Copley Acquisition Corp 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Co-Chief Executive Officers and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. 25 We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Report on Internal Controls Over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 26 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers Name Age Title Francis Chi Yin Ng 40 Co-Chief Executive Officer, Director Chibo Tang 40 Co-Chief Executive Officer, Director Menghan “Henry” Zhang 39 Chief Financial Officer, President, Director Tok Li 41 Chief Legal Officer Chun Kit Chu 41 Chief Marketing Officer Jean-Baptiste Djebbari 44 Director Rebecca Fannin 71 Director Dr. Y. Shirley Meng 49 Director Bob Whitsitt 70 Director Francis Chi Yin Ng has served as our Co-Chief Executive Officer since December 3, 2024, and as a member of the board of directors since December 19, 2024. Mr. Ng has over 18 years of fixed income/credit investment experience in Hong Kong, Singapore, South Korea, Mainland China, Australia, the United Kingdom, and the United States. He has invested over $1 billion of debt and equity capital over different types of transaction such as property investment, development project, pre-IPO investment, bridge loan, mezzanine debt and distressed asset, non-performing loan, and asset portfolio acquisition. Since 2018, Mr. Ng has served as the Chief Investment Officer at Pacific Aegis Capital Management Group (PACM), a global real estate private credit investment management firm specialize in distressed real assets investments in developed markets. Prior to founding PACM, Mr. Ng served as the Asia Credit Opportunities Fund Portfolio Manager at an international hedge fund, Vice President and Deputy Portfolio Manager at Tianli Financial Holdings from 2016 to 2018, Vice President at Softbank Investment (SBI) from 2014 to 2016, Assistant Vice President at Syz Asset Management from 2012 to 2014, Associate at JPMorgan Asset Management from 2011 to 2012, and Associate with Fixed Income, Commodities and Currencies Division at UBS AG Hong Kong. Mr. Ng obtained his Master of Business Administration from the Hong Kong University of Science and Technology in Hong Kong and his Bachelor of Business Administration in Airport Management and Bachelor of Science in Aeronautics from the University of North Dakota in the United States. He is currently a 3rd year doctoral student of the Doctor of Business Administration programme at the Hong Kong University of Science and Technology and is expected to graduate in 2026. Mr. Ng is a Fellow Certified Management Accountant, a Fellow of the Institute of Financial Accountants, and a Fellow of the Institute of Public Accountants. Mr. Ng was the President and Chief Financial Officer of Black Spade Acquisition Co from March 2021 to August 2023 when it merged with Vinfast, a leading Vietnamese automaker and the first Vietnamese business to list in the U.S. by way of a $23 billion business combination, which now trades on the Nasdaq under the symbol “VFS.” As Chief Financial Officer, Mr. Ng oversaw the preparation of periodic financial reports of Black Spade Acquisition Co, which raised approximately $170 million in its initial public offering on the New York Stock Exchange. Chibo Tang has served as our Co-Chief Executive Officer since December 3, 2024 and became a member of the board of directors following our initial public offering. 27 Mr. Tang has served as a Managing Partner of Gobi Partners, a leading early-stage venture capital firm in Asia with $1.6 billion AUM since July 2012. Mr. Tang is a well-recognized tech investor in the region, featured in the June 2023 cover edition of Tatler Hong Kong, and named to Tatler Asia’s Most Influential List in 2021 and 2023, China LP Club’s Top 20 Most Influential GP of the Year 2023, and Global Corporate Venturing Top 10 Emerging Leader in 2020 to name a few. Mr. Tang joined Gobi in 2009 and has been investing in tech startups for over 15 years. He now leads Gobi’s Greater Bay Area (GBA) practice based out of Hong Kong and manages multiple funds in the region. To date, he has invested over $200 million in numerous portfolio companies, which include unicorns such as global payments and financial platform Airwallex, blockchain gaming and NFT giant Animoca Brands, leading autonomous driving company AutoX, financial technology company and virtual bank Welab, and global e-commerce and digital supply chain platform Xingyun Group. Prior to Gobi, Mr. Tang started his career at Monitor Group as a management consultant based in China where he worked on various projects across the APAC region including in the Philippines, Thailand, Singapore, and the Middle East. He also spent time at The Bosch Group as Senior Manager of Corporate Strategy in Asia Pacific, where he worked on business and strategy development for the company in China. Mr. Tang received his Bachelor of Arts degree in Applied Mathematics and Economics from Harvard College and received his Master of Business Administration in Finance from China Europe International Business School (CEIBS). Mr. Tang has been featured and quoted by leading financial media including Forbes, Bloomberg, Financial Times, New York Times, CNBC, South China Morning Post, DealStreetAsia, Asia Venture Capital Journal, and Hong Kong Economic Journal, amongst many others. He is also a regular columnist contributor for Capital Magazine in Hong Kong, writing on the latest investment trends in the region. Menghan “Henry” Zhang has served as our Chief Financial Officer and President since December 19, 2024, and has served as a member of the board of directors since our initial public offering. Since May 2021, Mr. Zhang has served as is the President and Managing Partner of Hermitage Capital, a tech focused global private equity firm with over $1 billion AUM. Mr. Zhang was named Forbes China’s “Venture Capital 100” in 2023, Forbes China’s “Top 100 Most Influential Chinese Elites” in 2023 and “36 under 36 Investors” by 36Kr. Mr. Zhang led Hermitage Capital’s investments into global technology leaders, including large language model companies, autonomous driving solution provider Horizon Robotics, AI smart manufacturing provider SmartMore, AI drug discovery company XTalPi, LiDAR provider Seyond, computational storage solution provider ScaleFlux, solid-state EV battery provider Factorial Energy, Web3 DeFi company ConsenSys, distributed SQL database provider PingCAP, etc. Prior to Hermitage Capital, Mr. Zhang spent 11 years as an investment banker, holding various senior positions including Executive Director and Head of China Enterprise Technology Investment Banking at J.P. Morgan from December 2018 to February 2021, Vice President and Operating Officer at China Investment Banking at Morgan Stanley from August 2014 to December 2018, and Associate Director of Asia-Pacific Investment Banking Department at UBS from July 2010 to July 2014. During his investment banking career, Mr. Zhang has completed over 60 deals with combined transaction value of over $60 billion. Mr. Zhang attended Owner/President Management Program at Harvard Business School. He has completed Executive Leadership Development Program at Stanford Graduate School of Business. Mr. Zhang received his Bachelor of Business Management (major in Finance) and Bachelor of Science in Economics from Singapore Management University with Magna Cum Laude. Mr. Zhang has been featured and quoted by leading financial media including Wall Street Journal, Financial Times, Reuters and South China Morning Post. He is also a frequent speaker at global conferences including Future Investment Initiative (FII), Harvard College China Forum, Hong Kong Stock Exchange Future Tech Summit, Arab-China Business Conference as well as leading universities including Harvard, Yale, Stanford, MIT, University of Pennsylvania, Shanghai Jiao Tong University on topics related to technology investment. 28 Tok Li has served as our Chief Legal Officer since December 19, 2024. Since November 2022, Mr. Li has served as the Head of Legal and Managing Director at PACM and is responsible for the legal affairs of the Group. Prior to joining PACM, Mr. Li was a counsel between May 2022 to October 2022, Senior Managing Associate between May 2019 to April 2022, Managing Associate from May 2016 to April 2019, and Associate from February 2015 to May 2016 at international law firm Bird & Bird. During his seven-plus years at Bird & Bird, he was involved in a broad range of corporate finance work including initial public offerings and public company takeovers. After an IPO or takeover, he continued to advise clients on secondary debt and equity issues, Listing Rules compliance, corporate governance, and regulatory investigations. Mr. Li was qualified as a solicitor in Hong Kong in 2009 and in England and Wales in 2012. Prior to Bird & Bird, he was an associate at international law firm King & Wood Mallesons from October 2009 to January 2015. Throughout his career, he also advised clients on a number of cross-border mergers and acquisitions, joint ventures and corporate restructurings, and on various equity or debt financing transactions. Mr. Li obtained his Bachelor of Laws and PCLL at The University of Hong Kong in 2006 and 2007, respectively. Chun Kit Chu , who has served as our Chief Marketing Officer since December 19, 2024, has more than 16 years’ experience in private equity and portfolio management in Hong Kong SAR (Special Administrative Region), Mainland China, Singapore and United States. He has served as a Managing Director at Hermitage Capital since May 2022 and has been involved in private equity transactions over $100 million in deep technology space such as artificial intelligence, electric vehicle and semiconductor. Before joining Hermitage Capital, Mr. Chu was responsible in managing over $500 million of portfolio constituted by different asset class such as equity, fixed income, currency, commodity and alternative investment in his previous capacity such as Director at UBS Securities (China) between April 2020 and April 2022 and Investment Consultant at J.P.Morgan Chase Private Bank between September 2011 and December 2013. Prior to UBS, Mr. Chu served as analyst at the prime brokerage department at Merrill Lynch between September 2009 and September 2011 where he was responsible for covering a range of equity finance products across Asia market and working closely with lending team to develop synthetic and securities lending offering for hedge fund clients. Besides working in globally renowned financial institutions, Mr. Chu was the co-founder of Movieseek Media where he was responsible of leading the fund raising, finance and accounting team between January 2014 and December 2019. Mr. Chu obtained his Bachelor of Business Administration in Finance and Economics at Hong Kong University of Science and Technology. He is a certified Financial Risk Manager. Jean-Baptiste Djebbari has served on our board of directors since our initial public offering and has a track record of excellence in the fields of aviation, transportation, and energy. He started his career as an airline pilot before gaining executive positions in air carriers and, while serving as the French Minister of Transports, focused on developing sustainable aviation fuels. Mr. Djebbari previously served as a member of the French Parliament from June 2017 to September 2019. In 2019, he was appointed to the French government, served as Secretary of State for Transport from September 2019 to July 2020, and as Minister for Transport from July 2020 to May 2022. As Minister of Transports, he focused on the modernization of the rail system, decarbonization of the automotive and aviation sectors, and the development of satellite capability for transport, and he created the Advanced research agency for Transport (Agence d’innovation dans les Transports) to work on breakthrough technologies in the fields of mobility and logistics. After politics, Mr. Djebbari served as the executive Chairman of Hopium, a French start-up that develops hydrogen fuel-cell systems and vehicles, where he restructured the company’s strategy, developed plans for industrialization, optimized the company’s workforce, and developed key partnerships, from June 2022 through March 2023. Since February 2023, Mr. Djebbari has served as Managing Partner of Magellim Group’s infrastructure business, a fund dedicated to the financing of infrastructures in the fields of green energy, decarbonized mobility, and resource preservation. 29 Mr. Djebbari also serves on the boards of several companies in the aerospace sector, including E-SPACE (since June 2023) and Look Up Space (advisory board member since June 2023), and advises several companies and funds with a focus on industrialization and international development. He has also invested in start-ups in the field of mobility. Mr. Djebbari graduated from Ecole Nationale de l’Aviation Civileand Ecole Polytechnique. He was also an auditor of the Institute of Advanced Studies of national defense from 2022 to 2023 and is Air Force colonel of the French army reserve. We believe Mr. Djebbari is qualified to serve on our board of directors due to his experience serving in leadership positions and knowledge of the technology sector. Dr. Y. Shirley Meng has served on our board of directors since our initial public offering and has served as the Liew Family Professor of the Pritzker School of Molecular Engineering at the University of Chicago since January 2022. In connection with her professorship at the University of Chicago, Dr. Meng is the principal investigator of the research group - Laboratory for Energy Storage and Conversion (LESC), through which several startup companies have formed and spun out, including South 8 Technologies (established in 2017, focusing on LiGas ® electrolytes for safety and performance), UNIGRID Battery (established in 2020, focusing on high energy safe sodium batteries), and ExPost Technologies (established in 2022, focusing on PRIME Ò direct recycling of lithium-ion batteries). She is the author and co-author of more than 320 peer-reviewed journal articles, 2 book chapters and over 20 issued and pending patents. Dr. Meng is a world leader in materials science for energy storage. Among her contributions are discoveries of novel electrolyte/electrode materials and solid-state superionic conductors for both lithium and sodium batteries. Dr. Meng pioneered the use of cryogenic microscopy for battery materials and invented a few characterization tools such as titration gas chromatography (TGC) for quantifying “dead” lithium batteries, which significantly enhances the safety of lithium metal battery. Her work has transformed the ways we can design and manipulate energy storage materials for batteries. Dr. Meng is a Fellow of Electrochemical Society (FECS), Fellow of Materials Research Society (FMRS) and Fellow of American Association for the Advancement of Science (AAAS). She has served as the Chief Scientist for Energy Storage Science at Argonne National Laboratory and director of the Energy Storage Research Alliance since January 2022. Dr. Meng is also the director of Energy Storage Research Alliance (ESRA), an innovation hub funded in 2024 by US Department of Energy, Office of Science. Dr. Meng served in various professorship roles at the University of California San Diego between November 2009 and January 2021 and serves as a scientific advisory board member for several startups and public companies, including Advano, Ensurge Micropower, SES and Shell. We believe Dr. Meng is qualified to serve on our board of directors due to her extensive scientific knowledge and experience serving as a scientific advisory board member. Rebecca Fannin has served on our board of directors since our initial public offering and is an international business journalist, author, and media entrepreneur. In 2010, Ms. Fannin founded Silicon Dragon Ventures, an online media and events group focused on startups and venture capital which she still leads today. Ms. Fannin has also served as a special contributor to CNBC, covering disruptive technology since January 2013. Ms. Fannin’s four books - Silicon Heartland, Silicon Dragon, Startup Asia, and Tech Titans of China - have been translated in 10 languages and favorably reviewed by the Wall Street Journal and the Financial Times, among others. Ms. Fannin has been represented by Leading Authorities since May 2010 and has presented at Brookings, Harvard, Carnegie Mellon, and Oxford, among others, and appeared on CNBC’s Squawk Box, BBC, CNN, and Bloomberg. As an international editor at Red Herring (March 1999 to February 2021) and AVCJ (March 2001 to December 2009) in, and as a columnist for Forbes from February 2010 to December 2019, Ms. Fannin followed the venture capital trail from Silicon Valley to Asia’s emerging markets and reported about the region’s entrepreneurial boom from Southeast Asia to India and Greater China. Ms. Fannin has covered many innovative global businesses and interviewed several visionary leaders for influential publications including Harvard Business Review. Ms. Fannin resides in New York City, where she is a member of the Overseas Press Club, and an adviser at a university-affiliated venture group. We believe Ms. Fannin is qualified to serve on our board of directors due to her extensive knowledge of the technology sector. 30 Bob Whitsitt has served on our board of directors since our initial public offering and is an attorney and best-selling author with more than 40 years of experience in professional sports management. In 2023, Mr. Whitsitt authored the book “Game Changer, An Insider’s Story of the Sonics’ Resurgence, the Trail Blazers’ Turnaround, and the Deal that Saved the Seahawks.” Since 2022, Mr. Whitsitt has sat on the independent board of Main Street Sports Group (formerly known as Diamond Sports Group), a leading provider of local sports programming in the United States. After receiving his juris doctor in 2021, Mr. Whitsitt established a law practice, where he offers negotiation, mediation and settlement services. From 2018 to 2021, Mr. Whitsitt served as Chief Sports Advisor of Wildcat Capital Management. Mr. Whitsitt spent 25 years in the NBA, including nine seasons as President and General Manager of the Portland Trail Blazers from 1994 to 2003 and eight seasons as President and General Manager of the Seattle Supersonics from 1986 to 1994. During his tenure, Mr. Whitsitt’s teams made the playoffs in 16 of 17 seasons and he was selected NBA Executive of the Year in 1994. From 1996 to 2005, Mr. Whitsitt served as President of the NFL’s Seattle Seahawks, during which time he negotiated the acquisition of the franchise and led a successful statewide referendum securing $300 million in public funding to build a new football/soccer stadium. In addition, he helped rebuild an organization that hadn’t made the playoffs for 10 years into a championship contender that made it to the Super Bowl in the 2005-2006 NFL season. Mr. Whitsitt received his juris doctor and graduated magna cum laude from Mitchell Hamline School of Law in 2021. Mr. Whitsitt also earned a Master of Arts in Sports Administration from Ohio State University in 1978, and a Bachelor of Science in Communication from the University of Wisconsin Stevens Point in 1977. Family Relationships There are no family relationships among executive officers and directors of the Company to disclose. Involvement in Certain Legal Proceedings During the last ten years, none of our officers, directors, promoters or control persons have been involved in any legal proceedings as described in Item 401(f) of Regulation S-K. Number and Terms of Office of Officers and Directors Our board of directors consists of 7 members. We only have one class of directors. Prior to our initial business combination, as long as there are Class B ordinary shares outstanding, holders of our founder shares will have the right to appoint all of our directors and remove members of the board of directors for any reason, and holders of our public shares will not have the right to vote on the appointment or removal of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by the affirmative vote of a majority of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by an ordinary resolution of our shareholders (or, prior to our initial business combination, an ordinary resolution approved by the holders of our founder shares). Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of, without limitation, a Chairman, Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the board of directors. 31 Committees of the Board of Directors We have three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described below. Subject to phase-in rules and a limited exception, NYSE rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and NYSE rules require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee We have established an audit committee of the board of directors. Mr. Djebbari, Ms. Fannin and Dr. Meng serve as members of our audit committee. Under NYSE listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Mr. Djebbari, Ms. Fannin and Dr. Meng each meet the independent director standard under NYSE’s listing standards and under Rule 10A-3(b)(1) of the Exchange Act, and Mr. Djebbari serves as chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Djebbari qualifies as an “audit committee financial expert” as defined in applicable SEC rules. The audit committee is responsible for: ● assisting board oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our independent registered public accounting firm’s qualifications and independence, and (iv) the performance of our internal audit function and independent registered public accounting firm; ● the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ● reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ● setting clear hiring policies for employees or former employees of the independent auditors; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ● obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; 32 ● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee We have established a compensation committee of the board of directors. The members of our compensation committee are Mr. Whitsitt and Ms. Fannin, and Mr. Whitsitt serves as chairman of the compensation committee. The compensation committee is responsible for: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Co-Chief Executive Officers’ compensation, evaluating our Co-Chief Executive Officers’ performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Co-Chief Executive Officers’ based on such evaluation; ● reviewing and approving the compensation of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NYSE and the SEC. Nominating and Corporate Governance Committee We have established a nominating and corporate governance committee of our board of directors. The members of our nominating and corporate governance are Mr. Whitsitt and Dr. Meng and Mr. Whitsitt serves as chairman of the nominating and corporate governance committee. 33 The nominating and corporate governance committee is responsible for: ● identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the board of directors; ● developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; ● coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and ● reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The charter provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. Compensation Committee Interlocks and Insider Participation None of our officers currently serve, or in the past year have served, (i) as a member of the compensation committee or board of directors of another entity, one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers served on our board of directors. Code of Business Conduct and Ethics We have adopted a code of ethics applicable to our directors, officers and employees (“Code of Ethics”) that complies with the rules and regulations of NYSE. The Code of Ethics codifies the business and ethical principles that govern all aspects of our business. A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: ● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ● duty to not improperly fetter the exercise of future discretion; 34 ● duty to exercise powers fairly as between different sections of shareholders; ● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ● duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience which that director has. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. In addition, members of our management team and our board of directors directly or indirectly own founder shares and/or placement units following our initial public offering, as set forth in “Principal Shareholders,” and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Each of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other unless such opportunity is expressly offered to such director or officer in their capacity as a director or officer of the company and the opportunity is one the company is legally and contractually permitted to undertake and would otherwise be reasonable for the company to pursue or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Accordingly, if any of the above directors or officers become aware of a business combination opportunity which is suitable for any of the above entities to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. Potential investors should also be aware of the following other potential conflicts of interest: ● None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. 35 ● In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see “— Directors and Officers.” ● Each of the holders of the founder shares and placement units has agreed that his, her or its founder shares and placement shares, as applicable, will be subject to transfer restrictions and that he, she or it will not sell or transfer such shares until the applicable forfeiture provisions no longer apply. Holders of founder shares and placement shares have agreed to waive their redemption rights with respect to their founder shares and placement shares, as applicable, (i) in connection with the consummation of a business combination, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window, or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-initial business combination activity and (iii) if we fail to consummate a business combination within the completion window or if we liquidate prior to the expiration of the completion window. Our sponsor, officers and directors have also agreed to waive their redemption rights with respect to any public shares held by them in connection with the consummation of a business combination and in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window, or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-initial business combination activity. However, our sponsor, officers and directors will be entitled to redemption rights with respect to any public shares held by them if we fail to consummate a business combination or liquidate within the completion window. To the extent our holders of founder shares or placement shares transfer any of these securities to certain permitted transferees, such permitted transferees will agree, as a condition to such transfer, to waive these same redemption rights. If we do not complete our initial business combination within the completion window, the portion of the proceeds of the sale of the placement units placed into the trust account will be used to fund the redemption of our public shares. There will be no redemption rights or liquidating distributions with respect to our founder shares, placement shares or placement warrants, which will expire worthless if we do not consummate an initial business combination within the completion window. Except as described under “Principal Shareholders — Transfers of Founder Shares and Placement Units”, the founder shares, placement units and their underlying securities will not be transferable, assignable or salable. ● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. ● Our officers, directors, shareholders or affiliates may be paid fees upon the successful completion of our initial business combination as described above. ● our sponsor and members of our management team directly or indirectly own our securities following our initial public offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. 36 ● In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. ● We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, any of the non-managing sponsor investors, or any of their respective affiliates, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors, the non-managing sponsor investors, or any of their respective affiliates; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. ● Our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. ● Our officers and directors will be compensated upon the closing of our initial business combination. As a result, our officers and directors may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if they were not to receive compensation upon the consummation of an initial business combination. The conflicts described above may not be resolved in our favor. Accordingly, as a result of multiple business affiliations, our officers, directors and director nominees may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Below is a table summarizing the entities to which our officers, directors and director nominees currently have fiduciary duties or contractual obligations: Individual (1) Entity Affiliation Francis Chi Yin Ng Pacific Aegis Capital Management Group Managing Director and Chief Investment Officer Chibo Tang Gobi Partners Managing Partner Menghan “Henry” Zhang Hermitage Capital President and Managing Partner Tok Li Pacific Aegis Capital Management Group Managing Director and Group General Counsel Chun Kit Chu Hermitage Capital Managing Director Jean-Baptiste Djebarri Magellim Group – Infrastructure Managing Partner Rebecca Fannin None Y. Shirley Meng None Bob Whitsitt Main Street Sports Group Board member (1) Each of the entities listed in this table may have priority and preference relative to our company with respect to the performance by each individual listed in this table of his obligations and the presentation by each such individual of business opportunities. 37 Accordingly, if any of the above officers or directors become aware of a business combination opportunity which is suitable for any of the above entities to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to complete our initial business combination, because, although many of the foregoing entities are involved in the financial services industry broadly defined, the specific industry focuses of a majority of these entities differ from our focus on financial technology businesses and the type or size of the transaction that such companies would most likely consider are of a size and nature substantially different than what we are targeting. Our sponsor or any of its affiliates may make additional investments in the company in connection with the initial business combination, although our sponsor and its affiliates have no obligation or current intention to do so. If our sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence our sponsor’s motivation to complete an initial business combination. In addition, until we consummate our initial business combination, affiliates of our sponsor, and our officers and directors may also participate in the formation of, or become an officer or director of, another special purpose acquisition company. In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed, pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and/or placement shares held by them (and their permitted transferees will agree), and any public shares purchased during or after our initial public offering, in favor of our initial business combination, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction. Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We will enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 38 Item 11. Executive Compensation. Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to any of our sponsor, officers or directors, or any of their respective affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account: (i) repayment of loans made to us prior to the date of our initial public offering by our sponsor to cover offering-related and organization expenses, (ii) repayment of loans that our sponsor, members of our management team or any of their respective affiliates may make to finance transaction costs in connection with an intended initial business combination (provided that if we do not consummate an initial business combination, we may use working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment), (iii) at the closing of our initial business combination, at the option of our board of directors, a customary advisory fee, finder’s fee and/or success fee, to a person or entity associated with certain of our officers and directors, in an amount that constitutes a market standard advisory fee for comparable transactions and services provided; and (iv) to reimburse for any out-of-pocket expenses related to identifying, investigation and completing an initial business combination. Our audit committee will review on a quarterly basis all payments made by us to our sponsor, officers or directors or any of their controlled affiliates. In consideration of services to be rendered to us, we and our sponsor have agreed to compensate our directors and officers upon the completion of an initial business combination and subject to the recipients continued service from our initial public offering through the closing of our initial business combination. Our independent directors shall receive a cash payment of $60,000 and our sponsor shall transfer to each independent director 24,000 founder shares. Additionally, our sponsor shall transfer the following number of founder shares to the individuals listed below: ● Francis Chi-Yin Ng (Co-Chief Executive Officer) – 200,000 founder shares ● Chibo Tang (Co-Chief Executive Officer) – 200,000 founder shares ● Menghan Zhang (Chief Financial Officer) – 100,000 founder shares ● Chun Kit Chu (Chief Marketing Officer) – 100,000 founder shares ● Tok Li (Chief Legal Officer) – 100,000 founder shares After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Equity Compensation Plan Information As of December 31, 2025, we do not have any equity compensation plans in place. 39 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of December 31, 2025. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this Annual Report. The beneficial ownership of our ordinary shares is based on 17,978,393 Class A ordinary shares and 5,750,000 Class B ordinary shares as of December 31, 2025. Name and Address of Beneficial Owner (1) Number of Class A Ordinary Shares Beneficially Owned Number of Founder Shares Beneficially Owned (2) Approximate Percentage of Total Voting Power Copley Acquisition Sponsors, LLC (our sponsor) (3) 555,893 5,750,000 26.57 % Francis Chi Yin Ng - - - Chibo Tang - - - Menghan “Henry” Zhang - - - Tok Li (3) 555,893 5,750,000 26.57 % Chun Kit Chu - - - Rebecca Fannin - - - Jean-Baptiste Djebbari - - - Y. Shirley Meng - - - Bob Whitsitt - - - All executive officers and directors as a group (9 individuals) (3) - - - Karpus Management, Inc. (4) 1,359,828 - 5.73 % Aristeia Capital, L.L.C. (5) 1,085,430 - 6.23 % W.R. Berkley Corporation and Berkley Insurance Company (6) 928,219 - 5.2 % (1) Unless otherwise noted, the business address of each of the persons and entities listed above is c/o Copley Acquisition Corp, Suite 4005-4006, 40/F, One Exchange Square, 8 Connaught Place, Central, Hong Kong. (2) Such shares will (unless otherwise provided in our initial business combination agreement) automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination and may be converted at any time prior to our initial business combination, at the option of the holder, on a one-for-one basis, subject to adjustment. (3) Shares are held by our sponsor, Copley Acquisition Sponsors, LLC, a Delaware limited liability company which is managed by Tok Li. The 555,893 Class A ordinary shares were issued to the Sponsor at the closing of the Company’s initial public offering and the full exercise of the underwriters’ over-allotment option as part of private placement units purchased by the Sponsor. The 5,750,000 Class B ordinary shares (founder shares) are automatically convertible into Class A ordinary shares upon consummation of the initial business combination and may be converted at any time prior to the business combination at the option of the holder, on a one-for-one basis, subject to certain adjustments. Tok Li is the sole managing member of the Sponsor and has voting and dispositive power with respect to the securities held of record by the Sponsor. The percentage is based on the aggregate total issued and outstanding ordinary shares of the Company, which include 17,978,393 Class A ordinary shares issued and outstanding and 5,750,000 Class B ordinary shares issued and outstanding. (4) Based on Schedule 13G filed on November 14, 2025. Karpus Management, Inc. (“Karpus”) is a registered investment adviser with sole voting and dispositive power over 1,359,828 shares beneficially owned by accounts managed by Karpus. Karpus is controlled by City of London Investment Group plc; however, effective informational barriers have been established between Karpus and City of London Investment Group plc such that voting and investment power over the subject securities is exercised by Karpus independently. The business address of Karpus is 183 Sully’s Trail, Pittsford, New York 14534. (5) Based on Schedule 13G filed on August 14, 2025. Aristeia Capital, L.L.C. has sole voting and dispositive power over 1,085,430 Class A ordinary shares. The business address of Aristeia Capital, L.L.C. is One Greenwich Plaza, Suite 300, Greenwich, CT 06830. (6) Based on Schedule 13G filed on August 8, 2025. W. R. Berkley Corporation and Berkley Insurance Company have shared voting and dispositive power over 928,219 Class A ordinary shares. The percentage calculation is based on 17,978,393 Class A ordinary shares outstanding as reported in the Company’s Form 10-Q filed June 13, 2025. The business address of each reporting person is 475 Steamboat Road, Greenwich, CT 06830. 40 Item 13. Certain Relationships and Related Transactions, and Director Independence. Founder Shares On December 3, 2024, the Sponsor received 5,750,000 of the Company’s Class B ordinary shares (“Founder Shares”) in exchange for $25,000 paid for deferred offering costs borne by the Sponsor. Up to 750,000 of such Founder Shares were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full. On May 2, 2025, the over-allotment option was exercised in full, resulting in no forfeiture of Founder Shares. Private Placement On May 2, 2025, the Company consummated the sale of 499,643 Private Placement Units at a price of $10.00 per Private Placement Unit for the first 67,500 Private Placement Units sold and at a price of $7.00 for each additional Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $3,700,000 to the Company. On May 2, 2025, with the closing of the full exercise of the over-allotment option, we completed the private sale of an aggregate of additional 56,250 Private Placement Units, at a purchase price of $7.00 per Private Placement Unit, generating gross proceeds of $393,750. Due to Related Party The Sponsor paid certain formation, operating or deferred offering costs on behalf of the Company. These amounts are due on demand and non-interest bearing. During the period from November 26, 2024 (inception) through May 2, 2025, the Sponsor paid $276,803 on behalf of the Company, of which $25,000 was paid in exchange for the issuance of Founder Shares and $251,803 was transferred into the Promissory Note. As of December 31, 2025 and 2024, the amount due to the related party was $0 and $72,773, respectively. Promissory Note - Related Party On December 3, 2024, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $700,000. On April 18, 2025, the Promissory Note was amended and restated, resulting in a reduction of the maximum aggregate principal amount to $525,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2025, or (ii) the consummation of the Initial Public Offering. After borrowing under the Promissory Note, the loans will be repaid upon completion of the Initial Public Offering out of the offering proceeds not held in the Trust Account. As of December 31, 2024, there were no amounts outstanding under the Promissory Note. On May 2, 2025, the $251,803 balance due to the Sponsor was transferred into the Promissory Note. On May 30, 2025, $105,194 of these borrowings were repaid using proceeds not held in the Trust Account, resulting in a balance of $146,609, which was transferred into a Working Capital Loan on June 12, 2025. Following the repayment and transfer, the Promissory Note was settled in full, resulting in no balance as of December 31, 2025, and no further borrowings are permitted under its terms. 41 Working Capital Loans In order to fund working capital deficiencies or finance transaction costs in connection with initial business combination, the Sponsor or an affiliate of the Sponsor or certain officers and directors may, but are not obligated to, loan the Company funds as may be required, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion (“Working Capital Loans”). In addition, the Sponsor or an affiliate of the Sponsor or certain officers and directors may loan the Company funds of up to $3,450,000 (assuming the underwriters exercise their over-allotment option, and no public shares have been redeemed at the time of each extension) to cover the cost of extension options to allow additional time to complete an initial business combination (“Extension Loans”). Such Working Capital Loans and Extension Loans may be convertible into units at a price of $7.00 per unit at the option of the lender at the time of the business combination. The units would be identical to the Private Placement Units and include one-half of one private warrant (each a “Working Capital Warrant” or “Extension Warrant”, respectively). If the Company does not complete an initial business combination, the Working Capital Loans and Extension Loans would be repaid out of funds not held in the Trust Account, and only to the extent available. Except for the foregoing, the terms of such Working Capital Loans and Extension Loans by the Sponsor or its affiliates, or officers and directors, if any, have not been determined and no written agreements exist with respect to such loans (except as disclosed below). As of December 31, 2024, no Working Capital Loans were outstanding. On June 12, 2025, the Company entered into a Working Capital Loan with the Sponsor, pursuant to which the Company may borrow up to $450,000. The Working Capital Loan is non-interest bearing and matures on the earlier of (i) the date on which the business combination is consummated and (ii) the Company’s liquidation and is subject to conversion into units (as disclosed above). On June 12, 2025, the $146,609 balance on the Promissory Note was transferred into the Working Capital Loan, resulting in a $146,609 balance outstanding as of December 31, 2025. As of December 31, 2025 and 2024, no Extension Loans were outstanding. Director Independence The rules of NYSE require that a majority of our board of directors be independent within one year of our initial public offering. Our board of directors has determined that each of Mr. Djebbari, Mr. Whitsitt and Ms. Fannin are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Item 14. Principal Accountant Fees and Services. The firm WithumSmith+Brown PC acts as our independent registered public accounting firm. The following is a summary of fees paid to WithumSmith+Brown PC for services rendered during the Company’s fiscal year ended December 31, 2025 (“FY 2025”) and December 31, 2024 (“FY 2024”). Audit Fees . Fees for services performed in review of the financial information included in our Quarterly Reports on Form 10-Q and this Annual Report on Form 10-K were $167,835 and $24,960 for FY 2025 and FY 2024, respectively. Tax Fees . During FY 2025, WithumSmith+Brown PC did not render services to us for tax compliance, tax advice or tax planning. WithumSmith+Brown PC performed passive foreign investment company (“PFIC”) tax services for FY 2024, and the related fee was $6,500. All Other Fees . During FY 2025 and FY 2024, no other services were provided by WithumSmith+Brown PC other than those set forth above. 42 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 100) F-2 Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for the Year Ended December 31, 2025 and for the Period from November 26, 2024 (inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ Deficit for the Year Ended December 31, 2025 and for the Period from November 26, 2024 (inception) through December 31, 2024 F-5 Statements of Cash Flow for the Year Ended December 31, 2025 and for the Period from November 26, 2024 (inception) through December 31, 2024 F-7 Notes to Financial Statements F-8 (2) Financial Statement Schedules: All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable. (3) Exhibits The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report on Form 10-K. 43 EXHIBIT INDEX Exhibit No. Description 1.1* Underwriting Agreement, dated April 30, 2025, by and between the Company and Clear Street LLC, as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Company’s Current Report filed on Form 8-K (File No. 001-42622) filed with the Securities and Exchange Commission on May 6, 2025). 3.1* Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement filed on Form S-1, as amended (File No. 333-283972) filed with the Securities and Exchange Commission on April 23, 2025). 3.2* Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report filed on Form 8-K (File No. 001-42622) filed with the Securities and Exchange Commission on May 6, 2025). 4.1* Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement filed on Form S-1, as amended (File No. 333-283972) filed with the Securities and Exchange Commission on April 23, 2025). 4.2* Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement filed on Form S-1, as amended (File No. 333-283972) filed with the Securities and Exchange Commission on April 23, 2025). 4.3* Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement filed on Form S-1, as amended (File No. 333-283972) filed with the Securities and Exchange Commission on April 23, 2025). 4.4* Warrant Agreement, dated April 30, 2025, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report filed on Form 8-K (File No. 001-42622) filed with the Securities and Exchange Commission on May 6, 2025). 10.1* Amended and Restated Promissory Note, dated as of April 18, 2025, issued to Copley Acquisition Sponsors, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement filed on Form S-1, as amended (File No. 333-283972) filed with the Securities and Exchange Commission on April 23, 2025). 10.2* Letter Agreement, dated April 30, 2025, by and among the Company, its officers, directors and the Sponsor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report filed on Form 8-K (File No. 001-42622) filed with the Securities and Exchange Commission on May 6, 2025). 10.3* Investment Management Trust Agreement, dated April 30, 2025, by and between Continental Stock Transfer & Trust Company, LLC and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report filed on Form 8-K (File No. 001-42622) filed with the Securities and Exchange Commission on May 6, 2025). 10.4* Registration Rights Agreement, dated April 30, 2025, by and among the Company and certain security holders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report filed on Form 8-K (File No. 001-42622) filed with the Securities and Exchange Commission on May 6, 2025). 10.5* Securities Subscription Agreement, dated December 3, 2024, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 to the Company’s Current Report filed on Form 8-K (File No. 001-42622) filed with the Securities and Exchange Commission on May 6, 2025). 10.6* Private Placement Unit Purchase Agreement, dated April 30, 2025, by and among the Company and the Sponsor (incorporated by reference to Exhibit 10.5 to the Company’s Current Report filed on Form 8-K (File No. 001-42622) filed with the Securities and Exchange Commission on May 6, 2025). 10.7* Form of Indemnity Agreement, dated April 30, 2025, by and among the Company, its officers and directors (incorporated by reference to Exhibit 10.6 to the Company’s Current Report filed on Form 8-K (File No. 001-42622) filed with the Securities and Exchange Commission on May 6, 2025). 10.8* Convertible Promissory Note, dated as of June 12, 2025, by and among the Company and the Sponsor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report filed on Form 8-K (File No. 001-42622) filed with the Securities and Exchange Commission on June 13, 2025). 14.1* Form of Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement filed on Form S-1, as amended (File No. 333-283972) filed with the Securities and Exchange Commission on April 23, 2025). 19.1** Insider Trading Policy 24.1** Power of Attorney (included on signature page hereto). 31.1** Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). 31.2** Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). 32.1** Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 32.2** Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ** Filed herewith. * Previously filed. Item 16. Form 10-K Summary. None. 44 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on March 31, 2026. Copley Acquisition Corp By: /s/ Francis Chi Yin Ng Name: Francis Chi Yin Ng Title: Co-Chief Executive Officer and Director KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Francis Chi Yin Ng true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacity and on the dates indicated. Name Position Date /s/ Francis Chi Yin Ng Co-Chief Executive Officer March 31, 2026 Francis Chi Yin Ng (Principal Executive Officer) /s/ Chibo Tang Co-Chief Executive Officer March 31, 2026 Chibo Tang /s/ Menghan Zhang Chief Financial Officer March 31, 2026 Menghan Zhang (Principal Financial and Accounting Officer) /s/ Jean-Baptiste Djebbari Director March 31, 2026 Jean-Baptiste Djebbari /s/ Rebecca Fannin Director March 31, 2026 Rebecca Fannin /s/ Dr. Y Shirley Meng Director March 31, 2026 Dr. Y Shirley Meng /s/ Bob Whitsitt Director March 31, 2026 Bob Whitsitt 45 COPLEY ACQUISITION CORP INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 100) F-2 Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for the Year Ended December 31, 2025 and for the Period from November 26, 2024 (inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ Deficit for the Year Ended December 31, 2025 and for the Period from November 26, 2024 (inception) through December 31, 2024 F-5 Statements of Cash Flow for the Year Ended December 31, 2025 and for the Period from November 26, 2024 (inception) through December 31, 2024 F-7 Notes to Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Copley Acquisition Corp: Opinion on the Financial Statements We have audited the accompanying balance sheets of Copley Acquisition Corp (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the year ended December 31, 2025 and for the period from November 26, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from November 26, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1, the Company’s business plan is dependent on the Company’s cash and working capital as of December 31, 2025, which is not sufficient to complete its planned activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2024. New York , New York March 31, 2026 PCAOB ID Number 100 F- 2 COPLEY ACQUISITION CORP BALANCE SHEETS December 31, 2025 December 31, 2024 ASSETS Current Assets Cash $ 67,568 $ - Prepaid expenses - current 91,375 - Total current assets 158,943 - Investments held in trust account 177,971,442 - Prepaid expenses - non - current 30,000 - Deferred offering costs - 436,025 Total Assets $ 178,160,385 $ 436,025 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT Current Liabilities Accrued expenses $ 90,426 $ 407,039 Due to related party - 72,773 Working capital loan - related party 146,609 - Total Current Liabilities 237,035 479,812 Deferred underwriting commissions 5,175,000 - Total Liabilities 5,412,035 479,812 Commitments and Contingencies (Note 6) Class A ordinary shares, $ 0.0001 par value; 17,250,000 shares subject to possible redemption at $ 10.32 per share at December 31, 2025 (none at December 31, 2024) 177,971,442 - Shareholders’ Deficit Preferred shares, $ 0.0001 par value; 1,500,000 shares authorized; no ne issued and outstanding - - Class A ordinary shares, $ 0.0001 par value; 150,000,000 shares authorized; 728,393 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) at December 31, 2025 (none at December 31, 2024) 73 - Class B ordinary shares, $ 0.0001 par value; 15,000,000 shares authorized; 5,750,000 shares issued and outstanding 575 575 Additional paid-in capital - 24,425 Accumulated deficit ( 5,223,740 ) ( 68,787 ) Total Shareholders’ Deficit ( 5,223,092 ) ( 43,787 ) TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT $ 178,160,385 $ 436,025 The accompanying notes are an integral part of these financial statements. F- 3 COPLEY ACQUISITION CORP STATEMENTS OF OPERATIONS For the Year Ended December 31, 2025 For the Period from November 26, 2024 (Inception) through December 31, 2024 General and administrative expenses $ 479,675 $ 68,787 Loss from operations ( 479,675 ) ( 68,787 ) Other income Dividends earned on investments held in trust account 4,608,942 - Interest from the bank account 4,543 - Net income (loss) $ 4,133,810 $ ( 68,787 ) Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares 11,531,507 - Basic and diluted net income (loss) per share, redeemable ordinary shares $ 0.23 $ - Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares 6,236,926 5,000,000 Basic and diluted net income (loss) per share, non-redeemable ordinary shares $ 0.23 $ ( 0.01 ) The accompanying notes are an integral part of these financial statements. F- 4 COPLEY ACQUISITION CORP STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2025 Ordinary Shares Additional Total Class A Class B Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance - January 1, 2025 - $ - 5,750,000 $ 575 $ 24,425 $ ( 68,787 ) $ ( 43,787 ) Sale of private placement units 555,893 56 - - 4,093,694 - 4,093,750 Issuance of representative shares 172,500 17 - - 322,558 - 322,575 Fair value of warrants included in public units - - - - 2,328,750 - 2,328,750 Allocated value of offering costs to warrants - - - - ( 111,725 ) - ( 111,725 ) Remeasurement of ordinary shares subject to possible redemption - - - - ( 6,657,702 ) ( 4,679,821 ) ( 11,337,523 ) Subsequent measurement of ordinary shares subject to possible redemption - - - - - ( 4,608,942 ) ( 4,608,942 ) Net income - - - - - 4,133,810 4,133,810 Balance - December 31, 2025 728,393 $ 73 5,750,000 $ 575 $ - $ ( 5,223,740 ) $ ( 5,223,092 ) The accompanying notes are an integral part of these financial statements. F- 5 COPLEY ACQUISITION CORP STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT - (Continued) FOR THE PERIOD FROM NOVEMBER 26, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Ordinary Shares Additional Total Class A Class B Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance - November 26, 2024 (inception) - $ - - $ - $ - $ - $ - Founder shares issued to initial shareholder - - 5,750,000 575 24,425 - 25,000 Net loss - - - - - ( 68,787 ) ( 68,787 ) Balance - December 31, 2024 - $ - 5,750,000 $ 575 $ 24,425 $ ( 68,787 ) $ ( 43,787 ) The accompanying notes are an integral part of these financial statements. F- 6 COPLEY ACQUISITION CORP STATEMENTS OF CASH FLOW For the Year Ended December 31, 2025 For the Period from November 26, 2024 (Inception) through December 31, 2024 Cash Flows from Operating Activities Net income (loss) $ 4,133,810 $ ( 68,787 ) Adjustments to reconcile net income to net cash used in operating activities: Dividends earned on investments held in trust account ( 4,608,942 ) - Changes in operating assets and liabilities: Prepaid expenses ( 121,375 ) - Accrued expenses 127,510 59,610 Due to related party - 9,177 Net cash used in operating activities $ ( 468,997 ) $ - Cash Flows from Investing Activities Cash deposited in trust account ( 173,362,500 ) - Net cash used in investing activities $ ( 173,362,500 ) $ - Cash Flows from Financing Activities Proceeds received from initial public offering, gross 172,500,000 - Proceeds received from issuance of private placement units 4,093,750 - Offering costs paid ( 2,589,491 ) - Repayment of promissory note - related party ( 105,194 ) - Net cash provided by financing activities $ 173,899,065 $ - Net increase in cash 67,568 - Cash - beginning of the period - - Cash - end of the period $ 67,568 $ - Supplemental disclosure of noncash investing and financing activities: Deferred offering costs included in accrued expenses $ - $ 347,429 Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary share $ - $ 25,000 Deferred offering costs paid by related party $ 82,336 $ 63,596 Accrued expenses paid by related party $ 96,694 $ - Reclassification of due to related party into promissory note - related party $ 251,803 $ - Reclassification of promissory note - related party into working capital loan - related party $ 146,609 $ - Issuance of representative shares $ 322,575 $ - Deferred underwriting commissions $ 5,175,000 $ - The accompanying notes are an integral part of these financial statements. F- 7 COPLEY ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS Copley Acquisition Corp (the “Company”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands on November 26, 2024. The Company was formed for the purpose of effectuating a merger, shares exchange, asset acquisition, shares purchase, reorganization, or other similar business combination with one or more target businesses, which we refer to individually as a “target business” (the “Business Combination”). The Company has commenced its search, but does not have any specific business combination under consideration with any prospective target business. The Company’s efforts to identify a prospective target business are not limited to a particular industry or geographic location but are initially focused in the Asia Pacific and North American regions. The Company executive officers and directors are located in Hong Kong, with significant ties to Hong Kong and, to a lesser degree, the People’s Republic of China, Hong Kong, Taiwan and Macau, collectively referred to as “PRC”. Further, due to the fact that most of the Company’s executive officers and directors are located in or have significant ties to the PRC, it may make the Company a less attractive partner to certain potential target businesses, outside the PRC, than a non-PRC related Special Purpose Acquisition Company (“SPAC”). However, the Company will not undertake its initial Business Combination with any company being based in or having a majority of its operations in the PRC. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2025, the Company had not yet commenced any operations. All activity for the period from November 26, 2024 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. 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 interest and dividend income from the proceeds derived from the Initial Public Offering, which will be held in the Trust Account for potential redemption of the Public Shares (as described below). The Company has selected December 31 as its fiscal year end. The Company’s founder and sponsor is Copley Acquisition Sponsors, LLC (the “Sponsor”). Financing The registration statement for the Company’s Initial Public Offering was declared effective on April 30, 2025. On May 2, 2025, the Company consummated the Initial Public Offering of 17,250,000 units including 2,250,000 additional public units as the underwriters’ over-allotment option was exercised in full (the “Units”), at $ 10.00 per Unit, generating gross proceeds of $ 172,500,000 . Each Unit consists of one Class A ordinary share (“Public Share”) and one-half of one redeemable warrant (“Public Warrant”) to purchase one Class A ordinary share at a price of $11.50 per share (see Note 3). Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 555,893 units including 56,250 additional private placement units as the underwriters’ over-allotment option was exercised in full (the “Private Placement Units”) to the Sponsor, at a price of $10.00 per unit for the first 67,500 Private Placement Units purchased and at a price of $ 7.00 per unit for the remaining 488,393 Private Placement Units purchased, generating total proceeds of $ 4,093,750 . Each Private Placement Unit entitles the holder thereof to one Class A ordinary share and one-half of one redeemable warrant (“Private Placement Warrant”) to purchase one Class A ordinary share at $11.50 per share (see Note 4). F- 8 Transaction costs amounted to $ 8,257,998 , consisting of $ 2,156,295 of cash underwriting fees, $ 5,175,000 of deferred underwriting fees which will be paid on the consummation of an initial Business Combination, $ 322,575 for the fair value of the Representative Shares (see Note 6) and $ 604,128 of other offering costs. Upon the closing of the Initial Public Offering and the Private Placement, $ 173,362,500 ($10.05 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and held in cash. The funds in our operating account and our Trust Account will be held in banks and other financial institutions and will be invested or held only in either (i) U.S. government treasury obligations with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, (ii) uninvested cash or (iii) an interest-bearing bank demand deposit account or other accounts at a bank until the earliest of (i) the completion of an initial Business Combination, (ii) the redemption of Public Shares if the Company is unable to complete an initial Business Combination within the completion window, subject to applicable law, and (iii) the redemption of Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of obligation to redeem 100% of Public Shares if the Company has not consummated an initial Business Combination within the completion window or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the claims of public shareholders. NYSE rules require that we must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent entity that commonly renders valuation opinions. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. The Company will provide holders of its Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination (regardless of whether they vote for or against the proposed business combination or do not vote at all) or (ii) by means of a tender offer. All of the Class A ordinary shares sold as part of the units in the Company’s initial public offering contain a redemption feature which allows for the redemption of such Public Shares in connection with liquidation, if there is a shareholder vote or tender offer in connection with initial business combination, and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (as may be amended and restated from time to time). In accordance with SEC guidance on redeemable equity instruments, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the Public Shares are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. Given that the Class A ordinary shares sold as part of the units in the offering were issued with other freestanding instruments, the initial carrying value of Class A ordinary shares classified as temporary equity were the allocated proceeds determined in accordance with ASC 470-20 (defined below). The accretion or remeasurement is recognized as a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. Each public shareholder may elect to redeem their Public Shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. In addition, initial shareholders, directors and officers have entered into a letter agreement, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and Public Shares held by them in connection with the completion of a Business Combination. F- 9 The Company has determined not to have a minimum net tangible asset requirement to consummate any Business Combination which could be subject to Rule 419 promulgated under the Securities Act (defined in Note 2). Moreover, if the Company seeks to consummate an initial Business Combination with a target business that imposes any type of working capital closing condition or requires the Company to have a minimum amount of funds available from the Trust Account upon consummation of such initial Business Combination, its net tangible asset threshold may limit the Company’s ability to consummate such initial Business Combination (as the Company may be required to have a lesser number of shares redeemed) and may force the Company to seek third party financing which may not be available on terms acceptable to the Company or at all. As a result, the Company may not be able to consummate such an initial Business Combination and the Company may not be able to locate another suitable target within the applicable time period, if at all. Business Combination The Company will have until 18 months from the closing of the Initial Public Offering (which can be extended two times, each by an additional three months, for a total completion time of up to 24 months) (the “Completion Window”). However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), 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 (less taxes payable and up to $ 100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to its redeemable Public Warrants and Private Placement Warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Completion Window. Going Concern Consideration As of December 31, 2025, the Company had cash of $ 67,568 and a working capital deficit of $ 78,092 . The Company has incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination. Such costs will be incurred prior to generating any operating revenues. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements - Going Concern,” management had determined that the Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. This liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. To address this uncertainty, the Company is currently evaluating several options to improve its liquidity position. These include raising additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors, and Sponsor may, but are not obligated to, provide working capital loans to the Company in such amounts and on such terms as they may determine in their sole discretion. However, there is no assurance that the Company will be able to obtain such additional financing on commercially acceptable terms, if at all. If the Company is unable to secure additional funding, it may be required to take measures to conserve liquidity, which could include, but are not limited to, curtailing operations, suspending the pursuit of a potential Business Combination, and reducing overhead expenses. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Completion Window. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. F- 10 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (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 financial statements with those of 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 The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Warrant Instruments The Company has accounted for the Public Warrants issued in connection with the Initial Public Offering and the Private Placement Warrants issued in the Private Placement in accordance with the guidance contained in ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and has classified the warrant instruments under equity treatment at their assigned values. As of December 31, 2025, there were 8,902,946 warrants outstanding, including 8,625,000 Public Warrants and 277,946 Private Placement Warrants (none outstanding as of December 31, 2024). F- 11 Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2025 and 2024, the Company had cash of $ 67,568 and $ 0 , respectively, and the Company had no cash equivalents as of December 31, 2025 or 2024. Cash and Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in dividends earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account is determined using available market information. As of December 31, 2025 and 2024, the Trust Account had a balance of $ 177,971,442 and $ 0 , respectively. The dividends earned from the Trust Account totaled $ 4,608,942 for the year ended December 31, 2025, which were fully reinvested into the Trust Account as earned and unrealized gain on investments and therefore presented as an adjustment to the operating activities in the statements of cash flows. Deferred Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist of legal, accounting, and other costs (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the Initial Public Offering. ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Warrants and the Private Placement Units were charged to shareholders’ deficit as the Public Warrants and the Private Placement Warrants, after management’s evaluation, are accounted for under equity treatment. As of December 31, 2025 and 2024, the Company had deferred offering costs of $ 0 and $ 436,025 , respectively. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The statements of operations include a presentation of income per redeemable share and income per non-redeemable share following the two-class method of income per share. In order to determine the net income attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income allocable to both the redeemable shares and non-redeemable shares and the undistributed income is calculated using the total net income less any dividends paid. The Company then allocated the undistributed income ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. The calculation of diluted net income per share does not consider the effect of the Public Warrants or Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of a future event. As of December 31, 2025 and 2024, the Company did no t have any 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 net income (loss) per share is the same as basic net income (loss) per share for the periods presented. F- 12 The net income (loss) per share presented in the statements of operations is based on the following: Schedule of Basic and Diluted Net Loss Per Share For the Year Ended December 31, 2025 For the Period from November 26, 2024 (Inception) through December 31, 2024 Redeemable Non-Redeemable Redeemable Non-Redeemable Shares Shares Shares Shares Particulars Basic and diluted net income per share: Weighted average shares outstanding 11,531,507 6,236,926 - 5,000,000 Ownership percentage 65 % 35 % 0 % 100 % Numerators: Allocation of net income (loss) $ 2,682,795 $ 1,451,015 $ - $ ( 68,787 ) Denominators: Weighted average shares outstanding 11,531,507 6,236,926 - 5,000,000 Basic and diluted net income (loss) per share $ 0.23 $ 0.23 $ - $ ( 0.01 ) Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. ● Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. ● Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. ● 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. F- 13 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that is included in the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025 or 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 by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet, as reconciled in the following table: Schedule of Class A ordinary shares subject to possible redemption Gross proceeds $ 172,500,000 Less: Proceeds allocated to public warrants ( 2,328,750 ) Less: Public Shares issuance costs ( 8,146,273 ) Plus: Remeasurement of carrying value to redemption value 11,337,523 Class A ordinary shares subject to possible redemption, May 2, 2025 173,362,500 Plus: Subsequent measurement of ordinary shares subject to possible redemption 4,608,942 Class A ordinary shares subject to possible redemption, December 31, 2025 $ 177,971,442 F- 14 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units (including underwriters’ over-allotment exercise of 2,250,000 Units) at a purchase price of $ 10.00 per Unit, generating gross proceeds of $ 172,500,000 to the Company which was placed in the Trust Account. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 per share. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The underwriters have exercised their over-allotment option on consummation of the Initial Public offering to purchase 2,250,000 additional Units to cover over-allotments. NOTE 4. PRIVATE PLACEMENT Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 555,893 units including 56,250 additional private placement units as the underwriters’ over-allotment option was exercised in full (the “Private Placement Units”) to the Sponsor, at a price of $ 10.00 per unit for the first 67,500 Private Placement Units purchased and at a price of $ 7.00 per unit for the remaining 488,393 Private Placement Units purchased, generating total proceeds of $ 4,093,750 . Each Private Placement Unit entitles the holder thereof to one Class A ordinary share and one-half of one redeemable warrant to purchase one Class A ordinary share at $ 11.50 per share. Each Private Placement Unit is identical to the Units sold in the Initial Public Offering, except that it is not redeemable, transferable, assignable or salable by the Sponsor until 30 days after the completion of its initial Business Combination, except (a) in each case, to any members of the Sponsor, officers or directors of the Company or the Sponsor or the Sponsor’s members, any affiliates or family members of any of officers or directors of the Company or the Sponsor or the Sponsor’s members, any members or partners of the Sponsor or the Sponsor’s members or any affiliates of the Sponsor or the Sponsor’s members or the Sponsor’s partner including any employees of such affiliates; (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the case of a trust, by distribution to one or more permissible beneficiaries of such trust; (f) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (g) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; (i) by virtue of the laws of the State of Delaware, the Sponsor’s limited liability company agreement, upon dissolution of the Sponsor; or (j) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement. F- 15 NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 3, 2024, the Sponsor purchased 5,750,000 Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $ 25,000 , or approximately $ 0.004 per share. The Sponsors collectively own, on an as-converted basis, 25% of the Company’s issued and outstanding Public Shares and Founder Shares after the Initial Public Offering. The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Initial Public Offering, except that: ● the Founder Shares are subject to certain transfer restrictions; ● the Founder Shares holders have the exclusive right to vote, prior to the initial Business Combination, on the appointment or removal of the members of the board of directors; and ● the Founder Shares are entitled to registration rights. The initial shareholders, Sponsor, officers and directors have entered into a letter agreement, pursuant to which they have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with the completion of an initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within the Completion Window or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete an initial Business Combination within the Completion Window. The Founder Shares will automatically convert into Class A ordinary shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of (i) the Founder Shares and public shares issued and outstanding upon the completion of this offering (including any public shares issued pursuant to the exercise of the underwriters’ over-allotment option), plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon the conversion or exercise of any equity-linked securities issued or deemed issued, in connection with the closing of the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent units issued to the Sponsor or any of its affiliates or to officers or directors upon conversion of working capital loans and extension loans made) minus (iii) any Class A ordinary shares redeemed by public shareholders in connection with an initial Business Combination and any Class A ordinary shares redeemed by public shareholders in connection with any amendment to the Company’s amended and restated memorandum and articles of association made prior to the consummation of an initial Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-Business Combination activity; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. The foregoing is subject to adjustment (unless otherwise provided in the definitive agreement for the initial Business Combination) for share subdivisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided in the prospectus. F- 16 With certain limited exceptions, the Founder Shares are not transferable, assignable or saleable (except to officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (i) 180 days after the completion of the initial Business Combination; or (ii) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, 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 or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Due to Related Party The Sponsor paid certain formation, operating or deferred offering costs on behalf of the Company. These amounts are due on demand and non-interest bearing. During the period from November 26, 2024 (inception) through May 2, 2025, the Sponsor paid $ 276,803 on behalf of the Company, of which $ 25,000 was paid in exchange for the issuance of Founder Shares and $ 251,803 was transferred into the Promissory Note. As of December 31, 2025 and 2024, the amount due to the related party was $ 0 and $ 72,773 , respectively. Promissory Note - Related Party On December 3, 2024, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 700,000 . On April 18, 2025, the Promissory Note was amended and restated, resulting in a reduction of the maximum aggregate principal amount to $ 525,000 . The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2025, or (ii) the consummation of the Initial Public Offering. After borrowing under the Promissory Note, the loans were to be repaid upon completion of the Initial Public Offering out of the offering proceeds not held in the Trust Account. As of December 31, 2024, there were no amounts outstanding under the Promissory Note. On May 2, 2025, the $ 251,803 balance due to the Sponsor was transferred into the Promissory Note. On May 30, 2025, $ 105,194 of these borrowings were repaid using proceeds not held in the Trust Account, resulting in a balance of $ 146,609 , which was transferred into a Working Capital Loan on June 12, 2025. Following the repayment and transfer, the Promissory Note was settled in full, resulting in no balance as of December 31, 2025, and no further borrowings are permitted under its terms. Working Capital Loans In order to fund working capital deficiencies or finance transaction costs in connection with initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain officers and directors may, but are not obligated to, loan the Company funds as may be required, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion (“Working Capital Loans”). In addition, the Sponsor or an affiliate of the Sponsor or certain officers and directors may loan the Company funds of up to $ 3,450,000 (assuming the underwriters exercise their over-allotment option, and no public shares have been redeemed at the time of each extension) to cover the cost of extension options to allow additional time to complete an initial Business Combination (“Extension Loans”). Such Working Capital Loans and Extension Loans may be convertible into units at a price of $ 7.00 per unit at the option of the lender at the time of the Business Combination. The units would be identical to the Private Placement Units and include one-half of one private warrant (each a “Working Capital Warrant” or “Extension Warrant”, respectively). If the Company does not complete an initial Business Combination, the Working Capital Loans and Extension Loans would be repaid out of funds not held in the Trust Account, and only to the extent available. Except for the foregoing, the terms of such Working Capital Loans and Extension Loans by the Sponsor or its affiliates, or officers and directors, if any, have not been determined and no written agreements exist with respect to such loans (except as disclosed below). As of December 31, 2024, no Working Capital Loans were outstanding. On June 12, 2025, the Company entered into a Working Capital Loan with the Sponsor, pursuant to which the Company may borrow up to $ 450,000 . The Working Capital Loan is non-interest bearing and matures on the earlier of (i) the date on which the Business Combination is consummated and (ii) the Company’s liquidation and is subject to conversion into units (as disclosed above). On June 12, 2025, the $ 146,609 balance on the Promissory Note was transferred into the Working Capital Loan, resulting in a $ 146,609 balance outstanding as of December 31, 2025. As of December 31, 2025 and 2024, no Extension Loans were outstanding. F- 17 NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Units and units that may be issued upon conversion of loans made by the Sponsor or an affiliate of the Sponsor or certain officers and directors, and their permitted transferees, will have registration rights to require to register a sale of any of securities held by them (in the case of the Founder Shares, only after conversion to Class A ordinary shares) pursuant to a registration rights agreement that was signed prior to the effective date of the Initial Public Offering. These holders will be entitled to make up to three demands, excluding short form registration demands, to register such securities for sale under the Securities Act. In addition, these holders will have “piggyback” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On May 2, 2025, the Company exercised its over-allotment option in full to purchase 2,250,000 additional Units at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters were entitled to a cash underwriting discount of $0.15 per Unit, or $ 2,587,500 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.30 per Unit, or $ 5,175,000 in the aggregate. The deferred underwriting fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Additionally, the Company issued 172,500 Class A ordinary shares to the underwriters, for no cash consideration at the closing of the Initial Public Offering as representative shares (the “Representative Shares”). The Representative Shares are deemed to be underwriters’ compensation by Financial Industry Regulatory Authority (“FINRA”) pursuant to FINRA Rule 5110. In addition, the underwriters have agreed to (i) not transfer, assign or sell any such shares without the Company’s written consent until the completion of Company’s initial Business Combination, (ii) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination, and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company does not complete the initial Business Combination within the Completion Window. NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares - The Company is authorized to issue 1,500,000 preference shares, $ 0.0001 par value per share, 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 December 31, 2025 and 2024, there were no preference shares issued or outstanding. Class A Ordinary Shares - The Company is authorized to issue 150,000,000 Class A ordinary shares, $ 0.0001 par value per share. As of December 31, 2025 and 2024, there were 728,393 and 0 Class A ordinary shares issued and outstanding, respectively, excluding 17,250,000 and 0 Class A ordinary shares subject to possible redemption, respectively. Class B Ordinary Shares - The Company is authorized to issue 15,000,000 Class B ordinary shares, $ 0.0001 par value per share. As of December 31, 2025 and 2024, there were 5,750,000 Class B ordinary shares issued and outstanding. F- 18 Prior to the initial Business Combination, only holders of the Class B ordinary shares will have the right to vote on the election of directors. Holders of the Class A ordinary shares will not be entitled to vote on the election of directors during such time. These provisions of the Company’s amended and restated memorandum and articles of association with class rights may not be amended without a special resolution under Cayman Islands law and the amended and restated articles of association, being a resolution passed by a majority of at least two-thirds (2/3) (or such higher approval threshold as specified in the Company’s amended and restated memorandum and articles of association) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter. With respect to any other matter submitted to a vote of its shareholders, including any vote in connection with the initial Business Combination, except as required by law, holders of the Founder Shares and holders of the Class A ordinary shares will vote together as a single class, with each share entitling the holder to one vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to the Company’s amended and restated memorandum and articles of association. Warrants As of December 31, 2025, there were 8,902,946 warrants outstanding, including 8,625,000 Public Warrants and 277,946 Private Placement Warrants (none outstanding as of December 31, 2024). “Warrants”, which consist of Public Warrants, Private Placement Warrants, Working Capital Warrants and Extension Warrants, may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants will become exercisable 30 days after the consummation of a Business Combination and will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. No Warrant shall be exercisable and the Company shall not be obligated to issue Class A ordinary shares upon exercise of a Warrant unless the Class A ordinary shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant. In no event will the Company be required to net cash settle the Warrant exercise. The Company agrees that as soon as practicable, but in no event later than thirty (30) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a post-effective amendment to the Registration Statement, or a new registration statement registering, under the Securities Act, the issuance of the Class A ordinary shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such post-effective amendment or registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such post-effective or registration statement has not been declared effective by the ninetieth (90th) Business Day following the closing of the initial Business Combination, holders of the Warrants shall have the right, during the period beginning on the ninety-first (91st) Business Day after the closing of the initial Business Combination and ending upon such post-effective amendment or registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the Class A ordinary shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act), and (i) in the event the Company so elects, the Company shall not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if the Company does not so file or maintain such registration statement, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Class A ordinary shares issuable upon exercise of the Public Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. F- 19 Once the Warrants become exercisable, the Company may redeem the Warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 90 days after the completion of the initial Business Combination and ending on the third trading day prior to the date on which notice of the redemption is given. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash to settle the warrants. If the Company is unable to complete a Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants, Working Capital Warrants and Extension Warrants are identical to the Public Warrants. The Company assessed the Public Warrants, Private Placement Warrants, Working Capital Warrants and Extension Warrants to determine whether they should be classified as equity or liability instruments. This assessment was based on an evaluation of the specific terms of each instrument and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instrument is a freestanding financial instrument pursuant to ASC 480 and meets the definition of a liability pursuant to ASC 480, and whether the instrument meets all of the requirements for equity classification under ASC 815, including whether the instrument is indexed to the Company’s own common stock, among other conditions for equity classification. Pursuant to such evaluation, the Public Warrants, Private Placement Warrants, Working Capital Warrants and Extension Warrants will be classified in shareholders’ deficit. F- 20 NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Public Warrants issued in the Initial Public Offering is $ 2,328,750 , or $ 0.27 per Public Warrant. The fair value of the Public Warrants was determined using a call option pricing analysis under the Black-Scholes model (Level 3). The Public Warrants issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants issued in the Initial Public Offering as of May 2, 2025: Schedule of Public Warrants issued in the Initial Public Offering Traded price of Unit 10.0 Expected term to De-SPAC (years) 1.0 Probability of De-SPAC 20.0 Risk-free rate 3.98 % Industry volatility 22.6 % The fair value of the Representative Shares issued at the closing of the Initial Public Offering was $ 322,575 , or $ 1.87 per Representative Share. The fair value of the Representative Shares was determined using the Black-Scholes model (Level 3). The Representative Shares issued at the closing of the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Representative Shares issued at the closing of the Initial Public Offering as of May 2, 2025: Schedule of Shares issued at the closing of the Initial Public Offering Traded price of Class A ordinary share 10.0 Expected term to De-SPAC (years) 1.0 Probability of De-SPAC 20.0 % Risk-free rate 3.88 % Restriction period post De-SPAC (years) 0.5 Industry volatility 17.9 % Discount for lack of marketability 3.0 % The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2025 (none as of December 31, 2024), and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of fair value hierarchy of the valuation inputs As of December 31, 2025 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account $ 177,971,442 $ 177,971,442 $ - $ - F- 21 NOTE 9. SEGMENT INFORMATION ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. 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 (“CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that the Company only has one operating and reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews general and administrative expenses and interest and dividends earned on cash and investments held in Trust Account, which are included in the accompanying statements of operations, as well as the Trust Account and cash balances themselves. The CODM reviews interest and dividends earned on cash and investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Completion Window. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and the budget. General and administrative expenses, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures. NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F- 22