government treasury securities, or in an interest bearing or non-interest-bearing demand deposit account.

respect to dividend and/or interest earned on the funds held in the Trust Account that may be released to the Company to pay the Company’s

tax obligation, if any, the proceeds from the IPO and the sale of the Private Placement Units that are deposited and held in the Trust

Account will not be released from the Trust Account until the earliest to occur of (i) the completion of the Company’s initial

Business Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the

Company’s 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 by

January 22, 2026 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association)

with respect to dividend and/or interest earned on the funds held in the Trust Account that may be released to the Company to pay the

Company’s tax obligation, if any, the proceeds from the IPO and the sale of the Private Placement Units that are deposited and held

in the Trust Account will not be released from the Trust Account until the earliest to occur of (i) the completion of the Company’s

initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to

amend the Company’s 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

by January 22, 2026 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association)

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

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distributions with respect to public rights or private placement rights, which will expire worthless if the Company fails to complete

its initial Business Combination by January 22, 2026.

its initial Business Combination by January 22, 2026, unless the Company extends such period by amending and restating its Amended and

Restated Memorandum and Articles of Association.

Going Concern Consideration

As of March 31, 2025, the Company had $ 894,161

As of June 30, 2025, the Company had $ 761,463

cash and a working capital of $ 719,917 .

The Company has incurred and expects to continue to incur significant costs to remain as a publicly traded company and to incur significant

transaction costs in pursuit of the consummation of a Business Combination.

The Company does not believe it will need to raise additional

funds in order to meet the expenditures required for operating its business.

However, if the Company’s estimate of the costs of

identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount

necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated

to redeem a significant number of the Company’s public shares upon completion of its Business Combination, in which case the Company

may issue additional securities or incur debt in connection with such Business Combination.

The Company has incurred and expects to continue to incur significant costs to remain as a publicly

traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.

The Company does not

believe it will need to raise additional funds in order to meet the expenditures required for operating its business.

However, if the

Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business

Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business

prior to the initial Business Combination.

Moreover, the Company may need to obtain additional financing either to complete its Business

Combination or because it becomes obligated to redeem a significant number of the Company’s public shares upon completion of its

Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

In connection with the Company’s assessment

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and worldwide.

As a result of these circumstances and the ongoing Russia/Ukraine,

Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the

operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely

As a result of these circumstances and the ongoing

Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination,

or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely

In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt

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of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included.

results for the three months ended March 31, 2025 are not necessarily indicative of results that may be expected through December 31,

results for the three and six months ended June 30, 2025 are not necessarily indicative of results that may be expected through December

31, 2025 or for any future periods.

These financial statements should be read in conjunction with the Company’s 2024 Annual Report on

Form 10-K as filed with the SEC on March 31, 2025.

The accompanying condensed balance sheet as of December 31, 2024 has been derived from

the audited balance sheet included in the Form 10-K.

These financial statements should be read in conjunction with the Company’s 2024 Annual Report

on Form 10-K as filed with the SEC on March 31, 2025.

The accompanying condensed balance sheet as of December 31, 2024 has been derived

from the audited balance sheet included in the Form 10-K.

Emerging Growth Company Status

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

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

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

the Company had $ 761,463 and $0 in cash, respectively, and none in cash equivalents for both periods.

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impact on the Company’s financial condition, results of operations, and cash flows.

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

the Company has not experienced losses on these accounts.

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

Company has not experienced losses on these accounts.

Demand Deposit in Trust Account

Upon closing of the IPO, the Company invested the proceeds into an

interest-bearing demand deposit account, which comprised the entire balance of the Trust Account as of March 31, 2025 and earned $ 403,733

of interest income during that period.

Upon closing of the IPO, the Company invested

the proceeds into an interest-bearing demand deposit account, which comprised the entire balance of the Trust Account as of June 30, 2025

and earned $ 614,514 and $ 1,018,247 of interest income during the three and six months ended June 30, 2025, respectively.

Offering Costs Associated with the IPO

Offering costs were $ 1,587,534 consisting principally of underwriting,

legal and other expenses incurred through the balance sheet date that were related to the IPO and were charged to shareholders’

Offering costs were $ 1,587,534 consisting principally

of underwriting, legal and other expenses incurred through the balance sheet date that were related to the IPO and were charged to shareholders’

equity upon the completion of the IPO.

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Net income (loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of

FASB ASC 260, Earnings Per Share.

The unaudited condensed statements of operations include a presentation of income (loss) per redeemable

share and income (loss) per non-redeemable share following the two-class method of income per share because redemption of the redeemable

shares is not at fair value pursuant to the guidance in ASC 480-10-S99.

Net (loss) income per ordinary share is computed by dividing net

income by the weighted-average number of ordinary shares outstanding during the period.

The Company has elected to treat only the portion

of the periodic adjustment to the carrying amount of the redeemable shares that reflects a redemption in excess of fair value like a dividend.

As such, income or loss allocable to each class of ordinary share is not adjusted for the accretion of carrying value to redemption value.

The Company complies with accounting and disclosure

requirements of FASB ASC 260, Earnings Per Share.

The unaudited condensed statements of operations include a presentation of income (loss)

per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share because redemption

of the redeemable shares is not at fair value pursuant to the guidance in ASC 480-10-S99.

Net (loss) income per ordinary share is computed

by dividing net income by the weighted-average number of ordinary shares outstanding during the period.

The Company has elected to treat

only the portion of the periodic adjustment to the carrying amount of the redeemable shares that reflects a redemption in excess of fair

value like a dividend.

As such, income or loss allocable to each class of ordinary share is not adjusted for the accretion of carrying

value to redemption value.

The calculation of diluted income per ordinary

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is contingent upon the occurrence of future events.

As of March 31, 2025, the Company did not have any dilutive securities or other contracts

As of June 30, 2025, the Company did not have any dilutive securities or other contracts

that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company.

diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

The net income (loss) per share presented

in the unaudited condensed statements of operations is based on the following:

The net income (loss) per share presented in the

unaudited condensed statements of operations is based on the following:

Three Months Ended

March 31,2025

June 30, 2025

Three Months Ended

June 30, 2024

Non-redeemable

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

Basic and diluted weighted average shares outstanding

1,500,000 (1)

Basic and diluted net income (loss) per ordinary share

Six Months Ended

June 30, 2025

For the Period from

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(Inception) Through

March 31, 2024

June 30, 2024

Non-redeemable

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Basic and diluted net income (loss) per ordinary share

shares have been retroactively restated to reflect the Sponsor’s forfeiture of 225,000 Founder Shares on March 10, 2025 for no

consideration as the underwriters of the IPO did not exercise the over-allotment option.

(1) Ordinary shares have been retroactively

restated to reflect the Sponsor’s forfeiture of 225,000 Founder Shares on March 10, 2025 for no consideration as the underwriters

of the IPO did not exercise the over-allotment option.

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 Measurement” (“ASC 820”), approximates the

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

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement” (“ASC 820”),

approximates the carrying amounts represented in the accompanying unaudited condensed balance sheet, primarily due to their short-term

The Company applies ASC 820, which establishes

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in the IPO were issued with other freestanding instruments (i.e., share rights), the initial carrying value of ordinary shares classified

as temporary equity will be 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.

as temporary equity was allocated to the proceeds determined in accordance with ASC 470-20.

If it is probable that the equity instrument

will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the

date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption

date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount

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

The Company has elected to recognize the changes

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or in absence of retained earnings, additional paid-in capital).

Accordingly, as of March 31, 2025, ordinary shares

Accordingly, as of June 30, 2025, ordinary shares

subject to possible redemption are presented at redemption value as temporary equity, outside of permanent shareholders’ equity

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Accretion of carrying value to redemption value

Ordinary shares subject to possible redemption – March 31, 2025

Ordinary shares subject to possible redemption – June 30, 2025

The Company accounts for the Public Rights and

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

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

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

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Stock-based Compensation

The Company recognizes compensation costs resulting from the issuance

of stock-based awards to directors as an expense in the financial statement over the requisite service period based on a measurement of

fair value for each stock-based award.

The fair value is amortized as compensation cost on a straight-line basis over the requisite service

period of the awards.

The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair value of the estimated

stock price of the Company, expected life of shares, the expected volatility and the expected risk-free interest rate, among others.

assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside

the control of the Company.

The Company recognizes compensation costs resulting

from the issuance of stock-based awards to directors as an expense in the financial statement over the requisite service period based

on a measurement of fair value for each stock-based award.

The fair value is amortized as compensation cost on a straight-line basis over

the requisite service period of the awards.

The Black-Scholes-Merton option-pricing model includes various assumptions, including the

fair value of the estimated stock price of the Company, expected life of shares, the expected volatility and the expected risk-free interest

rate, among others.

These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market

conditions generally outside the control of the Company.

Recent Accounting Pronouncements

Management does not believe that any other recently

Management does not believe that any recently

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

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Founder Shares

On March 21, 2024, the Sponsor acquired 1,437,500 ordinary shares (the

“Founder Shares”) for an aggregate purchase price of $ 25,000 , or approximately $ 0.0174 per share.

On July 25, 2024 and December

20, 2024, the Company amended the Securities Purchase Agreement which allowed the Sponsor to increase the purchase of Founder Shares from

1,437,500 to 1,725,000 shares for $ 25,000 , or $ 0.0145 per share;

including an aggregate of up to 225,000 ordinary shares subject to forfeiture

if the over-allotment option is not exercised in full or in part by the underwriters.

On March 10, 2025, the Sponsor forfeited 225,000

Founder Shares for no consideration as the underwriters of the IPO did not exercise the over-allotment option, with such forfeiture being

reflected retroactively in the accompanying financial statements.

As of March 31, 2025, the Sponsor holds 1,698,290 Ordinary Shares in

total, including 1,464,000 Founder Shares and 234,290 Ordinary Shares included in the Private Units.

On January 22, 2025, the effective date of the registration statement

of the IPO, the Sponsor transferred an aggregate of 36,000 of its Founder Shares, or 12,000 each to its three independent directors for

their board service, for nominal cash consideration, of $ 522 .

The fair value of the transfer of the 36,000 Founder Shares was accounted

for as compensation under ASC 718.

On January 22, 2025, the Company recognized a stock-based compensation expense of $ 61,478 based on

the total estimated fair value of the 36,000 Founder Shares.

On March 21, 2024, the Sponsor acquired 1,437,500

ordinary shares (the “Founder Shares”) for an aggregate purchase price of $ 25,000 , or approximately $ 0.0174 per share.

July 25, 2024 and December 20, 2024, the Company amended the Securities Purchase Agreement which allowed the Sponsor to increase the purchase

of Founder Shares from 1,437,500 to 1,725,000 shares for $ 25,000 , or $ 0.0145 per share;

including an aggregate of up to 225,000 ordinary

shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

2025, the Sponsor forfeited 225,000 Founder Shares for no consideration as the underwriters of the IPO did not exercise the over-allotment

option, with such forfeiture being reflected retroactively in the accompanying financial statements.

As of June 30, 2025, the Sponsor

holds 1,698,290 Ordinary Shares in total, including 1,464,000 Founder Shares and 234,290 Ordinary Shares included in the Private Units.

On January 22, 2025, the effective date of the

registration statement of the IPO, the Sponsor transferred an aggregate of 36,000 of its Founder Shares, or 12,000 each to its three independent

directors for their board service, for nominal cash consideration, of $ 522 .

The fair value of the transfer of the 36,000 Founder Shares

was accounted for as compensation under ASC 718.

On January 22, 2025, the Company recognized a stock-based compensation expense of $ 61,478

based on the total estimated fair value of the 36,000 Founder Shares.

On March 20, 2025, in connection with the appointment

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(ii) subsequent to a Business Combination, the date on which the closing price of the ordinary shares equals or exceeds $ 12.00 per share

(as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days

within any 30 -trading day period commencing at least 90 days after the initial Business Combination, and at or before 5:00 p.m., New

York City local time, on the earlier of the liquidation of the Company’s Trust Account in the event the Company has not completed

a Business Combination within the required time periods and January 22, 2030, five years from the effective date of the Registration

Statement on Form S-1 filed with the U.S.

Securities and Exchange Commission, but not thereafter, to subscribe for, purchase and receive,

in whole or in part, up to 12,000 ordinary shares, par value $ 0.0001 per share, currently held by the Sponsor, acquired by the Sponsor

from the Company prior to the completion of the IPO.

The Founder Shares are identical to the ordinary

shares included in the Units being sold in the IPO, and holders of Founder Shares have the same shareholder rights as public shareholders,

except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, and (ii) the Sponsor,

officers and directors of the Company have entered into a letter agreement with the Company, pursuant to which they have agreed (A) to

waive their redemption rights with respect to the Founder Shares, private placement shares and public shares in connection with the completion

of its initial Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to

the Founder Shares and private placement shares if the Company fails to complete its initial Business Combination by January 22, 2026,

although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the

Company fails to complete its initial Business Combination within such time period and (iii) the Founder Shares and private placement

shares are subject to registration rights.

If the Company submits its initial Business Combination to its public shareholders for a vote,

the Sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement

entered into with the Company, to vote any Founder Shares and private placement shares held by them and any public shares purchased during

or after the IPO in favor of the Company’s initial Business Combination.

(as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within

any 30 -trading day period commencing at least 90 days after the initial Business Combination, and at or before 5:00 p.m., New York City

local time, on the earlier of the liquidation of the Company’s Trust Account in the event the Company has not completed a Business

Combination within the required time periods and January 22, 2030, five years from the effective date of the Registration Statement on

Form S-1 filed with the U.S.

Securities and Exchange Commission, but not thereafter, to subscribe for, purchase and receive, in whole

or in part, up to 12,000 ordinary shares, par value $ 0.0001 per share, currently held by the Sponsor, acquired by the Sponsor from the

Company prior to the completion of the IPO.

Founder Shares are identical to the ordinary shares included in the Units being sold in the IPO, and holders of Founder Shares have the

same shareholder rights as public shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described

in more detail below, and (ii) the Sponsor, officers and directors of the Company have entered into a letter agreement with the Company,

pursuant to which they have agreed (A) to waive their redemption rights with respect to the Founder Shares, private placement shares and

public shares in connection with the completion of its initial Business Combination and (B) to waive their rights to liquidating distributions

from the Trust Account with respect to the Founder Shares and private placement shares if the Company fails to complete its initial Business

Combination by January 22, 2026 ( unless the Company extends

the Business Combination period), although they will be entitled to liquidating distributions from the Trust Account with respect to any

public shares they hold if the Company fails to complete its initial Business Combination within such time period and (iii) the Founder

Shares and private placement shares are subject to registration rights.

If the Company submits its initial Business Combination to its

public shareholders for a vote, the Sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant

to the terms of a letter agreement entered into with the Company, to vote any Founder Shares and private placement shares held by them

and any public shares purchased during or after the IPO in favor of the Company’s initial Business Combination.

The Sponsor has agreed not to transfer, assign

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insiders, officers and directors or their affiliates, if any, have not been determined and no written agreements exist with respect to

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

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

Company had no borrowings under the Working Capital Loans or the extension convertible notes.

Administrative Support Services

Commencing on the effective date of the registration

statement of the IPO (January 22, 2025), the Company agreed to pay the Sponsor a total of $ 10,000 per month for office space, utilities

and secretarial and administrative support.

Upon completion of its initial Business Combination or its liquidation, the Company will cease

paying these monthly fees.

The Company incurred $ 20,000 and $ 0 for the three months ended March 31, 2025 and for the period from January

18, 2024 (inception) to March 31, 2024, respectively, of which $ 10,000 and $ 0 was included in the amount due to a related party as of

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

Commencing on the effective date of the registration statement of the

IPO (January 22, 2025), the Company agreed to pay the Sponsor a total of $ 10,000 per month for office space, utilities and secretarial

and administrative support.

Upon completion of its initial Business Combination or its liquidation, the Company will cease paying these

monthly fees.

The Company incurred $ 30,000 and $ 50,000 for the three and six months ended June 30, 2025, respectively, of which $ 20,000

were included in the accounts payable and accrued expenses as of June 30, 2025.

The Company did not incur any administrative fees during

fiscal year 2024.

Note 6 — Commitments and

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210,000 Representative Shares to the underwriter with a fair value of $ 361,000 .

Note 7 — Shareholders’ Equity

Preferred Shares — The Company is authorized to issue 10,000,000 shares of preferred 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

As of March 31, 2025 and December 31, 2024, there were no preferred shares issued or outstanding.

Shares — The Company is authorized to issue 500,000,000 ordinary shares with $ 0.0001 par value.

March 21, 2024, the Company issued 1,437,500 Founder Shares to the Sponsor for an aggregate purchase price of $ 25,000 , or

approximately $ 0.0174 per share.

On July 25, 2024 and December 20, 2024, the Company amended the Securities Purchase

Agreement which allowed the Sponsor to increase the purchase of ordinary shares from 1,437,500 to 1,725,000 shares for $ 25,000 , or

$ 0.0145 per share;

including an aggregate of up to 225,000 ordinary shares subject to forfeiture if the over-allotment option is not

exercised in full or in part by the underwriters.

As of March 31, 2025 and December 31, 2024, there were 1,944,290 and 1,500,000

ordinary shares issued and outstanding, respectively, which retroactively reflects the forfeiture of 225,000 ordinary shares because

the over-allotment option was not exercised in full or in part by the underwriters.

Note 7 — Shareholders’

Preferred Shares — The

Company is authorized to issue 10,000,000 shares of preferred share, $ 0.0001 par value, with such designations, voting

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

As of June 30, 2025

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

Ordinary Shares — The

Company is authorized to issue 500,000,000 ordinary shares with $ 0.0001 par value.

On March 21, 2024, the Company issued 1,437,500

Founder Shares to the Sponsor for an aggregate purchase price of $ 25,000 , or approximately $ 0.0174 per share.

On July 25, 2024

and December 20, 2024, the Company amended the Securities Purchase Agreement which allowed the Sponsor to increase the purchase of ordinary

shares from 1,437,500 to 1,725,000 shares for $ 25,000 , or $ 0.0145 per share;

including an aggregate of up to 225,000 ordinary shares subject

to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

As of June 30, 2025 and December 31,

2024, there were 1,944,290 and 1,500,000 ordinary shares issued and outstanding, respectively, which retroactively reflects the forfeiture

of 225,000 ordinary shares because the over-allotment option was not exercised in full or in part by the underwriters.

On January 22, 2025, the Sponsor transferred an

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Sponsor and each of the independent director nominees on November 8, 2024 and further amended on December 20, 2024.

Each holder of a right will receive one-seventh (1/7) of one ordinary

share upon consummation of its initial Business Combination, even if the holder of such right redeemed all ordinary shares held by it

in connection with the initial Business Combination.

No additional consideration will be required to be paid by a holder of rights in

order to receive its additional shares upon consummation of an initial Business Combination, as the consideration related thereto has

been included in the unit purchase price paid for by investors in the IPO and the Private Placement.

If the Company enters into a definitive

agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for

the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on

an as-converted into ordinary share basis, and each holder of a right will be required to affirmatively convert its rights in order to

receive one-seventh (1/7) of one share underlying each right (without paying any additional consideration) upon consummation of the Business

As of March 31, 2025, there were 6,000,000 Public Rights and 234,290 Private Rights outstanding, which can be converted into

a total of 890,612 ordinary shares.

Each holder of a right will receive one-seventh

(1/7) of one ordinary share upon consummation of its initial Business Combination, even if the holder of such right redeemed all

ordinary shares held by it in connection with the initial Business Combination.

No additional consideration will be required to be paid

by a holder of rights in order to receive its additional shares upon consummation of an initial Business Combination, as the consideration

related thereto has been included in the unit purchase price paid for by investors in the IPO and the Private Placement.

If the Company

enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement

will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in

the transaction on an as-converted into ordinary share basis, and each holder of a right will be required to affirmatively convert its

rights in order to receive one-seventh (1/7) of one share underlying each right (without paying any additional consideration) upon consummation

of the Business Combination.

As of June 30, 2025, there were 6,000,000 Public Rights and 234,290 Private Rights outstanding, which can

be converted into a total of 890,612 ordinary shares.

The shares issuable upon conversion of the Public

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Note 8 — Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards

for companies to report in their financial statements information about operating segments, products, services, geographic areas, and

major customers.

Operating segments are defined as components of an enterprise for which separate financial information is available

that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and

assess performance.

ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statements information about operating segments, products, services,

geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial

information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how

to allocate resources and assess performance.

The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment

Disclosures, in the accompanying financial statements on a retrospective basis.

to Reportable Segment Disclosures, in the accompanying financial statements on a retrospective basis.

The Company’s chief operating decision maker

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For the Three Months

January 18, 2024 (Inception) Through March 31,

For the Three Months

the Six Months

General and administrative expenses

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These expenses are monitored to manage and forecast cash available to complete a business combination within the required

Interest earned on demand deposit in Trust Account are reviewed to measure and monitor shareholder value and determine the most

Interest earned on demand deposit in Trust Account is reviewed to measure and monitor shareholder value and determine the most

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

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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